Tender Ref: IS/CPH-522/41 dated13thNovember 2017

This Catering Agreement (hereinafter referred to as “Agreement”) is executed as on this __ day, of____, 2018, (“Agreement Date”) at .

BY AND BETWEEN

AIR INDIA LIMITED, a company duly incorporated under the Companies Act, 1956, and having its registered office at Airlines House, 113, Gurudwara Rakabganj Road, New Delhi – 110001 (hereinafter referred to as “AIL” which expression shall unless it be repugnant to the context or meaning thereof be deemed to mean and include its successors and permitted assigns) of the ONE PART.

AND

M/s. (*), a______, a ______duly incorporated under _____ Act, and having its registered office at ______(hereinafter referred to as “Caterer” which expression shall unless it be repugnant to the context or meaning thereof be deemed to mean and include its successors and permitted assigns) of the OTHER PART.

(As the context may require, the expressions “AIL” and “Caterer” together shall be referred to as “Parties” and individually shall be referred to as “Party”).

WHEREAS:

  1. AIL is the national air carrier of India and is inter-alia engaged in the business of scheduled air transportation services of passenger and cargo to and from various permitted destinations in India & abroad in accordance with the permissions and approvals granted by the Director General of Civil Aviation, (DGCA), India.
  2. The Caterer is interalia engaged in the business of Catering to Airlines.
  3. AIL had floated a Tender No. IS/CPH-522/41 dated 13thNovember 2017 (hereinafter referred to as “Tender”) for providing in-flight meals and catering services at Copenhagen more particularly described under Annexure-9, (hereinafter referred to as “Services”). The Caterer had submitted its bid for the said Tender and had been selected by AIL, as the successful bidder, therein.
  4. The Caterer has represented to AIL that it has the necessary experience, capabilities and infrastructure to perform the obligations as stipulated in the said Tender.
  5. Thus, the Parties have agreed to execute this Agreement, for recording the main terms and conditions of the said Tender for providing in-flight meals and catering services at Copenhagen.

NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the premises, mutual covenants and agreements herein and other good and valuable consideration, the sufficiency of which is hereby acknowledged, the Parties agree as follows:

ARTICLE 1: PERIOD OF CONTRACT

(i) This contract will be for a period of 03 (three) years from the date of commencement of operations and shall be extendable for another 02 (two) years on same terms and conditions subject to satisfactory performance of the Caterer.

(ii) AIL reserves the right to extend the contract for a further period of one year on same terms and conditions if mutually agreed.

(iii) However, if AIL deems fit, the period of Agreement may initially be for a period of one (1) year from date of commencement of operations, in order to assess the quality of services provided by the Caterer. If the performance of the Caterer, is found to be satisfactory and in accordance with the terms and conditions of the Tender and the Contract, AIL reserves the right to extend the period of the Contract for a further period, at its sole discretion based on the performance of the Caterer.

ARTICLE 2: CATERER’S RESPONSIBILITIES

(i) The Caterer shall be solely responsible to provide Services as mentioned herein and the Annexure-9(pages 33-38), during the term of Agreement, without offering any excuse, on religious or other grounds such as shortage or failure of power, shortage of water, state of industrial relations in the establishment, etc.

(ii) The Caterer shall fulfill its obligations as mentioned herein, to the entire satisfaction of AIL, with particular emphasis on, timely departure of the flights of AIL, but without compromising on the quality of the Services/food items or any other item required to be provided under the Agreement.

(iii) In the event that AIL has to undertake alternate arrangements due to dissatisfaction with the Services provided by the Caterer, or for any reason as attributable to the Caterer and the entire cost of such Services obtained for the flights by AIL shall be fully reimbursed to AIL together with a service charge of 25%. Further the Caterer shall be liable for any/all damages, risk, loss etc that AIL may incur on account of such default of the Caterer.

(iv) The Caterer shall be responsible for full compliance with the provisions of the applicable laws relating to preparations, service and sale of food items and also to comply with requirements of health and municipal authorities and shall keep AIL indemnified for any breach by the Caterer of any such laws or regulations.

(v) In case of frozen Entrée/food items (either these are to be supplied by the Caterer or being positioned by AIL) the Caterer shall be responsible for proper storage and uplift of the said entrée/food items and the same shall be checked by the Caterer before uplift of flights. It is hereby clarified that the term positioned by AIL means the frozen Entrée/food items being delivered/handed over by AIL, or the authorized personnel of AIL on behalf of AIL to the Caterer.

(vi) STOCK ITEMS: At any given time Three (3) Months stock of Consumable / Non- consumable items, as required by AIL and as contemplated herein, will be stored correctly and hygienically with the Caterer. No charges or fees will be applicable for the space allotted for this in Caterer’s warehouse or store room. The detailed list and quantity of Consumable / Non- consumable items that will be positioned, stored and maintained with the Caterer for the entire duration of this Agreement, has been given in Annexure-7. However the stock position to be maintained with the Caterers may vary as per the requirement of AIL/flights.

(vii) RECIPES OF SELECTED ITEMS:- The recipes as listed out in Annexure-5, are indicative of the standards required by AIL, with regards to the quality, taste and presentation of the food items. The same are required to be used as a guideline and directive by the Caterer.

ARTICLE 3: REPRESENTATIONS AND WARRANTIES TO BE GIVEN BY THE CATERER

(i) The Caterer hereby represents and warrants the following and which shall remain true and valid throughout the term of the Agreement:

(a)It is duly incorporated and validly existing under the laws of its incorporation.

(b)It has the requisite power, authority and legal right and has taken all actions necessary on its part, to validate, execute and deliver this Contract and the performance of the obligations thereunder.

(c)The Agreement shall constitute a legal valid and binding obligation against it, and is enforceable against it in accordance with the terms herein.

(d) The execution, delivery and performance of the Agreement shall not conflict with, result in the breach of, or constitute a default under any law, rule, regulation, authorization or approval of any government agency or body, or under the terms of any covenant, agreement, and understanding decree or order to which it is a party or by which it or any of its properties or assets is bound or affected and does not result in a violation of applicable laws.

(e) It shall employ personnel who are qualified and competent to render the Services as mentioned herein. The payment of salaries, wages, provident fund, gratuity etc., to its personnel, shall solely be the responsibility of the Caterer. It is hereby clarified that, the personnel of the Caterer shall not be deemed to be employees of AIL. Further, the Caterer shall not employ personnel whose antecedents have been doubtful by any public/governmental at any point of time.

(f) It shall compensate AIL for any damage or loss or caused to the premises/equipment/property of AIL or any third party on account of negligent act/ performance on the part of its personnel.

(g) It shall perform all its obligations under the Agreement with due care and diligence and in a skillful and business-like manner.

(h) It shall comply with all such directions issued by AIL from time to time.

(i) It has no knowledge of any violation or default with respect to any order, writ, injunction or decree of any court or any legally binding order of any relevant authority empowered by applicable law which may result in any material adverse effect or its ability to perform its obligations under the Agreement.

(j) It has complied with all applicable laws in all material respects and has not been subject to any fines, penalties, injunctive relief or any other civil or criminal liabilities which, in the aggregate, has or may have a material adverse effect on its ability to perform its obligations under the Agreement.

(k) There are no actions, suits, proceedings, or investigation pending or, to its knowledge, threatened against it at law or in equity before any court or before any other judicial, quasi judicial or other authority, the outcome of which may result in a breach of the Agreement or which individually or in the aggregate may result in any material impairment or its ability to perform its obligations under the Agreement.

(l) It is and shall able to pay its debts as they fall due for payment and is otherwise solvent as per applicable laws, it has not compounded with or negotiated any composition with or called any meeting of its creditors, a receiver, trustee or manager has not been appointed for the whole or any part of its assets or any right, it has not committed any act of bankruptcy or insolvency or passed any resolution for or otherwise entered into any liquidation, winding up or administrative order or taken or suffered any action analogous to any of the foregoing.

(m)It is not in breach of any agreement with any person who has provided loans, deposits, advances, guarantees or other financial facilities to it.

(n)All taxes due and payable by it have been paid, and all tax return and reports required to be filed by it have been correctly filed and on time. There are no claims now pending or matter under dispute with any taxing authority in respect of any tax of the Caterer.

(o) It shall be responsible for the payment of all and any taxes including income tax and all similar taxes and levies in respect of its fees, duties, fines, penalties, etc., by whatever name called as may become due and payable under any laws, rules and/ or regulations as may be prevalent and as amended from time to time in relation to the services rendered under the Contract.

(p) It shall obtain the necessary permissions and licenses from the concerned authorities for the purposes of the Agreement. Further, to keep the said permissions and licenses valid and subsisting at all times during the term of the Agreement. In the event that it omits or fails to obtain any requisite permission or license from the concerned authorities then it shall indemnify and keep indemnified AIL against all losses, costs, or damages that may be suffered by AIL as a result of such omission or failure.

(q) It shall obtain the requisite approvals/permissions/passes etc from the concerned airport authorities and any/all other applicable authorities, before commencement of the Services.

(r)It shall be liable for compliance and shall be solely responsible for all the safety and security regulations of AIL and the airport authorities or any other regulatory body/agency associated therein. Any violation of security regulations as applicable at the airport as mentioned herein and indulging in illegal activities including but not limited to smuggling / theft by the Caterer/ personnel shall be at the cost / risk of the Caterer and the Caterer shall be liable for all the legal consequences thereof and shall keep AIL indemnified for any claims, losses or damages arising in this behalf. Further, in

such case AIL shall be entitled to terminate the Agreement, without incurring any liability thereof.

ARTICLE 4: PENALTIES

(i) Timely Service as per time schedule in Annexure-1, shall be the essence of the Agreement. In case of the delays as listed hereinbelow on the part of the Caterer, the applicable penalty clause / s listed below shall be invoked.

(a) If the Caterer incurs a delay in delivering the Services and/or loading the Aircraft with the food items, mentioned in Annexure-4, as per the time limits stipulated in the Tender Document, which causes delay to the operation/take-off of the flight/s with regard to the scheduled departure timing AIL reserves the right to impose penalty for such delay, as follows:

(1) Delay to in the departure of flights up to fifteen (15) minutes due solely due to the Caterer/ its personnel will entail deduction of the entire handling charge and

(2) Delay in the departure of flights beyond fifteen (15) minutes solely due to the Caterer/ its personnel will entail deduction of seventy five percent (75%) of the total catering bill raised by the Caterer, of the affected flight.

Further, the Caterer, shall be liable for all losses, claims and damages as AIL may incur on account of the delay of such flights [as stipulated in sub clauses (1) and (2)], including any third party claims.

(ii) If any item, according to AIL, forming part of a complete meal, as stipulated herein is found to be below the AIL’s standard/quality or less in quantity/weight, AIL reserves the right to deduct the payment for the entire quantity of such items supplied on that flight.

(iii) Substitution of meal service items and/or failure to uplift/provide any meal service items that should have been catered by the Caterer would attract the following penalty:

(a) Failure to uplift/provide the aforesaid items –no payment for the said item shall be made by AIL and 25% (twenty-five percent) of deduction shall be made from the total bill of the affected flight.

(b) In case of substitution of any item – the payment for the less rated item shall not be made and 12% (twelve percent) of the total catering bill of the affected flight.

(iv)In case of any complaints received from the passengers of the flights or from crew of the flight/aircraft regarding quality/ quantity of meals, no payment will be made for the entire uplift of subject item/meal of the affected flight.

(v) In case of any complaints received from the passengers of the flights or from crew of the flight/Aircraft regarding any foreign bodies/contaminated items, found in any meal or component of a meal, the entire catering bill for affected flight would be deducted not be paid.

(vi) In the event any of the food uplifted is found to be stale i.e., it has gone rancid or has fungus or emits foul smell etc., AIL shall deduct the payment for the entire quantity of such items/s supplied on the flight and the handling charges thereof of the affected flight. If entrée/meals/or any item forming a part of the meal is affected and passenger could not partake the same, then cost of the complete flight will be deducted

(vii) Item(s) uplifted/provided beyond expiry date by the Caterer will attract a deduction of the entire uplift of such item/s and the entire handling charge of the affected flight.

(viii) Non-upliftment of special meal/s, special diet/s etc. ordered by AIL will entail a deduction of fifty percent (50%) of the entire handling charges and no payment for the special meal/s, special diet/s etc., will be made.

(ix) For non-adherence to Galley Loading Plans (GLP) in force and as specified in Annexure-6, a deduction of fifty percent (50%) of the entire Handling Charge of the affected flight shall be made by AIL.

(x) In case it is observed that AIL’s equipment is being misused, 5 times the cost of equipment will be debited to the Caterer.

(xi) The total cost or the current market rate, whichever is higher, of the equipment of AIL mishandled/broken will be deducted if such mishandling/breakage is due or attributable to the negligence of the Caterer’s staff. In this regard, the decision of AIL will be final.

(xii) Dirty/ unclean equipment uplifted by the Caterer will entail a deduction of Fifty percent (50%) of the handling charges of the affected flight.

(xiii) Improper handing over of galley equipment/ meals to said AIL crew members would entail a deduction of fifty percent (50%) of the handling charges of the affected flight.

(xiv) In the event of not offloading the food/meal / equipment / items etc., within 15 minutes from the arrival of the aircraft, AIL will deduct 25% (twenty five percent)of the handling charge as would have been payable to the Caterer. In case of not offloading the food/meal / equipment / items etc., beyond 15 (fifteen) to 30 (thirty) minutes , 50 % (fifty percent) of handling charges will be deducted beyond 30 (thirty) minutes..

(xv) Accumulation of dirty / unclean equipment by the Caterer will entail a deduction of Fifty percent (50%) of the handling charges.

ARTICLE 5: PAYMENT TO CATERERS & INVOICE

(i) AIL shall be liable to pay for the Services ordered by AIL and duly provided to AIL and its flights in accordance with the Agreement. AIL shall pay the Caterer for its Services, the charges/prices as hereinafter enumerated in Annexure-4, subject to the following compliances by them:

(ii) The Caterer shall submit the invoices in Local Currency applicable at the country mentioned in the Agreement, raised in the name of Air India Ltd.Copenhagenon a fortnightly basis (i.e. 15 working days of AIL), to Airport Manager/Station Manager Copenhagen, duly supported by relevant documentation in accordance with the AIL’s requirements i.e. delivery invoice duly signed by cabin crew in charge of the relevant flight. The invoices shall be processed for payment only if it is supported with all the required documents.