INTEGRITY
PACT
THIS
AGREEMENT is entered into between the following Parties:
KIOCL
LTD, Blast Furnace Unit (KIOCL-BFU)
hereinafter referred to as the “Seller”,
and
<
> hereinafter referred to as the “Bidder”
(Name of the Party)
Preamble
The
Seller intends to award a contract, following its laid-down organizational
procedures, for Sale
of Pig Iron. The Seller values full compliance with all relevant
laws and regulations and the principles of economical use of resources and of
fairness and transparency in its relations with its bidder(s) and / or buyer(s)
In
order to achieve these goals, the Seller cooperates with the renowned
international Non-Governmental Organization, "Transparency
International" (TI). Following TI's national and international experience,
the Seller will appoint an External Independent Monitor (EIM) who will monitor
the tender process and the execution of the Contract for compliance with the
principles mentioned below.
IT
IS AGREED AS FOLLOWS:
Definitions:
a)
“Seller” means
KIOCL LTD, Blast Furnace Unit(KIOCL-BFU), incorporated under the Companies Act
1956, having their registered office at Koramangala, Bangalore – 560 034 and
includes their successors.
b)
“Bidder” means
the person, firm or company submitting a tender/P.O. against the Invitation to
Tender and includes his/ its/ their staff, consultants, parent and associate and
subsidiary companies, agents, consortium and joint venture partners,
sub-contractors and suppliers, heirs, executors, administrators,
representatives, successors.
c)
“Buyer” means
the Tenderer whose tender has been accepted by the Seller or Company whose
tender has been accepted and shall be deemed to include his/ its/ their
successors, representatives, heirs, executors and administrators unless excluded
by the Contract.
d)
"External
Independent Monitor" means a person, hereinafter referred to as EIM,
appointed, in accordance with clause 8.a
below, to verify compliance with this agreement.
e)
"Party"
means a signatory to this agreement.
f)
“Contract” means
the contract entered into between the Seller and Tenderer/Buyer for the
execution for
Sale Pig Iron mentioned in the preamble above.
Commitments
of the Parties
The
Seller commits itself to take all measures necessary to prevent corruption
(inducement to violate duty assigned to its employees) and to observe the
following principles;
i.
No
employee of the Seller, personally or through family members or any third
person, will in connection with all stages of tendering
or the execution of Contract, demand or take a promise, or accept, for
him/herself or any third person, any material or non-material benefit which
he/she is not legally entitled to;
ii.
The
Seller will, during the tender process, treat all Tenderers with equity and
reason. The Seller will in
particular, before and during the tender process, provide to all Tenderers the
same information and will not provide to any Tenderer any information/
clarification through which the Tenderer could obtain an advantage in relation
to the tender process or the Contract execution;
iii.
The
Seller will not take, directly or indirectly, any steps, which could unduly
influence the functioning of EIM.
iv.
If
the Seller obtains information on the conduct of any of its employees which is a
criminal offence under the relevant Anti-corruption Laws of India/ guidelines of
Govt. / guidelines of CVC/ guidelines of Seller, or if there be a substantive
suspicion in this regard, the Seller will inform its Vigilance Office and in
addition can initiate disciplinary
actions.
v.
If
the Seller obtains information of conduct of a bidder or buyer or of an employee
or a representative or an associate of a bidder, or buyer, which constitutes
corruption, or if the Seller has a substantive suspicion in this regard, the
Seller will inform the Vigilance Department of the Seller.
2.1
The Tenderer /Buyer commits himself to take all measures necessary to
prevent corruption. He commits himself to observe the following principles
during his participation in the tender process and during the Contract
execution;
i.
The
Tenderer / Buyer will not directly or through any other per Seller son(s) or
firm, offer, promise or give to the Seller, or to any of the Seller’s
employees involved in the tender process or the execution of the Contract or to
any third person any material or immaterial benefit which he / she is not
legally entitled to in order to obtain, in exchange, an advantage during the
tender process or to vitiate the Seller’s tender process or the execution of
the Contract.
ii.
The
Tenderer / Buyer will not enter with other Tenderers into any illegal agreement
or understanding, whether formal or informal.
This applies in particular to prices, specifications, certifications,
subsidiary contracts,
submission
or non-submission of bids or actions to restrict competitiveness or to vitiate
the Seller’s tender process or the execution of the Contract.
iii.
The
Tenderer / Buyer will not commit any criminal offence under the relevant
Anti-corruption Laws of India; further, the Tenderer / Buyer will not use
improperly, for purposes of competition or personal gain, or pass on to others,
any information provided by the Seller as part of the business relationship,
regarding plans, technical proposals and business details, including information
contained or transmitted electronically.
iv.
The
Tenderer / Buyer of foreign origin shall disclose the name and address of the
agents/representatives in India, if any. Similarly, the Tenderer / Buyer of
Indian Nationality shall furnish the name and address of the foreign Sellers, if
any.
v.
The
Tenderer / Buyer will, when presenting his bid, disclose any and all payments he
has made, is committed to or intends to make to agents, brokers or any other
intermediaries in connection with the award of the Contract.
vi.
The
Tenderer/ Buyer will not take, directly or indirectly, any steps, which could
unduly influence the functioning of EIM.
vii.
The
Tenderer / Buyer will not instigate third persons to commit offences outlined
above or be an accessory to such offences.
2.2
Obligation to Ensure Compliance
a).
Each Party will take all reasonable steps to ensure that the provisions
of this agreement which are binding on it are complied with by all of its staff,
consultants, parent and associated and subsidiary companies, agents, consortium
and joint venture partners, sub-contractors and suppliers.
b).
Each Party will appoint an appropriate senior manager with responsibility for
ensuring that the provisions of this agreement are complied with.
Section
3 - Disqualification
from tender process and exclusion from future contracts
a).
If the Tenderer, before award of Contract, has committed a transgression through
violation of any of the terms under
section 2 above or in any other form such as to put his reliability or
credibility as Tenderer into question, the Seller is entitled to disqualify the
Tenderer from the tender process or to terminate the Contract, if already
signed, for such reason.
b).
If the Tenderer / Buyer has committed a transgression through a violation of any
of the terms under section 2 above or
in any other form such as to put his
reliability
or credibility into question, the Seller is entitled also to exclude the
Tenderer / Buyer from future Contract award processes. The imposition and
duration of the exclusion will be determined by the severity of the
transgression. The severity will be determined by the circumstances of the case,
in particular the
number
of transgressions, the position of the transgressors within the company
hierarchy of the Tenderer /Buyer and the amount of the damage. The exclusion
will be imposed for a minimum of six (6) months and a maximum of three (3)
years.
c).
If the Tenderer / Buyer can prove that he has restored/ recouped the damage
caused by him and has installed a suitable corruption prevention system, the
Seller may revoke the exclusion before the expiry of the period of such
exclusion.
d).
A transgression is considered to have occurred if, in light of all available
evidence, a reasonable doubt is possible.
a).
If the Seller has disqualified the Tenderer from the tender process prior to the
award according to Section 3 above,
the Earnest Money Deposit (EMD) furnished, if any, along with the offer as per
the terms of the Invitation to Tender (ITT) shall be forfeited.
This is apart from the disqualification of the Tenderer as may be imposed
by the Seller as brought out at section
3 above.
b).
If the Seller has terminated the Contract according to Section
3 above, or if the Seller is entitled to terminate the Contract according to
section 3 above, the EMD/Security
Deposit furnished by the Buyer, if any, as per the terms of the ITT/Contract
shall be forfeited. This is apart
from the disqualification of the Tenderer, as may be imposed by the Seller, as
brought out at section 3 above.
Section
5 - Previous Transgression
a).
The Tenderer hereby declares that no previous transgressions with respect to
provisions of Integrity pact occurred in the last three (3) years with any other
Company in any country or with any other Public Sector Enterprise in India and,
as such, there is no case for his exclusion from the tender process.
b).
The Tenderer hereby agrees that if he has made/makes incorrect statement in
regard to this aspect, he can be disqualified from the tender process or the
Contract, if already awarded, can be terminated for that reason.
Section
6 - Equal treatment of all Tenderers/Buyers/ Sub-Buyers
a)
The
Tenderer / Buyer undertakes to obtain from all sub-contractors a commitment
consistent with this integrity pact, and to submit it to the Seller at the time
of seeking approval of the Seller for appointment of sub-contractors.
b)
The
Seller will enter into agreements with identical conditions as that
of this Integrity Pact, with all Tenderers / Buyers
c)
It
is essential for all tenderes / Buyers to sign the Integrity Pact with the
company if the value of the transaction is more than INR 5 Million. The Seller
will
disqualify
from the tender process all tenderers/ Buyers who do not sign this Pact or
violate its provisions.
a).
In the event that any Party believes that there is prima
facie evidence that there has been a failure by a Party to comply with any
provision of this agreement, such Party will take the following actions:
i.
It will report full details of such suspected non-compliance to the EIM
and CVO with copies to the Chief Executives of each of the Parties.
ii.
If any such non-compliance has been carried out, or assisted by an
individual who is a member of a professional association, and such
non-compliance may constitute a breach of any disciplinary code of such
professional association, such Party may report such matter to the professional
association.
ii.
If such non-compliance may constitute a criminal offence, either in the
country in which the Contract is being carried out, or in the home country of
the organization or individual which carried out or assisted such
non-compliance, such Party may report such matter to the appropriate criminal
authorities in those territories.
b).
In the event that any Party breaches any provision of this agreement, the other
Parties may, in addition to the rights under this agreement, claim damages
against the defaulting Party, and exercise any other rights they may have
against the defaulting Party.
c).
The Parties will take appropriate disciplinary or enforcement action against any
of their staff, consultants, parent and associated and subsidiary companies,
agents, consortium and joint venture partners, sub-contractors and suppliers who
cause or assist in any breach of any provision of this agreement.
Section
8 - External Independent Monitor/Monitors (EIM)
a).
The Seller, will appoint a competent and credible EIM/Number of
EIMs for the duration
of this agreement from the panel of EIMs appointed in consultation with the
Central Vigilance Commission (CVC).
b).
The EIM will assess, on an independent and objective basis, the extent to which
the Parties comply with their obligations under this agreement.
c).
The Parties will, after submission of a tender; after the award of any contract
to them and for the duration of the contract:
i.
allow the EIM unrestricted access to all books, records and staff
relevant to such tender;
ii.ensure
that the EIM has unrestricted access to the relevant books, records and staff of
their consultants, parent and associated and subsidiary companies, agents,
consortium and joint venture partners, sub-contractors and suppliers.
d).
In the event that the EIM believes that there is prima
facie evidence that there is a violation of this agreement, the EIM will
report the same to CEO of the Seller.
e).
Upon receipt of a report from the EIM, CEO of the Seller and the Board will
discuss and try to agree upon the appropriate action to be taken in line with sections
3,4 & 5 above to deal with such violation.
f).
The EIM has no power to inquire any of the Parties to undertake any actions.
No statement by the EIM, whether oral or in writing, is binding on any of
the parties. Any Party in legal or
dispute resolution proceedings can use all reports and other documentation
issued by the EIM. The EIM can be
called as a witness in legal or dispute resolution proceedings.
g).
Fee and /or any other incidentals including traveling/conveyance expenses, if
any, payable to EIM shall be borne by the Seller.
h).
The EIM can only be removed from his appointment, if:
1.
All parties agree in writing to remove him: or
2.
He resigns: or
3.
He is removed from his office by order of a Court having appropriate
jurisdiction.
i)
If the EIM is removed from his appointment, the Seller will appoint
another EIM as per section 8.a above
for the remaining duration of this agreement.
a).
This agreement comes into force as soon as it has been signed by all the Parties
have signed it. It cannot be terminated or varied except by the written
agreement of all the Parties.
b).
This agreement will expire after 12 months from the date of last payment under
the respective Contract for the Buyer, and for all other Tenderers 6 months
after the award of the Contract.
Section
10 - Other Provisions
a).
The Seller will disqualify from the tender process all Tenderers who do not sign
this Pact or violate its provisions.
b).
Should any occasion arise entailing EIM to undertake any investigation under the
provisions of this agreement, the venue for such investigation shall generally
be at KIOCL Corporate Office, Kormangala, Bangalore –560 034.
c).
This agreement is subject to Indian law. Place of performance and
jurisdiction is the corporate office of the Seller.
In case of any dispute, the courts at Bangalore only shall have
jurisdiction.
d).
Changes and supplements as well as termination notices need to be made in
writing. Side agreements have not been made.
e).
Addresses along with other relevant details of the Chief Executives of the
Parties are as given under;
Chairman-cum-Managing-Director, KIOCL
LTD, II–Block,Koramangala, BANGALORE
– 560 034. INDIA. |
Tel
: 080-25531322 (O)
: 080-25531272
(O) Fax
: 080-25521584 (O) |
|
|
f).
Should one or several provisions of this agreement turn out to be invalid, the
remainder of this agreement remains valid. In that case the parties will strive
to come to an agreement to their original intentions.
g).
If the Buyer is a partnership or consortium, all partners or consortium members
must sign this agreement.
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For
the Seller
For the Tenderer/ Buyer
Place
…………………..
Date
…………………..
Witness
1:
………………………………….
(Name
& address)
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Witness
2:
………………………………….
(Name
& address)
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