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					TENDER FOR PURCHASE OF DRILLING
              RIG


                         AT

     BLOCK RG (EAST)-CBM-2001/1

       RANIGANJ, WEST BENGAL.




TENDER No.EOL/RG/RIG/03 DATED: 13 JULY 2009




               1 of 57
                                           INDEX
Invitation to Bid
Tender Acknowledgment

Section I        Instructions to Bidders

1.0     General Instructions
2.0     Bidding Process and filing requirement
3.0     Submission of Bids
4.0     Tender Rates
5.0     Performance Bond
6.0     Alternatives and Contract Exceptions
7.0     Acceptance
8.0     Error and Omission

Section II   Draft Agreement

Schedule-I General Conditions of Purchase
Preamble
Article 1 : Definitions
Article 2 : Supply of the Goods and Delivery
Article 3 : Inspection and Testing
Article 4 : Documentation
Article 5 : Warranty and Warranty Period
Article 6 : Price
Article 7 : Payment conditions
Article 8 : Taxes and duties
Article 9: Liquidated Damages
Article 10: Secrecy obligations
Article 11 : Patent infringement
Article 12 : Indemnities
Article 13 : Insurance
Article 14 : Force Majeure
Article 15 : Termination
Article 16 : General Legal Provisions
Article 17 : Governing Law
Article 18 : Dispute settlement

                                        ANNEXURES
Annexure - 1 - Performance Bond
Annexure - 2 - Indemnity Bond



                          APPENDIX – WORK SPECIFICATIONS
Schedule - II    Scope of Supply and Specifications
Schedule - III   Schedule of Prices
Schedule – IV    Despatch Instructions




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                                   TENDER ACKNOWLEDGMENT
                               (To be issued on the Supplier’s Letter Head)

Date:

Essar Oil Limited
 th
4 Floor, Essar Techno Park, Bldg. „B‟,
P.O. Box 7162, Swan Mill Compound, L.B.S.Marg,
Kurla (W), Mumbai 400070, India.
Tel: 91 22 67335000
Fax: 91 22 67082185

Kind attn: Mr. Jag Basrur (Head – Finance & Commercial)

Sub:               SUPPLY OF DRILLING RIG

Tender No:         EOL/RG/RIG/03

Dear Sir,

We acknowledge receipt of your Invitation to Tender Documents for the above and we agree to maintain
confidentiality in regard to the Invitation to Tender and the contents thereof.

We confirm that (* delete as applicable)

*       We have checked the Documents and have not received all items listed.

*       We have received all of the documents listed in the Letter of Invitation to Tender and in
        the contents pages of each section, without damage and in usable condition.

We confirm that:

*       We intend to submit a bona fide Tender by the date and time stated in your Letter of
        Invitation to Tender.

*       We do not intend to submit a Tender and return all the Tender Documents under separate cover.

Name of Tendering Company:
Signature:

Name (printed):
Position:
Date:

Tel:
                                                   Fax:




                                 3 of 57
          SECTION - I




INSTRUCTIONS TO BIDDERS




     4 of 57
1.0   General Instructions

      These Instructions to Bidders ("ITB") outline the procedures to be followed for
      completing and submitting Tenders. Suppliers shall comply with the terms and
      conditions set forth in ITB while preparing and submitting their Tender. Failure to
      provide all of the required information or failure to comply fully with ITB in any way
      may render the Tender null and void.

1.1   Essar Oil Limited(EOL), one of the leading companies in the Essar Group has
      entered into a Contract for Exploration and Production of Coal Bed Methane (“CBM
                                                  th
      Contract”) with Government of India on 26 July 2002 with respect to the Contract
      Area identified as Block RG(EAST)-CBM-2001/1 (“Block”) covering an area of 500
      sq. Kms. The block is located in the eastern extremity of the Raniganj coalfield in
      West Bengal state. Government of India is the sole owner of all natural resources
      within her territory and onshore areas and has the right to develop, extract, exploit
      and utilize the natural resources in the interest of the people of India. EOL holds
      100% Participating Interest and is the Operator of this block.

1.2   EOL intends to procure one unit of heavy duty rotary cum DTH drilling rig capable of
      drilling both by air/air mist & foam and conventional fluid flush as per requirement of
      work fully described in the Section-II, Schedule-II, Scope of Supply and
      Specification (herein after referred to as “Supply” or “Supplies”) at Raniganj
      coalfield in West Bengal state, India (“Site”) and therefore, through this Tender
      Document invites bids from reputed Suppliers interested in bidding for the Supply.

1.3   EOL shall execute a Contract with the successful Supplier as per the terms and
      conditions specified at Section II Draft Agreement. EOL reserves right to amend alter
      or delete any of the terms and conditions of the proposed Contract or to add new
      terms and conditions prior to the execution of the Contract.

1.4   Suppliers must review this Tender Document carefully and ensure that they can
      supply all the required goods to fully support the operations and achieve the given
      objectives of the Scope of Supplies. Any deviation or substitution may be highlighted
      in a separate statement.

1.5   EOL reserves to itself the right to reject, accept or prefer any bid without having to
      assign any reasons for this.

1.6   EOL reserves to itself the right to withdraw from the tendering process if the bids
      received are found unacceptable on a techno-commercial evaluation.


2.0   Bidding Process and Filing Requirements

2.1   The bidder‟s response acknowledgment form must be completed and returned within
      four (4) days of issue of the tender document.

2.2   Suppliers must seek clarifications, if any are required on the tender document, not
      later than 10 days from the receipt of the tender document, EOL shall provide
      additionally requested information at its discretion.

2.3   Tender papers must be complete in all respects and shall be submitted together with
      requisite information and appendices. Tenders should be complete and free from
      any ambiguity, change or interlineations.



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2.4    The bidders bid and any annotation or accompanying documentation shall be in the
       English language. However, any printed literature may be written in another
       language provided it is accompanied by an English translation of its pertinent
       passages, in which case the English translation shall govern.

2.5    The power of attorney or authorization or any other document constituting adequate
       proof of the powers of the signatory to bind the bidder, shall be annexed to the bid.
       EOL may reject any bid unsupported by adequate proof of the signatory‟s authority.

2.6    In case the bid is submitted by a consortium they shall nominate a Principal Supplier
       who will assume responsibility for the performance of the contract.

2.7    A copy of the agreement between the Principal Supplier and the other bidder(s)
       binding each of them in relation to EOL, for performance of the contract shall be
       enclosed. This agreement shall also specify the responsibilities being assumed by
       the member(s) of the consortium for efficient discharge of obligations under the
       contract. This agreement shall also specify that the Principal bidder can incur
       liabilities / undertakings / obligations on behalf of the consortium and these shall be
       binding on each of them jointly and severally. It shall also be specified in the
       agreement that if a bid is successful then each and every member of the consortium
       shall be jointly and severally liable to EOL for efficient and proper discharge of its
       liabilities and obligations emanating from the contract.

2.8    The Performance Bond in such case shall be furnished by the Principal bidder on
       behalf of the consortium.

2.9    The bidder shall sign the proposal, stating the name of the entity to which the
       contract is to be awarded. Each page of the bid shall be duly signed and sealed by
       an authorized officer from the Supplier‟s organization.

2.10   Suppliers shall indicate their full postal address and telegraphic / telex / fax/email
       address in the bid document. Suppliers are also advised to confirm their address and
       name the Representative to whom all communication from EOL shall be addressed
       to.

2.11   Supplier will submit the Tender in its entirety and no alterations will be made to the
       documents or the wording therein. The tender will be signed by a duly authorised
       Officer or Representative of the Company.


3.0    Submission of Bids

3.1    Except if a clarification is sought by EOL, no bid shall be modified subsequent to the
       closing date for submission of bids.

3.2    For this tender Two Part Bid System will be followed, separate sections shall be
       submitted for all relevant and sought-for Technical details and for the commercial
       terms of offer and deviations, if any, including the price schedule for the Work
       Program. Suppliers are also requested to give total estimated cost for the given
       Scope of Work at their prices. The envelopes shall be sealed and marked "Strictly
       Confidential" state the "Name of the Supplier", "Tender Number" and state "Not
       to be opened by Mail Room".

                                                                        st
3.3    Submission of Bid Proposal shall be made on or before 31              July 2009 for the



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      attention of Senior Manager – Procurement & Contracts, at the following address:

          Essar Oil Limited
           th
          4 Floor, Essar Techno Park, Bldg. „B‟,
          P.O. Box 7162, Swan Mill Compound, L.B.S.Marg,
          Kurla (W), Mumbai 400070, India.
          Tel: 91 22 67335000
          Fax: 91 22 67082185
          Attn: Mr. Jag Basrur – Head , Finance & Commercial
          Email: Jag.Basrur@essar.com

      If the envelope is not sealed and marked as required above, EOL will assume no
      responsibility for misplacement or premature opening of the bid etc.

3.4   Bids will be evaluated by EOL based on the information asked for in this tender as
      well as that submitted by the bidder. EOL may, at its discretion, ask the bidder for
      clarification for evaluation and comparison of bids. The request for clarification and
      response shall be in writing and no change in the price or substance of the bid shall
      be permitted unless asked for by EOL. However, no such clarification by EOL shall
      be construed by the bidder as an acceptance of his bid.

3.5   The bid must be kept valid for 4 (Four) months from the date of opening. In
      exceptional circumstances EOL may solicit the bidder‟s consent to an extension of
      the period of validity. The request and the responses thereto shall be made in writing
      by cable / fax / telex.


4.0   Tender Rates

      The Supplier shall submit prices and /or rates for all items required by the Schedule
      of Prices (Section-II, Schedule-III). All amounts are to be quoted in the prescribed
      currency and are to be submitted only on the Schedule of Prices sheets provided.


5.0   Performance Bond

      If the bid is successful, the Tenderer shall be required to provide the Company with
      an irrevocable and unconditional performance bond in the sum equivalent to 10% of
      estimated contract value valid up to six (6) months after the expiry of the Contract
      from a bank or financial institution acceptable to the Company (acting reasonably)
      (the “Performance Bond). The Performance Bond shall be provided by the Tenderer
      promptly following execution of the Contract. If requested by the Company, the
      Supplier agrees to extend the validity period of the Performance Bond or to issue a
      further Performance Bond in the event that there is any delay in the performance of
      the Contract and/or the Contract is extended beyond the date referred to above for
      any reason.

6.    Alternatives And Contract Exceptions

6.1   As a base line, Supplier's Proposal shall be in full conformity with the requirements
      as set out in these Tender Documents. Nothing shall be deemed to change or
      supplement this basis except revisions to the Tender Documents issued in writing by
      EOL to all Suppliers. If Supplier wishes to present alternatives, Suppliers may
      do so only after having duly complied with the requirements of these Tender
      Documents.




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6.2   If Supplier has any alternatives that are considered of mutual benefit or if there are
      any exceptions to the terms and conditions of the Contract Form or any other part of
      this Tender Document, Supplier must state the alternatives or exceptions in a
      separate sheet giving specific reasons thereof. Suppliers must indicate clearly the
      effect, if any, these alternatives or exceptions may have on Suppliers‟ base bid (rate
      by which the prices or rates will be adjusted either up or down), and on Supply
      schedule if the alternatives or exceptions were to be accepted by EOL. EOL will
      review each alternative or exception on a case-by-case basis, but in no event will
      Suppliers’ base bid qualify, by any such alternative or exception, nor will EOL
      be obligated to accept any such alternative or exception.


7.    Acceptance

      EOL may, at its option, reject all Bid Proposals received or may accept any Bid
      Proposal, which, in EOL's sole judgement, is the most advantageous to EOL. EOL
      reserves the right to accept or to split the Supplies among two or more Suppliers or
      reject all or parts of the Bid Proposal at EOL's discretion and will be under no
      obligation to explain the reasons thereof. EOL reserves the right to award the
      Contract at its own discretion.

8.    Error and Omission

      Care has been taken in drafting and finalizing this tender document and all the
      documents, information and data attached hereto, but errors and omissions are to be
      exempted given the size and nature of document.




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      SECTION - II




DRAFT AGREEMENT




  9 of 57
                                 DRAFT AGREEMENT

THIS AGREEMENT is made this [date] day of [month], [year] between

1.    ESSAR OIL LIMITED, a company incorporated under the Companies Act 1956, having its
      registered office at Khambalia Post, Post Box No. 24, District Jamnagar, Gujarat - 361 305,
      India (hereinafter referred to as “Company” or ”EOL”) which expression shall include it‟s
      successors, administrators, executors and permitted assignees on the ONE PART;

AND

      [Supplier name], a company incorporated under the laws of [state/country] and having
      its registered office at [address] (hereinafter referred to as the "Supplier or Contractor",
      which expression, unless the context requires otherwise, shall include its successors,
      administrators, executors, and permitted assignees) on the OTHER PART.

WHEREAS:

A       Essar Oil Limited (EOL) have entered into a Contract for Exploration and Production of
                                                                                    th
        Coal Bed Methane (“CBM Contract”) with Government of India on 26 July 2002 with
        respect to Contract Area identified as Block RG(EAST)-CBM-2001/1 (“Block”).
        Government of India is the sole owner of all natural resources within her territory and
        onshore areas and has the right to develop, extract, exploit and utilize the natural
        resources in the interest of the people of India. Pursuant to this EOL intends to execute
        this agreement for supply of [certain goods, materials, facilities and/or equipment].

B      EOL requires the Supplier to supply [certain goods, materials, facilities and / or
       equipment];

C       The Supplier is engaged in the business of supplying such goods, materials, facilities
        and/or equipment and has agreed to supply the Goods to the Company on the terms and
        conditions set out in the Contract.

Now, therefore, this Agreement witnesseth and it is hereby agreed by and between the Parties
hereto as follows:

The Supplier agrees to supply the Goods in accordance with the terms and conditions of this
Contract and, in consideration of the due supply of the Goods, the Company agrees to pay the
Supplier according to the terms and conditions herein contained.

2.      The Contract shall comprise the following documents:

            This Agreement;
            Schedule I:           General Conditions of Supply;
            Schedule II:          Scope of Supply;
            Schedule III:         Schedule of Prices
            Schedule IV:          Terms & Conditions
            (all hereinafter the “Contract”)

3.    In the event of any inconsistency or discrepancy between any of the documents listed in
      Clause 2 above, then precedence shall be in descending order as listed.

4.    The terms and conditions of this Contract shall take effect from [insert date] (the “Effective
      Date”).




                               10 of 57
5.   The required date for delivery of the Goods is [insert date] (the “Delivery Date”).

6.   The required place for delivery of the Goods is [insert place] (the “Delivery Point”).

7.   If the Supplier fails to deliver the Goods in entirety to the Delivery Point by the Delivery
     Date, then the Supplier shall be liable to the Company for liquidated damages of [insert
     amount] per [day/week] (or pro rata in respect of a part [day/week]) of delay up to a
     maximum of [insert amount]. The Parties agree that such liquidated damages are a
     genuine pre-estimate of the losses which may be sustained by the Company for late
     delivery and are not a penalty.

8.   The Supplier shall be required to provide the Company with an irrevocable and
     unconditional performance bond in the sum of [insert amount] valid up to [insert date] in
     the form attached as Appendix 1 to Schedule I (General Conditions of Supply) from a bank
     or financial institution acceptable to the Company (acting reasonably) (the “Performance
     Bond). The Performance Bond shall be provided by the Supplier promptly following
     execution of the Contract. If requested by the Company, the Supplier agrees to extend the
     validity period of the Performance Bond or to issue a further Performance Bond in the event
     that there is any delay in the performance of this Contract.

9.   Notwithstanding any other provisions of the Contract, no payments due to the Supplier by
     the Company under the Contract shall be payable until the Performance Bond has been
     delivered to the Company.




                              11 of 57
                   SCHEDULE I



GENERAL CONDITIONS OF SUPPLY




        12 of 57
                                              Article 1

                                            Definitions

The terms defined in this Article shall, for the purpose of this Agreement, have the following
meanings (definitions implying the singular only also include or may be used in the plural where
the context so requires and vice versa):

1.1     "Affiliate" means a company;
        a)        which directly or indirectly controls or is controlled by a Party to this Contract; or
        b)        which is directly or indirectly controlled by a company which directly or indirectly
                  controls a Party to this contract.

        For the purpose of this definition it is understood:

        i)      that "control" means ownership by one company of more than fifty percent (50%) of
                the voting securities of the other company; or
        ii)     the power to direct, administer and dictate policies of the other company even
                where the voting securities held by such company exercising such effective control
                in that other company is less than fifty percent (50%) and the term "controlled" shall
                have a corresponding meaning.

1.2     “Agreement” and "Contract" means: this Agreement between Company and the Supplier
        for sale and purchase of Goods including therein LOI duly accepted by Supplier, agreed
        variations, modifications / alterations and all Appendices, Schedules and Annexures to
        the Contract. Modifications / alterations if any, mutually agreed during the execution of
        the Contract shall also form Part of the Agreement.

1.3     “Company" or "EOL” means: Essar Oil Limited incorporated under the laws of India, its
        authorized representatives, successors or assigns.

1.4     “Company‟s Co-ventures” means: any company or person, if any, having an interest with
        Company in the exploration and production operations in connection with which this
        Agreement is entered into by Company and their successors in interest. For the
        avoidance of doubt this would mean Parties to the CBM Contract including Government
        of India and their successors and assigns.

1.5     “Company‟s Representative” means: the person designated by Company as such in
        writing to Supplier.

1.6     “Confidential Information” means : any and all knowledge, information or data disclosed
        at any time to Supplier by or on behalf of Company or any Affiliate of Company in writing,
        in drawings, in maps, in computer programs or in any other way, or generated or
        acquired by Supplier in the performance of the work, as well as any and all knowledge,
        information and data derived there from to the extent that at the time of such disclosure,
        generation or acquisition the knowledge, information or data is not:

        a) already in the free possession of Supplier, or

        b) part of the public knowledge or literature.




                                13 of 57
1.7    “Delivery Date” shall mean the required date for delivery of the Goods as specified in the
       Agreement, as the same may be amended in accordance with the terms of the Contract;

1.8    “Delivery Point” shall mean the required place of delivery of the Goods as specified in the
       Agreement. Delivery Point for indian supplier will be FOR Site (EOL Warehouse,
       Raniganj, Durgapur, West Bengal) and for overseas supplier it will be nearest port to
       Company‟s work site or any other port in India recommended by Company;

1.9    “Documents” shall mean all documents relating to the Goods (including, but not limited to,
       designs, drawings, quality control records, plans, manuals, reports, specifications,
       calculations and computer tapes, disks and other similar machine readable items) that
       the Supplier is required to prepare and/or provide to the Company in accordance with this
       Contract;

1.10   “Goods”, “Supply” and “Supplies” means the Rig Unit complete with air package,
       accessories and spares and/or equipment to be supplied by the Supplier pursuant to this
       Contract as specified in the Scope of Supply;

1.11   “Letter of Intent (LOI)” means: A letter issued by Company and accepted by Supplier to
       carry out the services as laid down as Appendix to this Agreement.

1.12   "Party” or “Parties” shall mean either the Company or the Supplier as the context so
       permits and, as expressed in the plural, shall mean the Company and the Supplier
       collectively;

1.13   "Schedule(s)"shall mean the schedule(s) of the Contract as referred to numerically and
       exhaustively therein;

1.14   “Scope of Supply” shall mean the scope of supply set out in Schedule II (Scope of
       Supply), as the same may be amended in accordance with the terms of the Contract;

1.15   "Specification" means collectively all terms, descriptions, requirements and other
       conditions pertaining to the Goods as specified or referred to in this Contract;

1.16   “Supplier” or “Contractor” mean the Supplier, its subcontractors of any tier, its and their
       respective Affiliates, successors and permitted assignees, and its and their respective
       directors, officers, employees (including agency personnel);

1.17   “Supplier‟s Representative” means: the person designated by Supplier as such in writing
       to Company.



                                      Article 2
                          Supply of the Goods and Delivery


2.1    The Goods shall be manufactured and supplied by the Supplier in accordance with the
       Specification, the Scope of Supply and all other requirements of the Contract.

2.2    The Supplier shall deliver the Goods in entirety to the Delivery Point by the Delivery Date.




                              14 of 57
2.3   The time for delivery of the Goods shall be of the essence of the Contract. In the event
      that delivery of the Goods is delayed as a result of:

      (a) an event of Force Majeure; or
      (b) a written request by the Company to delay delivery of the Goods for a specified
          period of time;

      then the Supplier shall be entitled to an equivalent extension of time to the Delivery Date.

2.4   The Supplier shall comply with the dispatch requirements and other instructions set out in
      Schedule-IV (Dispatch Instructions) to this Section-II (Draft Agreement).

2.5   The risk of loss of or damage to the Goods and title to the Goods shall transfer from the
      Supplier to the Company at the time the Goods are delivered to the Company at the
      Delivery Point in accordance with this Contract.


                                         Article 3
                                  Inspection and Testing


3.1   The Supplier shall, at its own cost, be responsible for carrying out all tests and
      inspections of the Goods required in accordance with the Contract, together with any
      other inspections or tests required by any applicable code, law, ordinance or regulation.

3.2   The Supplier shall give the Company reasonable advance notice in writing of the date,
      place and time of any inspection or test being carried out on the Goods and the Company
      shall be entitled to attend. Copies of all inspection or test reports, inspection or test data
      and any other inspection or test information carried out by the Supplier in terms of the
      Contract shall be promptly forwarded by the Supplier to the Company.

3.3   The Company shall be entitled to inspect and/or test the Goods at any time prior to
      delivery (wherever the Goods may be) and the Supplier shall give the Company all
      reasonable assistance (including granting, or procuring the grant of, access rights) in
      respect of any such inspection and/or testing. Any such inspection and/or testing by the
      Company shall not relieve the Supplier of any obligation under the Contract. Failure by
      the Company to inspect and/or test the Goods shall not relieve the Supplier of any
      responsibility or liability in respect of the Goods.

3.4   If the results of any inspection or testing indicate that the Goods do not conform, or are
      unlikely to conform, to the Contract, the Supplier shall immediately take such action as is
      necessary to ensure conformity at no additional cost to the Company.

3.5   The Company shall inspect the Goods as soon as reasonably practicable after the Goods
      have been delivered to the Company in accordance with this Contract. If the Goods do
      not meet the requirements of the Contract, the Company shall be entitled to reject the
      Goods and shall notify the Supplier of its rejection. In such event, the risk in, and title to,
      the rejected Goods shall immediately re-vest in the Supplier and the Company shall have
      no further liability in respect of such rejected Goods.

3.6   Article 3 of this Agreement is to be read in conjunction with the detailed instructions for
      inspection requirement stated in Schedule II - Scope of Supply.




                              15 of 57
                                          Article 4
                                          Documentation

4.1   The Supplier shall prepare and provide to the Company all Documents which are
      required to be prepared and/or provided by the Supplier in accordance with the
      provisions of this Contract, by the due dates specified in this Contract.

4.2   Prior to finalisation of any Document, the Supplier shall, if requested by the Company or
      where required by the Contract, submit such Document to the Company for review and/or
      approval. The Company shall respond to the Supplier in respect of any such Document
      within the time specified in this Contract (or if no time is specified, within a reasonable
      period of time).

4.3   All Documents shall be fit for the purposes specified in the Contract.


                                     Article 5
                           Warranty and Warranty Period

5.1   Supplier warrants that it is a competent, qualified and experienced Supplier, equipped,
      organized and financed to perform and complete the Supplies in an efficient and
      professional manner and capable of meeting all the requirements of the Agreement.

      The Seller warrants that the Goods:-

      5.1.1   shall be of satisfactory quality and fit for the purpose specified in the Contract;

      5.1.2   shall comply with the Specification; and

      5.1.3   shall be free from defects in workmanship and materials.

5.2   In the event of any claim arising under this Clause 5 (Warranty and Warranty Period)
      prior to the end of the Warranty Period (as defined below) the Company may:-

      5.2.1   give notice to the Supplier requiring the Supplier to replace, repair or make good
              any defective Goods or any part thereof at its own cost (including labour and
              freight costs, if applicable); or

      5.2.2   if the Supplier fails to immediately commence and thereafter continuously
              proceed to comply with a notice issued by the Company pursuant to Clause 5.2.1
              to the Company‟s reasonable satisfaction, give notice to the Supplier that the
              Company will replace, repair or make good any defective Goods in which event
              the Supplier shall promptly reimburse the Company for any costs incurred by the
              Company in so doing.

5.3   The "Warranty Period" shall commence on delivery of the Goods and shall expire on the
      earlier of twenty four months from delivery of the Goods or eighteen months from the
      date the Goods are first put into operational use. In the case of Goods replaced, repaired
      or made good under Clause 5.2 (Warranty and Warranty Period) the “Warranty Period”




                             16 of 57
      shall re-commence on the date of completion of such repair, replacement or making good
      and shall expire on the earlier of twenty four months from the date of completion of such
      repair, replacement or making good or eighteen months from the date such repaired,
      replaced or made good Goods are first put into operational use. <Comment: Company
      may be required to notify date of the Goods are first put into operations use to the
      Supplier>

5.4   Article 5 of this Agreement is to be read in conjunction with the detailed instructions for
      guarantee requirement stated in Schedule II - Scope of Supply.


                                         Article 6
                                          Price

6.1   The price payable by the Company for the Goods shall be as stated in Schedule III
      (Schedule of Prices) and, except to the extent otherwise specified in this Contract, shall
      be inclusive of all charges, levies or duties for packaging, packing, shipping, carriage,
      insurance and delivery of the Goods up to the Delivery Point.


                                        Article 7
                                    Payment Condition

7.1   Unless otherwise specified in this Contract, the Supplier shall not submit any invoice to
      the Company until the Goods have been delivered to the Company in full in accordance
      with this Contract. Each invoice shall, in addition to any requirements of Schedule III
      (Schedule of Prices):-

      (a) be in duplicate;
      (b) bear the Contract number stated on the cover sheet to the Contract; and
      (d) be accompanied by supporting evidence and itemised in accordance with the
          Company‟s requirements.

7.2   Invoices to the Company shall be sent to the address set out in the Agreement.

7.3   The Company shall make payment within 30 days of its receipt of a correct and agreed
      invoice submitted pursuant to Clause 7.1 (Payment Condition) to the Supplier's
      nominated bank account as notified in writing to the Company.

7.4   Any invoice not complying with the provisions hereof may be returned by the Company to
      the Supplier whereupon the Supplier shall submit a rectifying invoice. The Company shall
      make payment of such rectifying invoice in accordance with Clause 7.3 (Payment
      Condition).

7.5   No payment made by the Company shall be construed as acceptance in whole or in part
      of the performance by the Supplier of any of its obligations under this Contract.

7.6   If the Company disputes any item on an invoice received pursuant hereto then it shall be
      entitled to withhold, without payment of interest, the amount in dispute provided that:




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      (a)     the Company makes payment of any undisputed portion of the invoice and
              notifies the Supplier in writing of the disputed item(s) within 30 days of receipt of
              the relevant invoice; and

      (b)     if the dispute is resolved in favour of the Supplier, the Company shall pay the
              disputed amount within 21 days of the resolution of the dispute.

      If the dispute is resolved in favour of the Company, the Supplier shall forthwith issue a
      credit note for the disputed amount.


7.7   The Company shall be entitled to deduct from any payment due or becoming due to the
      Supplier under this Contract, all costs, damages or expenses for which the Supplier is
      liable to the Company under this Contract.


                                            Article 8
                                        Taxes and Duties

      Definitions
      For the purposes of this Clause 8 (Taxation):

      (a) “Tax” or “Taxes” means taxes, levies, duties, fees, charges and contributions as
          amended from time to time and any interest or penalties thereon;
      (b) “Government Authority” or “Government Authorities” means any local or national
          government or authority of any country, competent to levy any Tax.

8.1   The prices mentioned in the Price Schedule are inclusive of Income Tax and Corporate
      Tax, but exclude Excise Duty, Custom duty, Sales Tax /VAT, Entry Tax, Octroi etc. In the
      event the supply of Goods under this Contract attracts Sales tax/VAT, the same shall be
      paid by EOL.

8.2   Supplier shall be responsible for and shall pay when due at its sole cost and expense
      without contribution or indemnity from Company the full amount of all taxes, fees, levies,
      contributions and charges imposed under the laws of India or that any other country, and
      central or local governments or any agencies thereof together with interest and penalties,
      which shall include but not be limited to all income taxes, property taxes, capital gains
      taxes, turnover or sales taxes, withholding taxes including social security contributions
      and vocational training tax and other charges incident to the employment or use of the
      personnel. In the event the laws of India or any other country require Company to pay
      taxes or other charges chargeable to Supplier or its personnel then Company shall be
      entitled to reimbursement by Supplier.

8.3   If at any stage during the currency of Contract as a result of any change in laws and
      regulations or the interpretation or application thereof by any authority in India, any
      additional sums become payable by the Supplier, then the same shall be borne by EOL.
      Similarly If as a result of any change in laws and regulations any deduction in sums
      payable by the Supplier then the same shall be passed on to EOL.

8.4   Supplier shall defend, indemnify and hold Company harmless from and against any
      claims, demands, judgments, liabilities and expenses (including legal expenses) with
      respect to the above taxes, fees, levies, contributions and charges including interest and
      penalties. Company is authorized, however, to deduct and withhold from the amounts
      otherwise to be paid hereunder, all taxes, fees, levies, contributions or charges required




                             18 of 57
       to be deducted or withheld with respect thereto, to be remitted to the appropriate central
       or local government or agency thereof.

8.5    Company shall have the right to verify that taxes, duties, fees, levies, contributions and
       charges reimbursed by it to Supplier, if any, are in fact duly paid.

8.6    CBM Contract governing the awarded Block and as per the current provision enforce the
       Company and its subcontractors shall not be liable to the Government or the State
       Government for payment of any customs duty on the import or re-export of the
       equipment, installation etc., to be used solely and exclusively for Petroleum Operations in
       the Contract Area. Machinery, plant, equipment, materials and supplies imported or
       leased by Company's Contractor or its subcontractors solely and exclusively used in
       Petroleum Operations in the Contract Area shall be exempted from customs duty subject
       to compliance with procedures and conditions as may be determined pursuant to
       applicable customs duty legislation.

8.7    The Company hereby confirms that the import of all the equipments / materials in India
       under this Contract is covered under NIL customs duty. The Company further undertakes
       to provide necessary recommendatory letter for obtaining the Essentiality Certificate
       (EC). In case if any custom duty is applicable, it shall be to the account of the Company.

8.8    Company will assist to obtain necessary EC from competent authority to avail the
       relaxation of custom duty. Supplier shall furnish lists and details of equipment, supplies,
       and materials well in time to enable the Company to obtain the necessary EC.

8.9    The Supplier must take cognizance of all concessions permissible under the statutes
       including the benefit under Central Sales tax Act, 1956, failing which he will have to bear
       extra cost where Suppler does not avail concessional rates of levies like excise duty,
       customs duty, sales tax, etc. Company does not take any responsibility towards this.
       However, Company may provide necessary assistance wherever possible, in this regard.

8.10   Deemed Exports Benefits in India: As per Export-Import Policy in vogue in India, read
       with Public Notice N0. 2(FT)/DEA2000 dated 29/8/2000 issued by Department of
       Economic Affairs, Ministry of Finance, India, supplies to Company shall be entitled for
       Deemed Export Benefits for Petroleum Exploration License (PEL) areas, issued or
       renewed after 1.4.99 provided the tendered and offered items are covered in the list 19 of
       Notification No: 17/2001-Customs dated 1-3-2001 as amended from time to time.

       Deemed Exports shall be eligible for the following benefits in respect of manufacture and
       supply of goods qualifying as deemed exports:

       a. Advanced license for intermediate supply/ deemed export
       b. Deemed Exports drawback
       c. Refund of terminal excise duty

       The domestic suppliers will quote net price after taking into account the Deemed Export
       Benefits as applicable. The domestic suppliers are requested to check the latest position
       on the subject on their own and in the event of any increase in the Customs and excise
       duty due to change/abolition of the Deemed Export Benefits, within contractual delivery,
       Company shall reimburse the same to the supplier at actuals on submission of
       documentary proof of such payments having been made. The bidder must specify in their
       bid the import content (quantity and value wise), and the item number in the customs
       manual under which the Goods are to be imported by them.




                              19 of 57
                                      Article 9
                               LIQUIDATED DAMAGES


9.1   The Delivery Date stipulated in the Contract for the execution and completion of the
      Supply shall be deemed to be the essence of the Contract. In the event the Supplier fails
      to maintain the required progress or to complete the Supply on or before the Delivery
      Date, EOL shall without prejudice to any other right or remedy under the Contract recover
      as and by way of liquidated damages, 1% (one per cent) of the total Contract Price for
      each completed week of delay beyond the Delivery Date specified in the Contract.
      However, such liquidated damage recovery shall not exceed 10% (ten per cent) of the
      total Contract Price. In the event of extension of time being granted by EOL in writing for
      completion of the Supply, the liquidated damages will be applicable after the expiry of
      such extension period(s).

9.2   DELAY AND EXTENSION OF TIME

      If in the opinion of EOL, the Supply be delayed

          a) by force majeure or
          b) on receipt of notice from EOL for suspension of the execution of Supply; or
          c) based on approved Variation Order(s), as specified in Contract

      then the Supplier will be allowed an extension of time, for completion of Supply for not
      more than the period of delay caused due to above mentioned reasons.

9.3   The amount of liquidated damages recoverable from the Supplier may be adjusted or set-
      off against any sum payable to the Supplier under this Contract.

9.4   Without prejudice to what is stated above, EOL reserves the right to terminate the
      Contract and claim damages for direct losses suffered by EOL in case of the failure on
      the part of Supplier to complete the Supply beyond thirty days from Delivery Date.

9.5   The payment of liquidated damages shall not affect the right of Company to:
      a)     recover damages resulting from the breach of any other provisions of this
             Agreement.
      b)     seek specific performance.
      c)     terminate this Agreement pursuant to any other provisions hereof.

9.6   Supplier agrees that the liquidated damages stipulated hereinabove are genuine
      pre-estimate of the loss/damage which Company will suffer on account of
      delay/breach on the part of the Supplier and the said amount shall be payable
      without any requirement of proof of the actual loss or damage caused by such
      delay/breach. In the event of any difference(s) between Suppluer and Company,
      the decision of Company shall be final and binding on Supplier.
9.7




                            20 of 57
                                          Article 10
                                     Secrecy Obligations

10.1   All information concerning the Company's activities obtained by the Supplier as a result
       of this Contract and all information or data otherwise furnished to the Supplier by the
       Company shall be considered confidential and shall not be divulged by the Supplier to
       any third party without the prior written consent of the Company or used by the Supplier
       for any purpose other than in connection with this Contract.

10.2   Supplier undertakes that it will:

       (a)     keep confidential and cause the Personnel to keep confidential all Confidential
               Information and Confidential records,

       (b)     not disclose to any third party including personnel of Supplier or its
               Subcontractors other than the Personnel any Confidential Information or
               Confidential Records, except with the prior written consent of Company, which
               consent shall not unreasonably be withheld.

       (c)     not use the Confidential Information and Confidential records for any purpose
               other than for which they are disclosed, generated or acquired , and

       (d)     require from any third party to whom any Confidential Information or Confidential
               Records is disclosed pursuant to paragraph 'b' above that it shall abide by the
               same stipulations as contained in this Article 10.

10.3   The undertaking contained in Article 10.2 shall continue insofar and so long as the
       Confidential Information or Confidential Record in question has not:

10.4   Notwithstanding the above, neither party shall, without the prior written approval of the
       other party, disclose to any third party any proprietary information or any information
       concerning the other party‟s technical and business interests and know-how, not shall
       make any promotional display, announcement or advertisement relating to the agreement
       without the prior written approval of the other party.

10.5   These provisions shall not apply to information within the following categories:

       a)      Information which, prior to the time of disclosure, was lawfully in the public
               domain
       b)      Information which through no fault of the disclosing party enters into the public
               domain
       c)      Information obtained by either party from a third party who was lawfully in
               possession of such information.
       d)      Information which disclosing party is obliged to disclose by applicable law, rules
               or regulations.
       e)      Used or disclosed by the parties five (5) years after completion of the work

10.6   Unless otherwise instructed by Company, Supplier shall hand over to Company or send
       to an address or a person designated by Company all Confidential Records promptly
       after completion of the Work without retaining any copies thereof.

10.7   Supplier shall make no public or published reference either in broadcast form,
       newspapers, trade journals, periodicals, publicity releases or announcements concerning




                               21 of 57
       the Contract or the Project carried out hereunder, the activities of the Supplier with
       respect to the Project, or the relationship between the Parties, without, in each case, the
       prior consent of Company. The Supplier shall require that all his Personnel, Sub-
       Contractors and suppliers also comply with this requirement.


                                          Article 11
                                     Patent Infringement

11.1   The Supplier shall defend, indemnify and hold the Company harmless from and against
       any Claim in connection with any infringement (whether actual or alleged) of any patent
       or other intellectual property rights arising out of or in connection with the performance by
       the Supplier of its obligations under this Contract.

11.2   In the event that any such infringement occurs or may occur in relation to the Goods, the
       Supplier, at the option of the Company and the cost of the Supplier, shall:-

       11.2.1 use reasonable endeavors to procure for the Company the right to continue
              using the relevant aspect of the Goods or infringing part thereof; or

       11.2.2 modify or amend the relevant aspect of the Goods or infringing part thereof so
              that the same becomes non-infringing; or

       11.2.3 replace the relevant aspect of the Goods or infringing part thereof with other
              goods of similar type; or

       11.2.4 repay to the Company the price paid in respect of the relevant aspect of the
              goods relating to the whole or the infringing part thereof.

11.3   The provisions of this Clause 11 (Patent Infringement) shall not apply to the extent that
       the infringement necessarily arises from the Company‟s specifications or instructions to
       the Supplier, provided that the Supplier could not reasonably have been aware of such
       possible infringement.


                                          Article 12
                                         Indemnities

12.1   General

       12.1.1 The indemnities granted in this Clause shall be full and primary notwithstanding
              the provisions of Clause 13 (Insurance).

       12.1.2 Each Party shall give the other prompt notification of any claim with respect to
              any of the indemnities hereunder, accompanied by full details of the
              circumstances of any incident giving rise to such a claim.

12.2   Property and Injury to Personnel

       12.2.1 The Supplier shall be liable for, and shall defend, indemnify and hold the
              Company harmless from and against any Claim in connection with:

               (a)     loss of or damage to the property of the Supplier; and



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               (b)     death or sickness of or injury to any member of the Supplier

       arising out of or in connection with the performance of this Contract, whether or not
       resulting from or contributed to by any negligence and/or breach of duty (statutory or
       otherwise) of the Company.

       12.2.2 The Company shall be liable for, and shall defend, indemnify and hold the
              Supplier harmless from and against any Claim in connection with:

               (a)     loss of or damage to the property of the Company (but excluding the
                       Goods prior to delivery and any property of the Company in the care,
                       custody or control of the Supplier); and

               (b)     death or sickness of or injury to any member of the Company

       arising out of or in connection with the performance of this Contract, whether or not
       resulting from or contributed to by any negligence and/or breach of duty (statutory or
       otherwise) of the Supplier.


12.3   Third Party Liability

       12.3.1 The Supplier shall be liable for, and shall defend, indemnify and hold the
              Company harmless from and against any Claim in connection with:

               (a)     loss of or damage to any Third Party property; and

               (b)     death or sickness of or injury to any Third Party

       arising out of or in connection with the performance of this Contract, to the extent caused
       by any negligence and/or breach of duty (statutory or otherwise) of the Supplier. For the
       purposes of this Clause 11 (Indemnities), the words “Third Party” shall mean any party
       which is not a member of the Company or the Supplier.



                                          Article 13
                                          Insurance


13.1   Supplier shall, throughout the duration of this Contract, obtain and renew as and when
       necessary, insurance coverage for and in relation to Supplies for such amounts and
       against such risks as are customarily or prudently insured in the international petroleum
       industry in accordance with good petroleum industry practices and, shall furnish to
       Company certificates evidencing that such coverage is in effect. Such insurance policies
       shall include the Company as co-insured. The said insurance shall, without prejudice to
       the generality of the foregoing, cover;

       13.1.1 Loss or damage to all installations, equipment and other assets for so long as they
              are used in or in connection with the Supplies; provided, however, that if for any
              reason the Supplier fails to insure any such installation, equipment or assets, it
              shall replace any loss thereof or repair any damage caused thereto;

       13.1.2 Loss of property or damage or bodily injury suffered by any third party in the course




                               23 of 57
               of or as a result of the Supply for which the Supplier may be liable;

       13.1.3 The Supplier's and its subcontractor's liability to its employees engaged in the
              Supplies.

13.2   Supplier shall take out for its own account Employer‟s Liability Insurance / Workmen‟s
       Compensation with an appropriate amount of liability and as may be required by statute
       or similar regulations in the Area, or the state having jurisdiction over the contracts of
       employment, covering injury to or death of the Personnel. Supplier shall ensure that its
       Sub-Contractors maintain such insurance in respect of their personnel.

13.3   Supplier shall take out for its own account General Third Party Liability Insurance
       covering personal injury (including death) and property damage to cover a reasonable
       sum for any occurrence. Such insurance shall incorporate a Cross Liabilities or
       Severability of Interests clause.

13.4   Supplier shall take out for its own account All Risk Insurance against all risks of physical
       loss or damage covering all property of the Supplier used for the performance of the
       Contract.

13.5   All insurance taken out by Supplier:

       13.5.1 shall include Company and Affiliates of Company as additional insured to the
              extent Supplier has given indemnity under this Agreement, and

       13.5.2 shall be endorsed to provide that the underwriters waive their rights of recourse
              including subrogation in claims against the Company and Affiliates of Company
              or any other person for whom the Company is responsible, during Company‟s
              operations related to the performance of this Agreement, but only to the extent of
              Supplier‟s liability assumed hereunder.

13.6   Supplier shall furnish certificates of insurance or certified copies giving evidence of the
       types, scope and duration of each insurance and insurers shall ensure that no insurances
       will be cancelled or materially changed for the duration of this Agreement without thirty
       (30) days prior written notice from the insurers to Company. Supplier shall ensure that a
       copy of Supplier‟s valid Employer‟s Liability Insurance Certificate is handed over to the
       Company‟s Representative when the Work is to be performed.

13.7   In addition to all above requirements, the insurance cover should be in accordance with
       national and local legal requirements in the Area.




                                           Article 14
                                         Force Majeure

14.1   Neither the Company nor the Supplier shall be responsible for any failure to fulfill any
       term or condition of this Agreement if and to the extent that fulfillment has been delayed
       by a Force Majeure occurrence as herein under defined which has been notified in
       accordance with this Article and which is beyond the control of, and unanticipated or
       unforeseeable by, and not brought about at the instance of, or due to the fault or



                              24 of 57
       negligence of the Party affected and which by the exercise of reasonable diligence the
       said Party is unable to prevent.

14.2   For the purpose of this Agreement Force Majeure shall mean an event beyond the
       control of Company and / or Supplier and not involving Company's or Supplier's or Sub-
       Contractor's negligence, such acts to include, but not be limited to, the following:

       14.2.1 Riot, war, invasion, act of foreign enemies, hostilities (whether war be declared or
              not) acts of terrorism, civil war, rebellion, revolution, insurrection of military or
              usurped power.

       14.2.2 Ionising radiations or contamination by radioactivity from any nuclear fuel or from
              any nuclear waste from the combustion of nuclear fuel, radioactive toxic
              explosive or other hazardous properties of any explosive nuclear assembly or
              nuclear component thereof.

       14.2.3 Pressure waves caused by aircraft or other aerial devices travelling.

       14.2.4 Earthquake, flood, fire or other natural physical disaster, but excluding weather
              conditions as such, regardless of severity.

       14.2.5 Strikes at a national level or industrial disputes at a national level, or strikes or
              industrial disputes by labour not employed by the affected party its Sub-
              Contractor or its suppliers and which affect a substantial or essential portion of
              the Work.

       14.2.6 Changes to any general or local statute ordinance, decree or other law or any
              regulation or bye-law of any local or other duly constituted authority or the
              introduction of such statute, ordinance, decree, law, regulation or bye-law which
              has a material effect on the Work.

       Notwithstanding the above, a Force Majeure occurrence shall not include unavailability of
       funds or the breakdown of any equipment used by Supplier or its sub-contractors unless
       caused by a Force Majeure event, or contractual commitment made by Supplier to third
       parties which limits the ability of Supplier to perform under this Agreement.

14.3   In the event of a Force Majeure occurrence, the party delayed in performing this
       Agreement shall have the burden of proving the reasonable circumstances that constitute
       valid grounds of Force Majeure under this Article and that such Party has exercised
       reasonable diligence and effort to remedy the cause of any alleged Force Majeure, and
       notify the other party immediately giving the full particulars thereof and shall use its best
       efforts to remedy the situation immediately. Supplier shall continue to perform its
       obligations under this Agreement as far as reasonably practical and shall seek all
       reasonable alternative means to resolve Force Majeure.

14.4   When a Party is claiming suspension of its obligations on account of Force Majeure, it
       shall promptly notify the other Party in writing and in no case later than twenty-four (24)
       hours of the occurrence of the Force Majeure. The time for the completion of the Work
       affected by Force Majeure may be then extended by such period of suspension.


                                          Article 15
                                         Termination




                              25 of 57
15.1   The Company shall be entitled, at any time and without cause, to terminate this Contract
       with respect to all or part of the Goods by giving written notice to the Supplier. In the
       event of termination by the Company pursuant to this Clause 15.1, the Company's sole
       liability to the Supplier in respect of such termination shall be to pay to the Supplier the
       relevant early termination fee set out in Schedule III (Schedule of Prices). The Supplier
       shall use all reasonable endeavors to mitigate such costs.

15.2   In addition, the Company may terminate all or part of this Contract with immediate effect
       by written notice to the Supplier if one or more of the following circumstances occur:

       (a) if the Supplier fails to deliver the Goods in entirety by the Delivery Date or any other
           extended period mutually agreed by way of written instrument; or

       (b) if the Supplier breaches any provision of this Contract, provided that where
           remediable, the Company has notified the Supplier of such breach and the Supplier
           has upon receipt of such notice, failed to immediately and thereafter continuously
           proceed to remedy such breach to the Company‟s reasonable satisfaction; or

       (c) if the Supplier becomes insolvent or bankrupt or makes a composition or
           arrangements with its creditors; or

       (d) if the Supplier is wound up or a resolution for its winding up is made (other than for
           the purposes of an amalgamation or reconstruction whilst solvent); or

15.3   In the event of termination by the Company pursuant to this Clause 15.2 (Termination)
       the Company‟s sole liability to the Supplier shall be to pay for Goods actually delivered
       and accepted by the Company prior to the date of termination but not yet paid for.

       Where the Contract has been terminated by the Company pursuant to Clause 15.2
       (Termination), the Company shall be entitled (but shall not be obliged) to collect any
       unfinished Goods (together with materials or items to be incorporated therein) from the
       Supplier (and the Supplier shall provide or procure all necessary rights of access). In
       such event the Company shall pay to the Supplier the fair market value of such collected
       Goods, materials or items in their present state of completion (less the costs of
       collection).

15.4   The termination of this Contract shall be without prejudice to the rights and obligations of
       the Parties up to and including the date of such termination, and shall not affect or
       prejudice any term of this Contract that is expressly or by implication provided to come
       into effect on, or continue in effect after, such termination.


                                   Article 16
                           GENERAL LEGAL PROVISIONS


16.1   Amendment

       This Contract shall not be amended except by an instrument in writing expressed to be
       an amendment or variation hereto and executed by the Parties.

16.2   Waiver




                              26 of 57
       No delay or failure on the part of either Party to enforce from time to time all or any part of
       the terms and conditions of this Contract shall be interpreted as a waiver of such terms
       and conditions.

16.3   Retention of Rights

       16.3.1 Except in respect of the indemnities granted pursuant to Clause 12 (Indemnities),
              unless otherwise specifically stated, both the Company and the Supplier shall
              retain all rights and remedies, both under the Contract and at law, which either
              may have against the other.

       16.3.2 The Supplier shall not be relieved from any liability or obligation under the
              Contract by any review, approval, authorisation, acknowledgement, issue of
              completion certificate or the like, by the Company.

16.4   Language

       The language of the Contract shall be English and all meetings and other
       communications shall be in English.

16.5   Notices

       16.5.1 All notices under this Contract shall be in writing and shall be served to the
              respective address and/or fax number set out in the Agreement. Either Party may
              from time to time change its address and/or fax number for service herein by
              giving written notice to the other Party.

       16.5.2 Any notice may be served by hand delivery to a Party at its address for service
              hereunder or by facsimile transmission or by mail.

       16.5.3 Any notice given by hand delivery shall be deemed to be given at the time of
              delivery.

       16.5.4 Any notice given by facsimile transmission shall be deemed to be given at the
              time transmission has been confirmed by the sender‟s fax machine, subject to
              the following provision. Where said time of transmission falls outside the normal
              business hours of the recipient, delivery shall be deemed to be given at 10:00hrs
              (recipient's local time) on the recipient's next following business day.

       16.5.5 Any notice served by mail shall be given by registered mail and shall be deemed
              to be given on the date recorded on the delivery recording sheets by the mail
              carrier as delivered to and signed for on behalf of the recipient.

16.6   Invalidity

       If any provision of this Contract shall be held to be invalid or unenforceable by a
       judgement or decision of any court of competent jurisdiction or any authority, the same
       shall be deemed severable and the remainder of this Contract (including the remainder of
       the affected provision) shall remain valid and enforceable to the fullest extent permitted
       by law. In any such case, the Parties will negotiate in good faith with a view to agreeing
       one or more provisions which may be substituted for such invalid or unenforceable
       provision in order to give effect, so far as practicable, to the spirit of this Contract.

16.7   Entire Agreement




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       This Contract contains the entire agreement between the Parties and supersedes any
       previous understandings, commitments, agreements or representations whatsoever, oral
       or written, pertaining to the subject matter hereof, provided that nothing in this Clause
       16.7 (Entire Contract) shall have effect to exclude or restrict the liability of either Party for
       fraud or fraudulent misrepresentation.



                                            Article 17
                                          Governing Laws

17.1   This Agreement shall be exclusively governed by and interpreted in accordance with the
       Laws of India and will be subject to any approvals required there under.

17.2   Company and Supplier hereby submit to the jurisdiction of the courts situated in Mumbai,
       India, for the purpose of action and proceedings arising out of the Contract.

17.3   Nothing in this Contract shall entitle the Supplier to exercise the rights, privileges and
       powers conferred upon it by this Contract in a manner, which will contravene the laws of
       India.

17.4   The English language shall be the language of this Contract and shall be used in arbitral
       proceedings. All communications, hearing or visual materials or documents relating to this
       Contract shall be written or prepared in English.


                                          Article 18
                                      Dispute Settlement

18.1   The Parties shall use their best efforts to settle amicably all disputes, differences or claims
       arising out of or in connection with any of the terms and conditions of this Contract or
       concerning the interpretation or performance thereof.

18.2   Any dispute, irrespective of the legal basis for any claims or demands brought in
       connection therewith, which may arise in connection with the execution, validity or
       implementation of this Agreement or any further agreements concluded in pursuance
       thereof, shall be settled exclusively through arbitration. The proceedings and
       communications whether written or oral of arbitration shall be conducted in the English
       language. Any decision of the arbitrator shall be final and binding upon the parties to the
       arbitration. A dispute shall be deemed to have arisen when either Party notifies the other
       Party in writing to the effect.

18.3   The Party who desires arbitration shall, within thirty (30) days, send to the other Party, the
       names of a panel of three persons unconnected with both the Parties. One of the three
       persons shall be selected by mutual agreement of the Parties as the sole arbitrator thirty
       (30) days after receipt of the names. If the Parties fail to agree on a nominee within the
       period specified, the dispute(s) shall then be settled by arbitration under the provisions of
       the Arbitration and Conciliation Act, 1996 as amended from time to time and the rules
       framed thereunder.

18.4   The arbitration proceedings shall be held in accordance with the procedures and provisions
       of the Arbitration and Conciliation Act 1996 including any statutory amendments,




                               28 of 57
              enactments & re-enactments thereof and the rules made there under, as amended from
              time to time. The venue of arbitration shall be Mumbai, India.

18.5          The Supplies under Contract shall, however, continue during arbitration proceedings and
              no payment due or payable to Supplier, other than what is referred to Arbitrator, shall be
              withheld on account of such proceedings.

18.6          The fees and the expenses of the sole expert or conciliator appointed by the Parties shall
              be borne equally by such Parties. Assessment of the cost of arbitration including fees of
              Arbitrators and incidental expenses and liability for the payment thereof shall be at the
              discretion of the Arbitral Tribunal.




IN WITNESS WHEREOF the Parties hereto have executed this Agreement and set their respective hands as
of the day and year herein mentioned.




Name:.......................................                                  Name...........................................


Title: .......................................................                Title..............................................




Essar Oil Limited                                                (Supplier Name)




(Signature)                                                      (Signature)
Date:                                                            Date:

Place:                                                           Place:


Witness                                                          Witness

Name...........................................                  Name...........................................




(Signature)                                                      (Signature)




                                                      29 of 57
                                    Annexure 2


                 Form of Performance Bank Guarantee (Unconditional)

THE COPY OF BANK GUARANTEE SUBMITTED TO ESSAR BY Supplier.




                         30 of 57
                                              Annexure 3

                                           Indemnity Bond

THIS DEED OF INDEMNITY made at ____________, this               day of _____ 2009 BETWEEN
________________a Company having its office at ____________in favour of Essar Oil Limited, a
company incorporated under the laws of India               having its registered      Office at
____________________________ (hereinafter referred to as „EOL‟) which expression shall where the
context so requires includes its successors and assigns.

WHEREAS ____________ have been awarded Contract No. _________________dated _______, by EOL
for ___________________ services in Block RG(EAST)-CBM-2001/1 (“Block”), (hereinafter called as
Contract).

AND WHEREAS EOL have requested ____________ to furnish Indemnity which ______________ have
agreed to provide.

NOW THIS DEED WITNESSETH THAT in consideration of EOL awarding the said contract No.
_____________ FOR SUPPLY OF--------------------------- to us, We hereby bind ourselves to indemnify
and keep indemnified against any future claims with regard to the pending payments to be made by us to
any person including but not limited to the personnel engaged by us and also indemnify EOL from all
future payments in this regard pending between us and any other party.

1.0     We hereby indemnify EOL against any claims for payment of Compensation in case of fatal
        accident / serious accidents / minor accidents, wages for the disability period and compensation
        under the relevant laws for the accidents arising out of and in course of employment of workmen
        by us. We further confirm that we are and shall be fully responsible for any such claims for
        payment of compensation.
2.0     We hereby indemnify EOL against any penalties / claims arising from any default on our part in
        complying with the provisions and obligations under the relevant laws and Rules thereunder and
        any other applicable laws. We further indemnify EOL to the effect that all wages / dues of the
        workmen engaged by us, or our sub-contractors will be fully paid for the entire Contract period by
        us.
3.0     We indemnify EOL against any default on our part in complying with the Statutes / Laws of the
        Local authorities, provincial / state and central Governments in India.

IN WITNESS WHEREOF ________________ have subscribed their hand on the day aforesaid mentioned.

Signature:

Name & Address:

Date:




                                31 of 57
      SCHEDULE – II




 SCOPE OF SUPPLY

AND SPECIFICATIONS




 32 of 57
1.0 SCOPE

  This specification covers the minimum technical requirements for the design,
  engineering, manufacture, fabrication, assembly, inspection, testing, painting,
  mechanical and performance guarantee, packing, forwarding, supply,
  transportation to site and supervision of commissioning. The Supplier shall
  supply documentation for Top Drive Drilling Rig as described in Technical
  Specification. The Rig is to be supplied for Essar Oil Limited for their Raniganj
  CBM Project located at Durgapur, West Bengal, India.

2.0 PROJECT INFORMATION

  Essar Oil Limited (Exploration & Production)
  Location: Durgapur, West Bengal. India
  Unit : Top Drive Drilling Rig which can be used with air and fluid flush
  Unit Number: 001

3.0 CODES, STANDARDS, REGULATIONS AND REFERENCES

  Codes, Standards, Regulations and References listed below shall be applicable.
  Unless otherwise specified, reference to any standard or code shall mean the
  latest edition of that standard or code including addenda, supplements or
  revisions thereto;
           AISC                              Specifications of structural steel
                                             buildings
           API RP 2A WSD                     Recommended           Practice       of
                                             Planning,        Designing         and
                                             constructing fixed platform working
                                             stress design
           API Spec 8A                       Specification     of    drilling   and
                                             production hoisting equipment
           API Spec 8C                       Specification     of    drilling   and
                                             production     hoisting      equipment
                                             (PSL1 & PSL2)
           API Spec 9A                       Specification of wire rope
           API Spec 5B                       Specification for threading, Gauging
                                             and Thread Inspection of casing,
                                             tubing and Line Pipe Threads
           API Spec 7                        Specification for rotary drilling
                                             Equipment
           API Spec 8A                       Specification for Drilling and
                                             Production Hoisting Equipment
           ASTN TC – 1A                      Recommended           Practice      for
                                             personnel,      qualification      and
                                             certification in Non Destructive
                                             Testing
           ASTM A370                         Standard      test    methods       for
                                             Mechanical      Testing       of  steel
                                             products




                       33 of 57
        ASTM A488                            Recommended           practice    for
                                             qualification of procedures and
                                             personnel for welding steel castings
        ASTM A668                            Specifications of steel forgings,
                                             carbon and alloy for general
                                             industrial use
        ASTM A770                            Specification for through thickness
                                             tension testing of steel plates for
                                             special applications
        ASTM E4                              Load Verification Testing Machine
        ASTM E125                            Reference       photographs       for
                                             magnetic particle indication on
                                             ferrous castings
        ASTM E165                            Practice     of   Liquid penetrate
                                             inspection method
        ASTM E186                            Reference radiographs for heavy
                                             walled steel castings
        ASTM E709                            Practice of magnetic particle
                                             examination
        ANSI B1.1                            Unified Screwed Threads
        ANSI B1.2                            Screw Thread Gages and gaging
                                             for unified screw threads
        ASTM A380                            Specification for straight beam
                                             ultrasonic examination of plain and
                                             clad steel plates for special
                                             application
        AWS                                  Structural Welding Code
        DOD MIL STD 120                      Gauge Inspection
        DOD MIL STD 6875 F                   Heat Treatment of steels

The unit responsibility shall rest with the vendor who shall also be SPRV (Single
Point Responsibility Vendor) for complete Rig Package.

Supplier shall be responsible for the design and manufacturing of the package
including associated accessories in Supplier‟s scope. The design details shown
on the data sheets are the minimum design requirements.

Where there are conflicts between Purchaser's data sheets / specifications and
the specified codes and standards or legal requirements, such conflicts shall be
promptly referred to Purchaser for clarification at the time of bidding. The
following order of precedence shall however be followed:

      Data Sheets

      Job Specification (If any)

      EOL Specifications & Standards

      International Codes and Standards.




                     34 of 57
4.0   SCOPE OF SUPPLY

      The specifications cover the requirements to be met by Supplier in the design,
      fabrication, manufacturing, materials, inspection, testing, supply and delivery of
      Drilling Rig and its related cooling systems, electrical system, controls,
      instrumentation, other auxiliary equipment etc. Drilling Rig shall be supplied with
      accessories necessary for their satisfactory operation, including, but not limited to
      the following:

      1.1    Supply of mobile Drilling Rig capable of drilling 8 ½” hole up to1500
             meters equipped with top drive mounted on the carrier
      1.2    All the initial fillings of oils and coolants in the complete equipments
             inclusive of engines, compressors, hydraulic pump etc. will be supplied by
             supplier free of cost.
      1.3    Power system, hydraulic system or other power system (engines,
             motors), including turbochargers (if any), fuel pump, air and oil filters,
             exhaust system, fuel management system, starter, alternator, water pump
             and thermostat, and any other pertinent engine part.
      1.4    Transmission system(s) including filters, cooling system, list gears and
             gear ratios, describe torque conversion, clutches, brakes etc.
      1.5    Screw Type compressor as described in Technical Specifications
      1.6    Reciprocating Type Booster as described in Technical Specifications
      1.7    All Interconnecting piping, fittings, valves, required accessories for Rig
             Package for the smooth operation.
      1.8    Structural supports for the rigs
      1.9    Strainers, valves, sight flow indicators, check valves, auto/manual drain
             traps etc. as required for various auxiliary systems i.e. frame lube oil,
             cylinder lubrication system.
      1.10   Special Tools and Tackles as per Vendor's Recommendation, If any.
      1.11   Mandatory Spare Parts as per Manufacturer's Recommendation.
      1.12   Start – Up & Commissioning Spares Parts as per Manufacturer's
             Recommendation.
      1.13   2 years operational and maintenance spares as per Manufacturer's
             Recommendation.
      1.14   All required instruments for smooth operation of the Drilling Rig and
             compressor Package.
      1.15   Surface Cleaning, Preparation, Priming & Painting for Drilling Rig and
             compressor Package.
      1.16   All Documentation and drawings shall be furnished by the Manufacturer‟s
             as per enclosed specifications
      1.17   Inspection and Testing for Drilling Rig & Compressors Package and its
             accessories shall be carried out as per Data Sheets and Specifications.
      1.18   Mechanical and performance guarantee of Drilling Rig and compressor
             package.
      1.19   Packing, forwarding, dispatch and transportation to site. All equipment
             shall be packed for an outside storage period of at least 12 months.
             Vendor shall furnish itemized price with 24 months price validity for all the




                           35 of 57
            recommended spare items for the Drilling Rig, compressor package &
            accessories
      1.20  Proposal for maintenance of the rig, availability of spare parts in India,
            annual maintenance contract and response time to cater emergency
            situation anywhere in India.
      1.21   All controls shall operate in a fail-safe mode i.e. failure of any control
            shall not lead to running of equipment in unsafe mode.
      1.22  All Electrical & Instrumentation Devices shall meet the requirement for the
            specified area classification in which they are installed, (Hazardous Area
            Classification is Zone II, Gas Group I, Temperature T1)
      1.23  All welds shall be 100% radiographed and stress relieved.
      1.24  Special corrosion protection shall be provided for equipment in view of
            tropical, high humidity, corrosive atmosphere.
      1.25  Vendor shall comply with the followings:
                   It is the intent of EOL that operational hazards be reduced to
                    minimum.
                   All couplings, gears and exposed rotating parts shall be provided
                    with adequate guards of non sparking type.
                   All electric devices / instruments shall meet the requirements for
                    the area classification in which they are installed.
5.0   Inspection:

      Prior to supply Supplier shall at his cost get the Drilling Rig to be supplied under
      this Contract inspected by EOL authorized agency at Supplier‟s premise.

      Supplier shall submit to Company inspection report issued by EOL authorized
      agency prior to supply. Supplier shall notify Company at least 14 days prior to the
      proposed inspection date, to facilitate EOL to depute its representative.

      The above inspection shall not relieve the Supplier of his responsibility to supply
      Drilling Rig specifications. Supplier shall replace at its cost all Drilling Rig, which
      Company finds defective or not in conformance with the Standards.

      The inspection will be carried out as per as per API 4F, 7K, 8A and 8C.
      Drilling Rig & compressor package shall be inspected and tested in accordance
      with the Data sheet attached but not limited to the following:

      i)   Material certificate for Chemical and Physical properties of the following
           components shall be provided.
      ii) 100% X-ray examination for all the welded joints for Pipes, links, high
           pressure piping etc.
      iii) Relevant Inspection and Test procedures such as NDT procedure,
           Performance Test procedure, load test and pressure test procedure shall be
           in accordance with API 4F, 7K, 8A and 8C.

6.0   Guarantees

          All the equipments shall be guaranteed against defective design, poor
           workmanship and defective material of construction for a period as agreed
           elsewhere.




                            36 of 57
            All the equipment/ items shall be capable of performing the duties specified in
             this specification/ data sheet.
            Supplier should guarantee for continuous trouble-free operation with
             satisfactory performance at all operating conditions specified.
            The unit shall be in commercial operation at full load before the performance
             tests are carried out to prove the performance guarantee.
            Should the unit supplied fail to achieve the specified performance under the
             given condition, vendor shall carryout such modifications or replacements to
             the unit as necessary to meet the required performance at its cost with in
             twenty four months from the date of commissioning.
            Vendor shall guarantee all performance parameters as per specification data
             sheets while operating at rated point.
            The Goods shall be guaranteed for satisfactory performance at the specified
             operating conditions.

7.0    Supervision at Field Operations

       The Supplier shall depute its representative for supervising the commissioning of
       the rig.

       The Supplier representative shall be supervising the operations on field for at
       least 2 weeks as per EOL instruction. The Supervisor shall be responsible to
       implement best operating practices while operating rig and associated
       equipment.

8.0    Testing:

       All GOODS supplied against the order shall be subjected to testing as per API
       4F, API 7K, API 8 C, API Q1& standard industry practices. Supplier shall furnish
       a certificate of compliance that the Drilling Rig have been manufactured,
       sampled, tested and inspected in accordance with standard industry practices.

       9.0      Marking

       The marking shall be done as specified in API 4F, API 7K, API 8 C, API Q1& as
       per standard standard industry practices
       All removable parts shall be suitably match- marked.
       All materials shipped separately shall be properly tagged or marked with the Item
       and Serial No. for which it is intended.
       The equipment shall have SS316 nameplate giving salient equipment
       manufacturer data such as make, model, and tag no, operating parameters and
       capacity.

10.0   Reports

       Supplier shall furnish to Company at the time of dispatch including but not limited
       to the following reports for the Drilling Rig;

                o   Statement of compliance
                o   Equipment designation/serial number
                o   Assembly and critical area drawings



                              37 of 57
              o   Nominal capacity and rating
              o   List of components
              o   Traceability codes and systems (marking on parts/ records on file)
              o   Steel grades
              o   Heat treatment records
              o   Material test reports
              o   NDE records
              o   Performance test records including functional, hydrostatic and load
                  testing certificates as required.
              o   Instruction manual
              o   Installation manual, Operating manuals and Parts manual in Triplicate
              o   All dimensions, specifications and instructions related to Goods
              o   Machine drawings of the Drilling Rig in TRIPLICATE
              o   Release note from Company approved third party inspection agency.
              o   Certificate of recent manufacture from Supplier. The GOODS should
                  not be older than three months reckoned from the date of shipment.
              o    Packing certificate from the Supplier.

       All the documents in stated nos are to be provided in soft and hard form.

       In the absence of above information/ documents, if any demurrage is incurred,
       the same will be recoverable from the Supplier

11.0   Packing

       The Supplier shall consign/ship the materials in sea worthy/Air worthy packing
       conforming to the international norms of packing/ prescribed standards in force to
       withstand air/ocean/land journey and ensuring the safety of cargo en-route and
       also arrival of materials at ultimate destination in good condition;

              o   All openings shall be provided with substantial wooden or metal
                  closures.
              o   All tapped openings, unless otherwise closed, shall be plugged.
              o   All items shall be suitably packed, securely fastened and protected
                  from damage during shipment.
              o   Rig shall be generally shipped as assembled units, when practical.
              o   Vendor shall clean all components, and preserve and protect them on
                  the basis that the equipment and all accessories will be stored
                  unprotected in the field for a minimum period of 6 months.

12.0   List of Document to be submitted with bid

       Bidder should submit documents including but not limited to followings along with
       bid:
              o List of companies to whom Supplier has supplied GOODS.
              o Letter of satisfaction from the companies to whom Supplier has
                 supplied GOODS.
              o Documents describing manufacturing experience of bidder.
              o Information brochure giving technical information of GOODS.
              o A copy of Quality Assurance/ Quality Control/ Procedures manual.
              o Supplier to provide technical presentation on the rig offered.



                           38 of 57
              o   Design documentation for the offered Drilling Rig
              o   Written specifications for Drilling Rig, associated equipment and
                  accessories.
              o   Measuring and test equipment calibration record.

              o   Material test reports covering following tests as applicable
                  o  Chemical analysis
                  o  Tensile test
                  o  Impact Test
                  o  Hardness Test
                  o  Performance test record as applicable
                  o  Proof load testing records

              o   Special process records wherever applicable
              o   Relevant API certificates
              o   Bidder should provide Attachment 1 of Scope of Work duly filled.

13.0   Bidder to submit the following information
             o   Clients where the rig was sold in last 5 years (including Indian
                 Clients).
             o   After sales service support in India
             o   Availability of spare parts in India
             o   Availability of trained manpower in India

14.0   RESPONSIBILITY FOR MATERIAL AND SERVICES:

       Responsibility for GOODS, Equipment, material and services to be provided by
       Supplier and/ or Company has been attached herewith in the tabular form. The
       “x” indicated in a section indicates the applicability of that section to the party
       concerned.

                              RESPONSIBILITY MATRIX
Sl.                   DESCRIPTION        PROVIDED BY                     AT COSTS OF
No.
                                                 SUPPLIER COMPANY SUPPLIER COMPANY

       Supply of Drilling Rig, associated
 1     equipment and accessories to                   X                          X
       Company‟s warehouse/site.
       Unloading the Drilling Rig, associated
 2     equipment and accessories at the                           X                     X
       Company‟s site
       Commissioning of rig at site
 3     (including provision of trucks, cranes                     X                     X
       etc.)
       Supervision of commissioning of Rig
 4                                                    X                                 X
       and associated equipment
       Transportation       of      Supplier‟s
 5                                                    X
       personnel to rig and back.                                                X
 6     All personnel safety equipment for




                           39 of 57
      Supplier‟s personnel.                         X                      X
Sl.                  DESCRIPTION                 PROVIDED BY            AT COSTS OF
No.
                                                SUPPLIER COMPANY SUPPLIER COMPANY
      Any damage or loss to Supplier‟s
      Equipment and material in Supplier‟s
7                                                    X                     X
      custody during transit to Company‟s
      warehouse / site and return/re-export.
      Accommodation          of    Supplier‟s
8                                                                X                 X
      personnel.
      Emergency medical treatment for
9     Supplier‟s      personnel     including        X                     X
      emergency hospitalization.
      Medical      attention    and     other
10    requirements of Supplier‟s personnel           X                     X
      and while traveling.
      Passport, visas, and work permits
      and related documentation required
11                                                   X                     X
      to maintain Supplier‟s personnel in
      India.
12    After sales service                            X                             X



                                        Attachment 1



      S.N.          Item                                             Description
      A             Mounting & Carrier Truck:

      1.            General     Arrangement      of          :
                    components       and    allied
                    equipments
      2.            Carrier Truck:

      2.1           Make / Model                             :

      2.2           Type / Drive                             :

      2.3           Laden Weight                             :

      2.4           Wheel base                               :

      2.5           Dimension overall (Length       x        :
                    Width) (Excluding cabin)
      2.6           Tyre size & Nos.:




                           40 of 57
2.6.1   i) Front Axle                       :

2.6.2   ii) Rear Axle                       :

2.7     Climbing (Gradient) availability    :

2.8     Prime mover of carrier:

2.8.1   Make/Model                          :

2.8.2   BHP (rated) & Highest Efficiency    :
        RPM
3.8.3   Specific Fuel Consumption at        :
        Highest Efficiency RPM
2.8.4   Max. Torque                         :

2.8.5   Performance curves:

        (i)Torque V/s Speed                 :

        (ii) BHP V/s Speed & SFC            :

2.8.6   Fuel tack capacity                  :

2.8.7   Battery capacity volts/AH           :

B       MAST:

1.      Type of Construction:               :

2.      Type of Material (Structural        :
        Steel)
3.      Height (mast vertical) above        :
        ground level
4.      Clearance of mast from ground       :
        level
5.      Height above drill platform         :

6.      Height (Mast horizontal)            :

7.      Feed travel                         :

8.      Single drill pipe loader            :

9.      Raising        and       lowering
        arrangement:
9.1     (i) Nos. of Hyd. Cylinders          :




               41 of 57
9.2    (ii) Make of Hyd. Cylinders          :

9.3    (iii) Capacity of Hyd. Cylinders     :

9.4    (iv) arrangement for slowing         :
       down raising rate in final 5 to 10
       degree
10.    Working load capacity                :

11.    Handling Capacity:

11.1   (i) Drill Pipe                       :

11.2   (ii) Casing Pipe                     :

12.    Slip box                             :

12.1   Bidder to provide details            :

13.    Mast base opening (when all          :
       slips removed)
15     Rubber Pipe Wiper

16     Rig leveling indicators              :

17     Lighting Arrangement                 :

C      BREAK OUT SYSTEM

1.     Hydraulic Fork - Torque capacity     :

2.     Hydraulic Break Out - minimum        :
       pulling torque
3.      Cylinder Dia.                       :

4.     Stroke                               :

5.     Capacity range of pipe wrench &      :
       chain wrench to handle of pipe
D      TOP DRIVE ROTARY HEAD:
1.     Construction & Type                  :

2.     Type of Gear box                     :

3.     Rotary Head travel                   :

4.     Max Torque & speed                   :




              42 of 57
5.    Torque Control System              :

6.    Speed range                        :

7.    Centering of Winch Line            :

8.    Lifting arrangement for heavy      :
      casing string
9.    To be run for Half hour            :

E     Mud rotary system in Top Drive:
1.    Construction / Type                :

2.    Opening Size                       :

      FEED SYSTEM (PULL DOWN, PULL BACK AND HOLD
F
      SYSTEM):
1.    Feed Travel                :

2.    Nos. of Hydraulic Cylinder:        :

3.    Pull Down force                    :

4.    Pull Back force (hoist capacity)   :

5.    Pull up speed rapid                :

6.    Pull up speed low                  :

7.    Pull down speed rapid              :

8.    Pull down speed low                :

9.    Hold back arrangement              :

10.   Micro Feed arrangement             :

11.   Actuating system (Chain/ Wire      :
      Rope)
G     WINCH FOR CASING HOIST:

1.    Power                              :

2.    Type of power transmission         :

3.    Safety system                      :

4.    Bare drum pull capacity            :




            43 of 57
5.    Wire rope diameter                     :

6.    Length of Wire rope                    :

H     JIB BOOM          WITH    AUXILLIARY
      WINCH:
1.     Power                                 :

2.    Type of power transmission             :

3.    Safety system                          :

4.    Bare drum pull capacity                :

5.    Wire rope diameter                     :

6.    Length of Wire rope                    :

7.    Swing of Jib Boom                      :

8.    Retraction / extension limit           :

9.    Load Capacity: Retracted               :

10.   Load Capacity: Extended                :

I     HYDRAULIC SYSTEM: (add information for other Pumps,
      Motors, and any accessories provided by tenderer and not
      included herewith)
J     PRIME MOVER FOR HYDRAULIC SYSTEM:

1.    Make/Model                             :

2.    Type                                   :

3.    BHP (Rated)                            :

4.    Rated RPM                              :

5.    High idling RPM                        :

6.    Low idling RPM                         :

7.    Specific Fuel Consumption              :

8.    Flow meter for recording the fuel      :
      consumption in a sealed /
      tamperproof outer box.




             44 of 57
9.    Filters                            :

10.   Safety Devices                     :

11.   Performance Curves:

      i) Torque v/s Speed:               :

      ii) BHP v/s Speed:                 :

      iii) SFC v/s Speed:                :

K     HYDRAULIC    PUMP           FOR    :
      ROTATION, FEED etc.:
1.    Type                               :

2.    Make                               :

3.    Output flow                        :

4.    RPM                                :

5.    HP                                 :

6.    Quantity of each type & capacity   :

L     HYDRAULIC MOTORS FOR
      ROTATION, WATER / FOAM
      INJECTION, WINCH etc :
1.     Type                              :

2.    Make                               :

3.    Input flow                         :

4.    RPM                                :

5.    HP                                 :

6.    Quantity of each type & capacity   :

M     LEVELLING JACKS:

1.    Type / Nos.                        :

2.    Stroke                             :

3.    Foot pad dia                       :




             45 of 57
4.   Control System                     :

5.   Provision for Screw Jacks          :

N    WATER/FOAM INJECTION:

1.   Make/Model                         :

2.   Type                               :

3.   Minimum Flows of water & Foam      :

4.   Volume Control system              :

5.   Working Pressure (Kg./cm2)         :

6.   Drive                              :

7.   Capacity of Foam /water tank       :

O    AIR COMPRESSOR

1.   Make / Model                       :

2.   Capacity (FAD)                     :

3.   Max. Working Pressure              :

4.   Type of Drive:                     :

5.   Control system                     :

6.   Volume / Pressure Regulator        :

7.   Details of accessories             :

8.   Cooling system                     :

9.   Air Hose: Size / Type / Pressure   :
     rating
P    Booster

1.   Make / Model                       :

2.   Type                               :

3.   Stage                              :




             46 of 57
4.    Output Pressure                :

5.    Specific Fuel Consumption      :

6.    Safety Devices                 :

7.    Performance Curves:            :

8.    Weight of complete unit:       :

Q     CONTROL PANEL:

1.    Location                       :

2.    Pull down pressure gauge       :

3.    Hold back pressure gauge       :

4.    Air Pressure gauge             :

5.    Deck engine (if provided
      separately than compressor
      prime mover):
5.1   Lubricant oil pressure gauge   :

5.2   Ammeter                        :

5.3   Water temperature gauge        :

5.4   Speedometer                    :

6.    Compressor engine

6.1   Lubricant oil pressure gauge   :

6.2   Ammeter                        :

6.3   Water temperature gauge        :

6.4   Speedometer                    :

7.    Working Light                  :

8.    Emergency Shut Down System     :

9.    Size of control panel.         :

10.   Suitable panel cover           :




            47 of 57
11.   Foldable working platform              :

12.   All operating Levers                   :

13.   Mud Pump control system                :

14.   Performance / Functional test by       :
      operating for half an hour
R     MANUALS & CATALOGUES

1.    Printed Material & C.D.                :

S     Miscellaneous items

1.    Accessories and Tools: (all)           :

2.    All the initial fillings of oils and   :
      coolants for the complete
      equipments inclusive of engines,
      compressors, hydraulic pump
      etc.
3.     Consumables: (all)                    :

4.    Spares for first two years for         :
      periodical maintenance (all)




             48 of 57
    Schedule - III



SCHEDULE OF PRICES




 49 of 57
NOTES ON PRICING


1.    Supplier shall submit prices and /or rates for all items required by the Schedule of Prices.
      All amounts are to be quoted in US$/INR and are to be submitted only on the Schedule of
      Prices sheets provided.

2.    All prices and rates quoted shall be firm throughout the duration of Contract and
      extensions if any.

3.    The prices/rates quoted shall prevail throughout the duration of the Contract and shall not
      be subjected to revision by reason of cost escalation or currency fluctuation.

4.    Supplier shall include the cost for third party inspection of the rig in the Contract Price.
      However EOL shall bear the travelling expenses of EOL‟s Personnel/representative
      deputed to Supplier‟s premises for witnessing such inspections.

5.    Supplier shall quote for two years of Operational and Maintenance Spares indicating Unit
      Rate, Qty Recommended and the Total Price. The cost of two years of Operational and
      Maintenance Spares will be included in the evaluation of Contract Price.


SUBMISSION OF INVOICE AND PAYMENT

(a)   Supplier shall submit invoice specifying the Contract number and shall address the
      invoice to:

              Essar Oil Limited
               th
              4 Floor, Essar Techno Park, Bldg. „B‟,
              P.O. Box 7162, Swan Mill Compound, L.B.S.Marg,
              Kurla (W), Mumbai 400070, India.
              Tel: 91 22 67335000
              Fax: 91 22 67082185

(b)   EOL shall make payment to Supplier for all undisputed part of the invoice(s) within
      thirty (30) days of receipt of invoice at EOL‟s office.

(c)   Should EOL dispute any invoice in whole or in part, EOL shall notify Supplier of the
      dispute and shall specify the contested item or items contained in the invoice. On
      receiving such notice of a dispute, Supplier shall provide all such further details as may
      reasonably be required to substantiate the relevant invoice within 15 days of receipt of
      notice. EOL shall withhold payment of a disputed amount until the dispute is resolved, but
      shall pay the undisputed amount in full.

(d)   Payment by EOL of any account submitted by the Supplier shall not discharge or release
      the Supplier from any of its obligations under the Contract or be deemed Approval or
      acceptance of Supply covered by such account.




                             50 of 57
Company shall compensate Supplier for the supply of Rig unit in accordance with the Unit rates
specified hereunder. In case of foreign bidders, Supply of Rig unit on FOB basis is included in
the firm scope, but insurance & sea freight of Rig unit are optional items to be exercised by
Company at his discretion. In case of Indian bidders, rates are to be quoted for supplying Rig
unit at EOL warehouse, Durgapur, West bengal.



Schedule of Rates for Indian Suppliers:

                                                           Rate of   Packing,      Rate of
                                                           Excise    forwarding    VAT/
                                                   Basic                                     Total
                                                                     , Insurance   CST &
                                                   Price   Duty*                             Price
 Sl.                                                                 etc.          Amount
         DESCRIPTION OF ITEMS               QTY    for     &                                 on FOR
 No.                                                                 Transporta
                                                   each    Amount                            site
                                                                     tion      &
                                                   unit                                      basis
                                                                     Service tax
                                                                     (if any)
 A       RIG                               1 Set

         Capable of drilling with
         air/mud with Top Drive,
         capable of drilling 8 ½” up to
         target depth of 1500 meters
       Air Compressor 900-1250 cfm 1 Set
       at 350psi as per Technical
B
       specification and suitable for
       drilling up to 1500 meters
       Booster 1500 PSI at 1800-2500
       cfm       as    per     Technical
C                                         1 Set
       specification and suitable for
       drilling up to 1500 meters
       Spares for 2           years    of
       continuous       operation     for
D      periodic maintenance. Bidder to 1 Set
       list out the spares and provide
       itemized rate for the spares
       Commissioning spares
       Bidder to list out the spares and
E                                         1 Set
       provide itemized rate for the
       spares
       Third Party Inspection cost of
F                                         1 LS
       the Rig


Notes:

* Under deemed export benefit clause, Company shall not pay Excise duty to the manufacturers
but shall issue Project authority certificate and payment confirmation for reimbursement of terminal
excise duty. However, for non-manufacturers Company shall neither pay Excise duty nor issue
Project authority certificate for reimbursement of terminal excise duty.




                                51 of 57
Schedule of Rates for Foreign Suppliers:

Currency USD                                                           Port of Export ---------------------

                                                                             Basic Price
                                                                             FOB basis       Total  Price
Sl. No.   DESCRIPTION OF ITEMS                                 QTY
                                                                             for   each      FOB basis
                                                                             unit
  A        RIG                                                 1 Set
           Capable of drilling with air/mud with Top Drive,
           capable of drilling 8 ½” up to target depth of
           1500 meters
          Air Compressor 900-1250 cfm at 350psi as per 1 Set
  B       Technical specification and suitable for drilling up
          to 1500 meters
          Booster 1500 PSI at 1800-2500 cfm as per
  C       Technical specification and suitable for drilling up 1 Set
          to 1500 meters
          Spares for 2 years of continuous operation for
  D       periodic maintenance. Bidder to list out the 1 Set
          spares and provide itemized rate for the spares
          Commissioning spares
  E       Bidder to list out the spares and provide itemized 1 Set
          rate for the spares
   F      Third Party Inspection cost of the Rig              1 LS


For Foreign Supplier

Packing & Forwarding Charges                                                             : -------------

Total Price on FOB basis                                                                 : -------------

Insurance charges for total quantities for sea freighting
from port of export to Kolkotta                                                          : -------------

Sea freight for total quantities from port of export to Kolkotta                         : -------------

For Indian Supplier

Total price on FOR Site basis at EOL Warehouse, Durgapur, West Bengal                    : ---------




                                 52 of 57
    SCHEDULE - IV



DISPATCH INSTRUCTIONS




    53 of 57
1.   Shipment and Shipping Notices

     The Supplier shall make shipment of the Goods only after prior approval by the
     Company and on issue by the Company of a dispatch instruction for shipment.
     In the event of the Supplier having been advised to hold shipment of the Goods
     for any reason, the Supplier shall hold the Goods in his warehouse for a further
     period of at least sixty (60) calendar days without any compensation being due to
     him from the Company.

2.   Essentiality Certificate

     Imports of certain goods or supplies for the Company‟s operations are exempted
     from custom duties. To ensure that this concession is availed, the Supplier shall
     inform the Company well in advance of the Goods to be shipped and the
     Company shall be responsible for applying for and obtaining the Essentiality
     Certificates required for exemption from customs duties and clearing the Goods
     through customs.

3.   Packing and Marking

     Without prejudice to any other provisions of the Contract, the Supplier shall be
     held liable for damages or breakage to the Goods due to defective or insufficient
     packing as well as for corrosion due to insufficient surface protection. The Goods
     and packing of the Goods shall be marked as specified in the Attachment 2 to
     this Appendix.

4.   Title of Supply

     The Title of the Supply gets transferred from Supplier to EOL on clearance of the
     Supplies at EOL's site in West Bengal. After satisfactory receipt of the Supply
     including all the spares, tools and tackles at EOL's site.




                           54 of 57
                                        ATTACHMENT 1

                    INSTRUCTIONS TO SUPPLIERS AND SHIPPERS


RE: COMMERCIAL INVOICE AND BILL OF LADING / AWB FOR EQUIPMENTS AND
CONSUMABLES BEING SENT TO INDIA FOR ESSAR OIL LIMITED


Once the Goods are ready for dispatch -

DRAFT COPY OF COMMERCIAL INVOICE SHOULD BE FAXED TO THE COMPANY
FOR APPROVAL. ONLY ON OBTAINING THE COMPANY‟S APPROVAL, SHALL THE
ACTUAL COMMERCIAL INVOICE (“CI”) BE PREPARED AND FAXED TO THE COMPANY
ALONG WITH TECHNICAL LITERATURE / TECHNICAL WRITE UP OF THE GOODS. A
SOFT COPY OF THE COMMERCIAL INVOICE MUST BE SENT SIMULTANEOUSLY TO
THE COMPANY. BILL OF LADING (“BOL”) OR AIR WAY BILL (“AWB”) MUST BE FAXED
AND ORIGINALS SENT BY COURIER TO THE COMPANY

The faxes must be sent to:

              Essar Oil Limited
               th
              4 Floor, Essar Techno Park, Bldg. „B‟,
              P.O. Box 7162, Swan Mill Compound, L.B.S.Marg,
              Kurla (W), Mumbai 400070, India.
              Tel: 91 22 67335000
              Fax: 91 22 67082185

              Attn: Mr. Vishwa Vijay Jain – Senior Manager – Procurement & Contracts

THE ORIGINAL BOL / AWB AND AN ORIGINAL COMMERCIAL INVOICE MUST BE
COURIERED TO THE COMPANY AS SOON AS THE GOODS DEPART.

Courier to:   Essar Oil Limited
               th
              4 Floor, Essar Techno Park, Bldg. „B‟,
              P.O. Box 7162, Swan Mill Compound, L.B.S.Marg,
              Kurla (W), Mumbai 400070, India.
              Tel: 91 22 67335000
              Fax: 91 22 67082185

              Attn: Mr. Vishwa Vijay Jain – Senior Manager – Procurement & Contracts


For the information of the Supplier, the Company needs the faxed copies of CI, BOL/AWB
and LITERATURE / TECHNICAL WRITE UP of equipment mentioned in the CI along with a
soft copy of the CI, to compile a submission to the Indian authorities to allow import of the
goods into India with duty exemption (an application for an “Essentiality Certificate”). This
process takes considerable time and it depends on the completeness, correctness and
legibility of the information contained in the submission. The Company requires originals to
be couriered to speed up the process of clearing through Customs once the Essentiality
Certificate has been obtained. Delays to the process are costly in terms of demurrage and



                             55 of 57
consequential losses. The Supplier shall be responsible for the timely submission to the
Company of all documents in accordance with this Appendix and shall ensure that all such
documents are complete, correct and legible.

The COMMERCIAL INVOICE must be on official letterhead, must have a reference number
and must contain the information below. Please note that the Commercial Invoice must
clearly state “Commercial Invoice”. A Proforma Invoice, Delivery Note, or other
description is not acceptable, as the authorities will only process an invoice if it
shows “Commercial Invoice”.


1.     Consignee or Sold to:

              Essar Oil Limited
               th
              4 Floor, Essar Techno Park, Bldg. „B‟,
              P.O. Box 7162, Swan Mill Compound, L.B.S.Marg,
              Kurla (W), Mumbai 400070, India.


2.     A description of the items shipped showing unit cost, quantity and total cost per item.


3.     Total Price


4.     Authorised signature of Supplier and Supplier‟s Company stamp.

The Commercial Invoice referred to in this Appendix is for Customs‟ purposes only and shall
not be deemed to be an invoice for payment of the Price by the Company.




                            56 of 57
                                   ATTACHMENT 2


                                       MARKINGS


In addition to any markings specified elsewhere in this Contract, all Goods being shipped
must bear the following stenciled on the materials, wooden crate, third party services
equipment or container.



1.     NAME & ADDRESS OF CONSIGNEE

       Essar Oil Limited
       4th Floor, Essar Techno Park, Bldg. „B‟,
       P.O. Box 7162, Swan Mill Compound, L.B.S.Marg,
       Kurla (W), Mumbai 400070, India.



2.     NAME & ADDRESS OF CONSIGNOR

       Supplier‟s name and address.


3.     AGREEMENT NUMBER

       As set out on the front cover of this Contract.


4.     DESCRIPTION OF THE GOODS

       Brief description of the Goods being shipped.




                            57 of 57

				
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