Special Terms and Conditions

for

Promotional/Merchandise/ Office Gifting Printing Service

 1. Agreement Overview

This Agreement represents a Special Terms and Conditions (STC) and Service Level Agreement (“SLA” or “Agreement”) between the Buyer and Printing Service provider. The purpose of this Agreement is to facilitate the implementation Promotional Merchandise Printing Service for the use of the Buyer or any other designated person/ representative of the Buyer. This Agreement outlines the Scope of Work, Buyer’s Obligations, Special Terms and Conditions related to service delivery, and payment of services for mutual understanding of the Stakeholders. The Agreement remains valid till completion of Scope of Services or end of contractual duration (whichever is earlier) unless either superseded by a revised Agreement mutually endorsed by the Stakeholders or terminated by either of the parties thereof.

The Services contracts placed through GeM shall be governed by the following set of Terms and Conditions:

1. General terms and conditions for services (GTC).
2. Service Specific STC of the Services contracts shall include the Service Level Agreement (SLA) for the Service.
3. BID / Reverse Auction specific ATC.

The above terms and conditions are in reverse order of precedence i.e. ATC supersedes Service specific STC which supersedes GTC, whenever there are any conflicting provisions. The above set of terms and conditions along with the Scope of Work and Service Level Agreement as enumerated in the document shall be construed to be part of the Agreement between Buyer and Service Provider.

 2. Objectives and Goals

The objective of this Agreement is to ensure that all the commitments and obligations are in place to ensure consistent delivery of services to Buyer by Service Provider. The goals of this Agreement are to:

1. Provide clear reference to service ownership, accountability, roles, and responsibilities of both parties.
2. Present a clear, concise, and measurable description of services offered to the buyer.
3. Establish terms and conditions for all the involved stakeholders, it also includes the actions to be taken in case of failure to comply with conditions specified.
4. To ensure that both the parties understand the consequences in case of termination of services due to any of the stated reasons

The Agreement will act as a reference document that both the parties have understood the above-mentioned terms and conditions and have agreed to comply with the same. The Agreement can also be revised/ modified on mutual consent of the stakeholders.

 3. Parties to the Agreement

The main stakeholders associated with this agreement are below-

1. Buyer: The buyer is responsible to provide clear instructions, approvals, and timely payments for the services availed
2. Service Provider: The service provider is responsible to provide all the required services in a timely manner. The service provider may also include the seller, any authorized agents, assignees, successors, and nominees as described in the agreement.

The responsibilities and obligations of the stakeholders have been outlined in this document. The document also encompasses service level/ penalties in case of non-adherence to the defined terms and conditions. It is assumed that all stakeholders have read and understood the same before signing the document.

 4. Scope of Services

Promotional/ Merchandise/Office Gifting Printing Services aims to provide cost effective solutions and services to print a wide variety of products, merchandise and promotional material - coffee mugs, t-shirts, caps, pen, customized stationery items, batches, bags, water bottles etc. or any other printing on products like – barrels, cans etc for industrial purposes.

 4.1 Service Details and Standards

1. The service has two major components – product and printing. For product, brand warranty or standard warranty for the defined term by brand shall only be applicable. For printing, Service Provider may choose to provide warranty or possible replacement of the products that Buyer is buying.
2. All the printed order should be of desired quantity. Any shortfall in numbers will attract deductions.
3. The order should be aligned to the specifications chosen by Buyer. The quality of material should not deviate from what is chosen by the Buyer
4. If required, the Random samples of product will be sent for testing to Government approved laboratory for quality maintenance purpose and charges shall be borne by Buyer. If the random sample gets rejected, that should be acceptable to the Service Provide.

5. Terms and Conditions

5.1 Buyer’s Obligation

Buyer’s obligations will include the following-

1. Photograph sample of product must be attached with the bid clearly indicating the product.
2. Buyer shall form a Quality Monitoring Committee or appoint a Single Point of Contact (SPOC) to approve the product’s quality and take all decisions related to service delivery.
3. The Buyer quality committee/ SPOC shall provide all necessary approvals related to service delivery on time to get the services delivered within the timelines.
4. Buyer shall undertake independent quality audits as and when deemed necessary.
5. Price Variation Clause:

"It is advisable to include Price Variation Clause in the long-term contracts to take care of the increase/decrease in prices of various ingredients which majorly affect the overall price of the service. Buyers are therefore advised to include the Price Variation Clause (PVC) in the bid document through ATC for long term contracts. The additional payment, if any, on account of PVC can be done offline till such time online functionality is developed on GeM."

5.2   Service Provider’s obligations

Service Provider’s obligations will include the following-

1. Service Provider shall ensure that the level of service provided is of the desired standard and shall ensure full compliance to the terms and conditions of the contract.
2. The supply of product will have to be dispatched within defined timelines of the issuance of purchase order by Buyer at selected centre. No extra charge shall be paid to Service Providers for supplying products to mentioned location (delivery of products). Any delay in delivery or failure to supply of products to Buyer, as per agreed technical quality and specifications would entitle Buyer to invoke deductions clause or even cancel the whole/part of the order. In the event of cancellation of the order, Buyer shall not be liable to pay any amount including the cost incurred by the Service Provider to execute the job and the Service Provider shall not be entitled to recover from Buyer any amount by way of damages, loss or otherwise for such cancellation of the order but at the same time Buyer shall be entitled to recover the loss, which it may incur on account damages during delivery of product.
3. The Service Provider shall be responsible for ensuring compliance with the provisions related to Labour Law [Central/State] and especially Minimum Wages Act, Payment of Wages Act, PF, ESI Act, Payment of Bonus Act, Contract Labour [R&A] Act, Workmen Compensation Act, and all other applicable laws from time to time.
4. Service Provider shall ensure the timely delivery with the agreed standards and quantity of required services to the Buyer.
5. The Service Provider shall arrange for any special type of equipment and machines if required for printing service at his own cost.

5.3   Other Terms and Conditions

1. Since timely delivery is one of the most important aspects of this service contract, the Service Provider shall ensure that the order is delivered as per the timelines defined in purchase order.
2. The Service Provider shall not transfer or assign or sublet any part of the service once agreed or any share    or interest here in any manner or degree directly or indirectly to any person, firm or corporation whatsoever. The Service Provider shall be responsible and liable to deliver the services as per the contract.
3. The Service Provider shall arrange to provide a specimen of all the articles on request, if advised to do so.

6. Payment Terms 

1. Payment shall be made once the service provider submits the invoice online on GeM along with other relevant documents and after generation of service delivery acceptance certificates (SDAC) by consignee for the submitted invoice.
2. All deductions (If applicable) will be accounted/deducted during SDAC generation before making the payments. Payment will be made through bank transfer only in no circumstance cash/ cheque payment will be made.

7. Deductions and Liquidity Damages

Breach of SLA is defined as performance lower than requisite performance in this Agreement. The following conditions shall specify breach of Contract and the Buyer shall have the right to immediately terminate the Agreement.

1. Cumulative penalties reach 10% of the contract value
2. Subcontracting or outsourcing of the contract, in part or whole 

Deductions shall be levied on the Vendor, for the violation of the Service Level Agreement of the Contract as mentioned below: -

The maximum cumulative deduction on all the occasions put together shall not exceed 10% of the contract value and exceeding the limit is liable for cancellation of the contract.

 8. Amendment of Contract

During service delivery period some conditions may occur when the Buyer and/ or Service Provider may require to amend the Agreement, some of such conditions may be as followed: -

1. Amendment of the Contract after event of Force Majeure: In case of occurrence of any exceptional event/ circumstance which has affected either party directly to perform the agreed services, the Agreement can be amended. However, cause, evidence and nature of such effect shall be notified to the other party.
2. Amendment in statutory variations:All statutory variations leading to increase in the cost of the contract will be debited to the Buyer accounts.
3. Amendment of the Contract as per both parties’ consent: Amendment of the Contract shall be done as per mutual consent of both parties.

 9. Termination of Contract

The Agreement shall be come to an end either on completion of the Contract Period or shall be terminated for the following reasons:

1. Mutual consent: The contract may be terminated based on mutual consent in case the services are no longer required. Termination based on mutual consent will not attract any penalties or shall not be liable for any extra payments other than payment of invoices raised till the time of termination including notice period.
2. Breach of contractual obligations: Any incidents considered as the breach of contract may result in immediate termination of services. The Buyer shall have the right to terminate the Contract effective immediately by giving written notice to the Service Provider if, the Service Provider breaches a material provision of this Contract where that breach is not capable of remedy; or if the Service Provider breaches any provision of this Contract and fails to remedy the breach within 14 days after receiving notice requiring it to do so.
3. Breach of SLAs: The contract may also be terminated if i) the cumulative penalties rise to 10% of the contract value ii) repeated breach of any SLA beyond 3 instances as per Buyer discretion.

However, termination of this Contract shall not affect any accrued rights or remedies of either party.

 10. Calculation Formula

Total Contract Value will be calculated as:

Total Contract Value = Quantity * Cost per Unit

Where, 

Cost per Unit = Rate per Unit quoted by Service Provider in the bid

Quantity = Number of Units required by the buyer as mentioned in the bid document