General Terms & Conditions of Contract

Company/Contractor: Denotes Siddhanta Power and Engineering Pvt. Ltd., its successors, and permitted assigns.

Client/Owner: Denotes the individual, partnership, government body, or corporate entity engaging the Company for Services.

Contract: Represents the entire suite of binding documents including the formally executed Agreement, the Letter of Intent (LoI), the Purchase/Work Order, these GTCs, Technical Specifications, and mutually agreed deviations.

Good Industry Practice: The exercise of that degree of skill, diligence, prudence, and foresight typically expected from a highly skilled and experienced contractor engaged in works of a similar scope and complexity.

Site: The actual lands and locations, provided by the Client, where the Permanent Works are to be executed and operated.

Words importing the singular only shall also include the plural and vice versa where the context requires. Headings in these GTCs are inserted for convenience of reference only and shall not affect the interpretation or construction of the Contract.

Precision of Scope: The Company shall execute and complete the Works strictly in accordance with the "Detailed Scope of Work" attached to the specific Contract. Any works, supplies, or services not explicitly detailed in the agreed Scope of Work are unequivocally excluded and shall be treated as Variations if requested subsequently.

Subcontracting: The Company reserves the right, at its sole discretion, to subcontract discrete portions of the Works to qualified third-party vendors, provided that the Company shall remain primarily responsible for the overall execution and quality of the Subcontracted works in accordance with the Contract.

Reliance on Client Data: The Company shall utilize and rely upon drawings, topographical surveys, geotechnical data, and site parameters provided by the Client. The Company shall not bear any liability, financial or otherwise, for design failures, structural realignments, or delays arising directly from inaccuracies or omissions in the Client-provided data.

Right of Access: The Client shall provide unhindered, free, and exclusive possession and access to the Site on or before the agreed commencement date. Any failure to provide access shall entitle the Company to an Extension of Time (EoT) and compensation for idle mobilization costs.

Unforeseen Subsurface Conditions: Should the Company encounter physical conditions (including artificial obstructions, hazardous materials, or geological anomalies) which were unforeseeable by an experienced contractor, the Company shall promptly notify the Client. All additional costs, redesign efforts, and delays stemming from such conditions shall be borne exclusively by the Client.

Commitment to Safety: The Company is rigorously committed to maintaining the highest HSE standards. The Company shall comply with all applicable national and state statutory requirements regarding labor, occupational safety, and environmental protection.

Client Co-responsibility: The Client must ensure that simultaneous operations by other agencies at the Site do not jeopardize the safety of the Company’s personnel. The Company reserves the right to suspend works, without penalty, if it identifies severe, unmitigated safety hazards caused by third parties or the Client.

Mobilization Advance: Upon execution of the Contract, the Client shall disburse an interest-free Mobilization Advance equivalent to 10% to 20% (as stipulated in the specific Work Order) of the Contract Value against the submission of an equivalent Advance Bank Guarantee (ABG) by the Company.

Progressive Billing (RA Bills): The Company shall submit Running Account (RA) bills monthly or upon completion of milestones. The Client must certify and release payment for such invoices within fifteen (15) days of submission.

Retention Money: The Client may deduct a maximum of 5% from each RA Bill as Retention Money. 50% of the accumulated retention shall be released upon Virtual Completion of the Works, and the remaining 50% shall be released upon the expiry of the Defect Liability Period (DLP).

Tax Exclusivity: All quoted prices and Contract Values are strictly exclusive of Goods and Services Tax (GST) and any other applicable local levies. GST shall be charged additionally at prevailing statutory rates.

Change in Law: If, after the date of submission of the bid, there is any introduction of new laws, modification of existing laws, or alterations in the interpretation of tax structures by competent authorities that impact the cost of execution, the Contract Price shall be equitably adjusted to fully compensate the Company for such financial impacts.

Commencement: The time for completion shall trigger only upon the fulfillment of all precedence conditions: Site handover, receipt of drawing approvals, and realization of the Mobilization Advance in the Company’s bank account.

Extension of Time (EoT): The Company shall be entitled to an Extension of Time, free from financial penalties, for delays caused by Force Majeure, exceptionally adverse weather, Client-induced delays (e.g., delayed approvals, scope variations, late payments), or regulatory injunctions not attributable to the Company's default.

Liquidated Damages (LD): In the event of a delay purely attributable to the Company, LD shall be levied at 0.5% of the delayed portion's value per week, strictly capped at a maximum of 5% of the Total Contract Value. The payment of LD represents the Client's sole, exhaustive, and exclusive remedy for delay, precluding any claims for general or consequential damages.

Defect Liability Period (DLP): The DLP shall be twelve (12) months commencing from the date of Virtual Completion/Handover. During this period, the Company shall rectify, at its own cost, any defects arising strictly from faulty workmanship or materials provided by the Company.

Exclusions: The warranty expressly excludes damages resulting from normal wear and tear, improper operation or maintenance by the Client, unauthorized alterations, or extreme environmental events.

Waiver of Consequential Loss: Under no circumstances shall the Company be liable for any indirect, incidental, special, or consequential damages. This includes, without limitation, loss of anticipated profits, loss of revenue, loss of production, loss of business opportunity, or the cost of replacement power/capital.

Definition: "Force Majeure" means exceptional events beyond the reasonable control of the performing party, including but not limited to acts of God (earthquakes, cyclones, floods), war, hostilities, terrorism, riots, nationwide strikes, epidemics, pandemics, or restrictive governmental mandates.

Relief: Neither party shall be considered in breach of contract to the extent that performance of obligations is prevented by a Force Majeure event. If such an event continues for a continuous period exceeding 90 days, either party may terminate the Contract without liability, save for the Client's obligation to pay for Works executed up to the date of termination.

Termination by Client for Cause: The Client may terminate the Contract if the Company explicitly abandons the Works or persistently fails to execute works per engineering standards despite a 30-day written cure notice.

Termination by Contractor: The Company may immediately terminate the Contract if the Client fails to clear undisputed invoices for a period exceeding 60 days, becomes bankrupt/insolvent, or unilaterally halts the project. In such an event, the Company is entitled to full payment for work done, materials at Site, demobilization costs, and loss of expected profit.

Amicable Settlement: Parties shall attempt to resolve any dispute arising out of or relating to this Contract through good-faith negotiations between senior executives within 30 days of written notice.

Severability: If any provision of these GTCs is found by any court or administrative body of competent jurisdiction to be invalid or unenforceable, the invalidity or unenforceability of such provision shall not affect the other provisions of this agreement.

Waiver: No failure or delay by either party in exercising any right or remedy provided under this Contract or by law shall constitute a waiver of that or any other right or remedy.

Entire Agreement: This document, alongside the specific Work Order, supersedes all prior oral or written communications, negotiations, and representations, constituting the entire agreement between the Client and the Company.