ANNEXURE 5: AGREEMENT UNDER
INTEGRITY PACT
No.
Dated
To,
HINDUSTAN PETROLEUM CORPORATION LIMITED
Sub : Procurement of Bidding Documents
Ref. Tender no.
HPCL and the Bidder agree that the Notice Inviting Tender (NIT) is an offer made on the condition
that the bidder will sign the Integrity Pact and the Bid would be kept open in its original form without
variation or modification for a period of (state the number of days from the last date for the receipt
of tenders stated in the NIT) ………. days and the making of the bid shall be regarded as an
unconditional and absolute acceptance of this condition of the NIT.
We confirm acceptance and compliance with the Integrity Pact in letter and spirit. We further agree
that the contract consisting of the above conditions of NIT as the offer and the submission of Bid
as the Acceptance shall be separate and distinct from the contract which will come into existence
when bid is finally accepted by HPCL.
The consideration for this separate initial contract preceding the main contract is that HPCL is
not agreeable to sell the NIT to the Bidder and to consider the bid to be made except on the
condition that the bid shall be kept open for ……… days after the last date fixed for the receipt of
the bids and the Bidder desires to make a bid on this condition and after entering into this separate
initial contract with HPCL.
HPCL promises to consider the bid on this condition and the Bidder agrees to keep the bid open
for the required period. These reciprocal promises form the consideration for this separate initial
contract between the parties.
If Bidder fails to honour the above terms and conditions , HPCLshall have unqualified , absolute
and unfettered right to encash / forfeit the bid security submitted in this behalf.
Yours faithfully, Yours faithfully
SANJAY
Digitally signed by SANJAY KUMAR PANDEY
DN: c=IN, o=HINDUSTAN PETROLEUM
CORPORATION LIMITED, ou=PROCUREMENT,
[Link]=662a73b469da2067ea493d4908ef4426c8f
KUMAR 954335a6c27ed0385f33509cac18a,
postalCode=400008, st=Maharashtra,
serialNumber=9454A2174FF116E2ADD96F883DE98
(PURCHASER) PANDEY
7A6DB578D2DE5959BDDD233F84DB23D7079,
(BIDDER) cn=SANJAY KUMAR PANDEY
Date: 2025.03.12 [Link] +05'30'
# (This agreement should be “pre-signed” by the authorised representatives of the
applicable Function/SBU on behalf of HPCL at the time of invitation of tender).
1 |Page
HPCL, Mumbai
Manual
INTEGRITY PACT
INTEGRITY PACT
Between
Hindustan Petroleum Corporation Limited (HPCL) hereinafter referred to as “The Buyer”,
and
…................................................................... hereinafter referred to as “The Bidder/ Seller/
Contractor”
Preamble
The Buyer intends to award, under laid down organizational procedures, contract for
…................................................................................................The Buyer values full compliance
with all relevant laws of the land, rules, regulations, economic use of resources and of fairness
/transparency in its relations with its Bidder and / or Seller and / or Contractor.
In order to achieve these goals, the Buyer will appoint Independent External Monitors (IEMs) who
will monitor the tender process and the execution of the contract for compliance with this Integrity
® Pact. The details of the IEMs appointed by the Buyer are provided in the Tender Document.
In this Integrity Pact:-
The term Bidder/ Seller/ Contractor shall mean the party submitting the bid (or, as the case
maybe, who enters into a contract with Buyer);
For the purposes of Section 5, the term “transgression” shall mean a wrong, violation or
offence of the nature specified in Section 2 of this Pact.
Section 1 – Commitments of the Buyer
1. The Buyer commits itself to take all measures necessary to prevent corruption and observe
the following principles: -
No employee of the Buyer, personally or through family members or intermediaries
will, in connection with the tender or the execution of the contract, demand, take a
promise for or accept, for self or any third person, any material or other benefit, which
the person is not legally entitled to.
The Buyer will during the tender process treat all Bidder / Seller / Contractor with
equality and reason. The Buyer will in particular, before and during the tender process,
provide to all Bidders / Sellers / Contractors the same information and will not provide
to any Bidder / Seller / Contractor confidential / additional information through which
any Bidder / Seller / Contractor could obtain an advantage in relation to the tender
process or the contract execution.
The Buyer will exclude from the process all known prejudiced persons.
1 |Page
HPCL, Mumbai
Manual
2. If the Buyer obtains information on the conduct of any of its employees, which is a criminal
offense under the Indian Penal Code (IPC) or Prevention of Corruption Act (PC Act), or if
there be a substantive suspicion in this regard, the Buyer will inform the Chief Vigilance
Officer and in addition can initiate disciplinary actions.
Section 2 – Commitments of the Bidder/Seller/Contractor
1. The Bidder/Seller/Contractor commit themselves to take all measures necessary to prevent
corruption. The Bidder/Seller/Contractor commit themselves to observe the following
principles during participation in the tender process and during the contract execution.
The Bidder/Seller/Contractor will not directly or through any other person or firm, offer,
promise or give to any of the Buyer’s employees involved in the tender process or the
execution of the contract or to any third person any material or other benefit which
he/she is not legally entitled to, in order to obtain in exchange, any advantage of any
kind whatsoever during the tender process or during the execution of the contract.
The Bidder/Seller/Contractor will not enter into any undisclosed agreement or
understanding with any other Bidders/Sellers/Contractors, whether formal or informal.
This applies in particular to prices, specifications, subsidiary contracts, submission or
non-submission of bids or any other actions to restrict competitiveness or to introduce
cartelization in the bidding process.
The Bidder/Seller/Contractor will not commit any offence under the relevant IPC/PC
Act; further the Bidder/Seller/Contractor will not use improperly, for purposes of
competition or personal gain, or pass on to others, any information or document
provided by the Buyer as part of the business relationship, regarding plans, technical
proposals and business details, including information contained or transmitted
electronically.
The Bidder/Seller/Contractor of foreign origin shall disclose the name and address of
the agents /representatives in India, if any. Similarly, the Bidder/Seller/Contractor of
Indian Nationality shall furnish the name and the address of the foreign owner/ holding
company, if any. All payments made to Indian agents/ representatives have to be in
Indian Rupees only. If Bidder/Seller/ Contractor is an Agent, then either the Agent or
the Principal can bid, but not both. No Bidder/ Seller/ Contractor shall submit more than
one bid. No Agent is permitted to represent more than one manufacturer either in this
tender/subsequent/parallel tender for the same item.
The Bidder/Seller/Contractor will when presenting its bid, disclose any and all
payments made or which is committed to or intended to be made to agents, brokers or
any other intermediaries in connection with the award of the contract.
Bidder /Seller / Contractor who have signed IP shall not approach the Courts while
representing the matter before the IEMs and shall await the decision of the IEMs in the
matter.
2. The Bidder/Seller/Contractor will not instigate any third person to commit offences outlined
above or be an accessory to such offences.
1 |Page
HPCL, Mumbai
Manual
Section 3 –Disqualification from tender process and exclusion from future contracts, etc.
If the Bidder/Seller/Contractor, before award of contract or during its execution, has committed a
transgression through a violation of Section 2, above or in any other form such as to put their
reliability or credibility in question, the Buyer is entitled to take all or any one of the following
actions: -
1. To disqualify the Bidder/ Seller/Contractor from the tender process. However, the tender
process with other Bidders/Sellers/Contractors will continue.
2. To terminate the contract if already signed.
3. To debar the Bidder/Seller/Contractor from participating in other /future tenders of the buyer
for an appropriate period of time as per Buyer’s guidelines.
4. To inform its CVO in case of acts constituting corruption or take any other action.
Section 4 –Compensation for Damages
1. If the Buyer has disqualified the Bidder/Seller/Contractor from the tender process prior to the
award of contract according to Section 3, the Buyer is entitled to forfeit, demand and/or
recover from Bidder/Seller/Contractor, damages equivalent to the Earnest Money Deposit/
Bid Security.
2. If the Buyer has terminated or is entitled to terminate the contract according to Section 3, the
Buyer shall be entitled to demand and recover from the Bidder/Seller/Contractor liquidated
damages equivalent to Performance Bank Guarantee, unless stipulated otherwise elsewhere
in the Contract.
Section 5 – Previous transgression
1. The Bidder / Seller / Contractor declares that no previous transgressions have occurred in the
last three years with any other Company in any country conforming to the anti-corruption
approach or with any Public Sector Enterprise in India or Government of India, that could
justify his exclusion from the tender process.
2. If a previous transgression has occurred or if the Bidder/ Seller/ Contractor makes any
incorrect statement on this subject, he can be disqualified from the tender process or contract
terminated and further action can be taken as per the procedure mentioned in “Guidelines for
Holiday Listing (Banning of business dealing)”. The link for the Guidelines is given in the
tender documents.
Section 6 – Equal treatment of all Bidders / Sellers / Contractors
1. In case of sub-contracting, the Bidder/ Seller/ Contractor shall take the responsibility of the
adoption of the Integrity Pact by the sub-contractor.
2. The Buyer will enter into Integrity Pact with identical conditions as this one with all Bidders
/Sellers/ Contractors.
3. The Buyer will disqualify from the tender process all Bidders / Sellers/ Contractors who do
not sign this Pact or violate its provisions.
1 |Page
HPCL, Mumbai
Manual
Section 7 – Independent External Monitor
1. The Buyer has appointed competent and credible Independent External Monitors (IEMs) for
this Pact after approval by Central Vigilance Commission. The task of the Monitors is to review
independently and objectively, whether and to what extent the parties comply with the
obligations under the Integrity Pact.
2. The Monitors are not subject to instructions by the representatives of the parties and perform
their functions neutrally and independently. The Monitors shall have the right to access all
contract documents whenever required. It will be obligatory for him/ her to treat the
information and documents of the BIDDER/ SELLER/CONTRACTOR, as confidential.
3. The Bidder/ Seller/ Contractor accepts that the Monitors have the right to access without
restriction to all project documentation of the Buyer including that provided by the Bidder/
Seller/ Contractor. The Bidder/ Seller/Contractor will also grant the Monitors, upon their
request and demonstration of a valid interest, unrestricted and unconditional access to their
project documentation. The same is applicable to sub-contractors.
4. The Monitor is under contractual obligation to treat the information and documents of the
Bidder(s)/ Sellers/ Contractor(s)/ Sub-contractor(s) with confidentiality. The Monitors shall
have no Conflict of Interest while dealing with any case or with any party. If any conflict arises,
then that Monitor shall inform the C&MD of Buyer and recuse himself from that case/ matter.
5. The Buyer will provide to Monitors sufficient information about all meetings related to any
complaint of violation of Integrity Pact and arrange for necessary facilities for smooth conduct
of the meetings of the Monitors.
6. As soon as the Monitor notices or believes to notice, a violation of this agreement, he/she will
so inform the C&MD of the Buyer and request Management to discontinue or take corrective
action, or take other relevant action. The Monitor can in this regard submit non-binding
recommendations. Beyond this, the Monitor has no right to demand from the parties that they
act in a specific manner, refrain from action or tolerate action.
® 7. The Monitor will submit the written report to the C&MD of Buyer within 30 days from date
of reference or information to them by the Buyer.
8. If the Monitors have reported to the C&MD of Buyer a substantiated suspicion of an offence
under relevant IPC/ PC Act, and the Buyer has not within a reasonable period of time taken
action to proceed against such offence or report it to its CVO, the Monitor may also transmit
this information directly to the Central Vigilance Commission.
9. The word ‘Monitor’ would include both singular and plural.
1 |Page
HPCL, Mumbai
Manual
Section 8 – Pact Duration
The Integrity Pact shall come into force and be valid from the date it is signed by the BIDDER/
SELLER/ CONTRACTOR and shall remain valid up to 12 months after the last payment to the
contractor. In case any BIDDER / SELLER /CONTRACTOR is unsuccessful, the Integrity Pact
for such Bidder/Seller/Contractor shall expire after 6 months following the date of placement of
Contract/ PO on the successful Bidder/Seller/Contractor.
If any claim of violation of the Integrity Pact is made/ lodged during the validity period, the same
shall be binding and continue to be valid, even after the period stipulated above, unless discharged/
determined by Buyer.
Section 9 – Other provisions
1. The Integrity Pact is subject to Indian Law. The place of performance and jurisdiction of
courts shall be in India. The Arbitration Clause in the main tender document/ contract shall
not be applicable to any issue/ dispute arising out of or in relation to the Integrity Pact.
2. The actions stipulated in the Integrity Pact are without prejudice to any other legal action that
may be taken in accordance with the provisions of the extant law in force relating to contracts
or any civil or criminal proceedings.
® 3. If the BIDDER/SELLER/CONTRACTOR is a Joint Venture/partnership/consortium, the Integrity
Pact must be signed by authorised personnel of each of the partners or consortium members.
4. The signatories are duly authorized to sign and bind the Buyer/ Bidder/ Contractor/ Seller.
Any amendment to the Integrity Pact will be made only by a written agreement between the
Parties.
5. Issues like Warranty/ Guarantee etc. shall be outside the purview of the Independent External
Monitors.
6. References to singular includes the plural and vice versa. References to “them” or
“themselves” shall include a reference to “it” or “itself” and vice versa.
7. Should one or several provisions of this agreement turn out to be invalid, the remainder
provisions of this agreement remains valid. In this case, the parties will strive to come to an
agreement as to their original intentions. This Pact shall have precedence over the Tender/
Contract document with regard to any of the provisions covered under this Pact.
Digitally signed by SANJAY KUMAR PANDEY
DN: c=IN, o=HINDUSTAN PETROLEUM CORPORATION
SANJAY KUMAR LIMITED, ou=PROCUREMENT,
[Link]=662a73b469da2067ea493d4908ef4426c8f95433
5a6c27ed0385f33509cac18a, postalCode=400008,
PANDEY
st=Maharashtra,
serialNumber=9454A2174FF116E2ADD96F883DE987A6D
B578D2DE5959BDDD233F84DB23D7079, cn=SANJAY
KUMAR PANDEY
Date: 2025.03.12 [Link] +05'30'
For and on behalf of the Buyer For and on behalf of the Bidder/
Seller/Contractor
Date:
Name:
Designation:
Seal/ Stamp
1 |Page
HPCL, Mumbai
Manual
