TENDER REF BSP/03/SALE/AC/ENG/APU/INV 27/06/2008

Annexure: NACILTerms & Conditions

1.1.The bidder/s may bid for one or more Aircraft / Engines /APUs / other items as covered in this tender. However separate bid should be provided for each item as specified in the E-Auction Format

1.2.Both Foreign & Indian bidder/s should bid in US Dollars only, in case of successful Indian bidder/s the payment will have to be made in accordance to clause 3, Payments.

1.3.All Taxes, levies, duties, etc as may be applicable at the time of sale, shall be borne by the buyers, and would be payable in addition to the quoted sale amount. Also all costs and charges related to the transfer of the title would need to be borne by the successful bidder(s).

1.4.All requirements of the Director General of Civil Aviation, Govt. of India, or by any other department of the Govt. of India, are to be complied with by the successful bidder(s) before ferrying of the aircraft outside India. All associated costs / charges will be borne by the successful buyer.

1.5.Requests, if any, for deferred payment in the form of Letter of Credit, or through the IATA Clearing House would not be accepted.

1.6.NACIL will not be responsible for documents, if lost in transit or not received in time, including on account of postal or courier delay.

1.7.Conditional offers would not be accepted.

1.8.Amendment to the offers would not be permitted after the close of E-Auction.

1.9.Requests, if any, for Dry Lease or Wet Lease would not be entertained.

1.10.NACIL will not be bound to accept the highest bid, or any other offer, and reserves the right to accept the tenders in part or full.

  1. Sale:
  2. The successful bidder/s would be required to sign an Agreement for Sale with NACIL, prior to taking delivery of the item/s for which he /they may have qualified against this tender.
  3. The title of the Aircraft / Engines / APUs / other items as covered in this tender would be transferred to the buyer after receipt of all payment to NACIL including compliance of all requirements of the tender as also other conditions required by law and by the Regulatory Authorities. The costs and charges incurred for transfer of title would be borne by the buyer.
  4. The Aircraft / Engines / APUs / other items as covered in this tender shall remain in the custody of NACIL, at the risk of the buyer, until delivery has been taken by the buyer following receipt of full payment & fulfillment of all contractual obligations as perthe terms of this tender.
  5. For the items other than Aircraft, Engines, APUs, the sale would be in lots for the respective categories of items (Refer ANNEXURE:E-Auction Format), and offers for piecemeal sale would not be accepted and entertained.
  1. Payments

The successful bidder (the buyer) shall pay the sale price as follows:

3.1.10% of the sale value is to be paid to MSTC as Post Bid EMD within 7 days of acceptance of the offer by NACIL

3.2.Balance payment after adjustment of Pre and Post Bid EMD is to be paid to NACIL within four weeks of acceptance of the offer by NACIL, or approval of the same by the Board of NACIL & by the Govt. of India, whichever is later

3.3.The Final Sale proceeds are to be paid as follows:

3.3.1.Foreign Bidders should pay in USD (please refer annexure: Bank / Contact details )

3.3.2.Indian Bidders will have topay in INR (please refer annexure: Bank / Contact details ) For the payment in INR, the basis of the conversion rate from USD to INR will be the banker’s selling rate as published by the State Bank of India on the date of closure of E-Auction.

3.4.The Pre Bid & Post Bid EMD of the successful bidder(s) will be adjusted against the payment to be made by the successful bidder(s). Pre Bid EMD in respect of unsuccessful bidder/s would be refunded by MSTC within 7 days of closure of E-Auction

3.5.Pre Bid & Post Bid EMD shall not carry any interest.

3.6.In case a bidder/s withdraws his bid after completion of E-Auction process, or fails or refuses to honour his offer, if selected for the items as tendered for, or defaults in any manner in the fulfillment of his obligations under this tender, the Pre Bid & Post Bid EMD (wherever applicable) would be forfeited.

3.7.The successful bidder shall take possession of and remove the aircraft within four weeks of acceptance of the offer by NACIL, or approval of the same by the Board of NACIL & Govt. of India, whichever is later, subject to 100% payment having been made to NACIL.

3.8.In case of failure to remove the Aircraft / Engines / APUs and other items as specified in this tender within the stipulated time, demurrage charges @ 5% of the sale price will be charged for every 30 days of delay or part thereof. This is, however, without prejudice to the rights of NACIL to forfeit any or all payments made by the buyer, and to automatically revoke the sale, and to re-sell such item(s) at the cost and risk of the buyer.

3.9.NACIL will not make or participate in any financing agreement in favour of any of the prospective buyers.

3.10.The expenses incurred with regard to remitting payment through Demand Draft / Banker’s Cheque, or for wire transfer will be borne by the buyers.

  1. Delivery
  2. Delivery of the Aircraft / Engines / APUs / other items as covered in this tender will be made only after signing of the Sale Agreement & realization of the sale price in full
  3. The buyer will have to make his own arrangements for ferrying the aircraft from Mumbai.
  4. Expenses, if any, incurred by NACIL associated with ferrying the Aircraft, or the removal, transportation of Engines / APUs / other items as covered in this tender after the transfer of title, shall be reimbursed by the buyer if so agreed by NACIL.
  5. The Agreement for sale between NACIL and the successful bidder/s, and delivery of the item/s as covered in this tender would be subject to the clearances from Board of Directors of NACIL, and The Government of India.
  6. After acceptance of the offer, and until receipt of clearances from the Board of Directors of NACIL and The Government of India, there would be normal wear and tear of the Aircraft / Engines / APUs and other items. These items would be delivered in “as is where is” condition.
  7. Acceptance of the items offered.

Once the offer has been submitted by the bidder/s, it is construed that the bidder/s is / are satisfied with the contents & status of the Aircraft / Engine / APU and other items as quoted for. No rejection under any pretext will be allowed at the time of delivery, or at a later date.

  1. Documents

For the serviceable Aircraft components, the serviceable tag will be provided by the authorized signatory of NACIL, and / or the manufacturer’s certificate as currently available will be provided. No tags will be provided for the items in “as is”/”as removed” condition. However, all efforts will be made to provide the traceability for the major components.

  1. Adjustment of Shortage/ Excess
  2. The quantities indicated in the list of inventory for sale are as per our computerized inventory system as on 28.05.2008.
  3. There may be cases at the time of delivery where quantity variation by way of excess or shortagesmay occur. All such variations in excess or shortages will be governed as per clause 7.3.
  4. All the items offered for sale are those appearing in the inventory system of NACIL, and each item has a corresponding average value. In case of shortage or excess, the total offered price to total inventory value of the particular lot in percentage terms will be calculated, and the same percentage would be applied to the inventory value of the items that are short or in excess for the purpose of compensation to the buyer and the NACIL respectively.

Example:

Let
n = Total number of items in a given lot
x = the offered price for 'n' items
y = total inventory value of NACIL for 'n' items

For shortage or excesses, the adjustment factor, a = x/y * 100

At the time of upliftment from NCAIL following completion of the e-auction process, suppose the number of items actually available = n + m.

Let NACIL inventory value for 'm' items = v

Compensation for shortage / excess = v * a.

NOTE: * signifies multiplication sign"

  1. Right of Withdrawal

NACIL reserves the right to withdraw the Aircraft / Engine / APU / and other items from sale without assigning any reason whatsoever. Should such a withdrawal occur after submission of E-Auction, the EMD (pre-bid / post bid) would be returned to the bidders.

  1. Agreement Finalization

The successful bidder/s would be required to visit Mumbai at their own expense for execution of the Sale Agreement.

  1. Applicable Law & Jurisdiction

The terms and conditions of this tender and the consequent contract entered into by and between NACIL and the successful and accepted bidder would be interpreted in accordance with the laws of India. Any dispute arising out of this tender and / or the contract shall be settled by mutual negotiations failing which, the competent courts at Mumbai, India, would have the jurisdiction to resolve the dispute.

Validity

The offers made by the bidders shall be valid for a period of 120 days (one hundred and twenty days) from the closing date of the E-Auction.

  1. Integrity Pact

It is mandatory for the prospective bidders to sign the INTEGRITY PACT with NACIL as per format given in "ANNEXURE -INTEGRITY PACT". The INTEGRITY PACT, duly signed by the authorised signatory of the bidder ,as well as acceptance of the final Terms & Conditions should be sent alongwith the Pre bid EMD.