EOI_UD_2021.pdf - BSNL Tenders

Opportunity for “Universal Distributor – 2021”

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BHARAT SANCHAR NIGAM LIMITED

Sales & Marketing-CM

Opportunity to become Universal Distributor of BSNL for selling

SIM/C- TOPUP and other BSNL Products /services

NO. DATED. 23.03.2021

1. PROPOSALS are invited from interested and eligible firms/companies for

Universal Distributorship for selling/ distributing BSNL's SIM/Recharge / TOPUP or other BSNL Products/Services (as BSNL may permit from time to time) on non-exclusive basis. The eligible companies can start selling BSNL Products/services after entering into an agreement(s) with BSNL. This policy is open for all who meet the eligibility criteria prescribed herein below. Interested & eligible company/Firm may submit proposal on any working day during business hours at the following address:-

GM (Sales& Mktg.-CM), Bharat Sanchar Nigam Limited, Room No. 702, 7th Floor, Bharat Sanchar Bhawan, Janpath, New Delhi - 110001.

2. PROCESSING FEE as mentioned in para 7.1, in the form of DD in favour

of “Accounts Officer (Cash), BSNL CO., New Delhi”, will have to be deposited along with the proposal else the proposal will not be considered. This processing fee is neither transferable nor refundable.

3. On receipt of proposal from eligible company/ firm, BSNL will scrutinize them and

convey approval or rejection. Successful Company/ Firm meeting all eligibility criteria will need to sign agreement(s) with BSNL Corporate office at Janpath, New Delhi within 30 days of approval.

4. BSNL reserves the right to review the Universal Distributor policy-2021 or any

elements thereof based on its business needs any time at its discretion.

5. SCOPE OF WORK:

5.1 Universal Distributor shall be allowed to sale BSNL products/Services i.e. SIM and C-top-up and other BSNL products/Services across PAN India. 5.2 Selling of all BSNL Products and services purchased by Universal Distributor through

Sub Distributors (SDs) or retailers.

5.3 Establishment of Two tier structure or ---- three tier structure or both by incorporating intermediate channel of SDs. for distribution of BSNL products/services

5.4 Universal Distributor have to sell SIM/recharge/ C-topup to prepaid and / or post paid

bill payment and / other BSNL products/Services (as defined in BSNL’s Universal Policy

– 2021 and any revision thereof) etc. as decided by BSNL from time to time through its

established retail network.

File No.BSNLCO-SMCM/23(11)/2/2021-SM-CM


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5.5 Universal Distributor and BSNL shall act on a principal to principal basis and at no

time, the distributor shall act in the capacity of an agent of BSNL. Further, Universal

Distributor shall not have any right or authority to negotiate, conclude or execute any

contract or legal document with any third person in the name of BSNL; to assume,

create, or incur any liability of any kind, express or implied, against or in the name of

BSNL; or to otherwise act as the representative of BSNL, unless expressly authorized in

writing by BSNL.

5.6 The Universal Distributor shall be responsible for investment in setting up requisite

infrastructure viz. outlets, portals, servers, leased connectivity etc. for sale of the BSNL

Products/Services. Universal Distributor shall maintain a suitable organization for the

marketing & distribution of BSNL products/Services. The Universal Distributor shall make

its best efforts to always act in the interest of both the BSNL and its subscribers.

5.7 Universal Distributor shall integrate its system with BSNL’s zonal C-Topup

systems/ITPC/Pyro/ERP etc. and will ensure security of data link by way of Firewall/ IDS

etc. C-Topup/ITPC vendor will share APIs or any other suitable methodology for the

integration purpose.

5.8 The reports needed by BSNL for reconciliation and monitoring purpose will have to

be developed by both parties and will be validated by BSNL team appointed by the GM

(CMTS), Nodal Center/ITPC before start of actual application.

5.9 The Universal Distributor shall store all records of sale at the Central server for a

period of at least one year to enable tracking of Sale etc by Law enforcement agencies in

India.

5.10 BSNL may from time to time provide information, training and assistance relating to

the BSNL Products. The training will be free of cost at a venue/training centre chosen by

the BSNL at its discretion. The Universal Distributor shall bear all costs relating to the

training including travel, accommodation and subsistence costs of such representatives.

5.11 BSNL may provide the marketing material to the Universal Distributor. It will not be

obligatory and binding on the BSNL to provide all the above material, and will be

provided as per availability only.

5.12 BSNL/ its representatives will have unlimited access to the business premises of

the Universal distributor to check, from time to time, Universal Distributor operations,

including:

i. The process of selling and customer problem resolution,

ii. To identify problems and suggest solutions for Universal Distributor to implement

remedial measures,

iii. Inspect and audit any or all statutory and other books of records and accounts

5.13 BSNL shall not be liable for any loss, pilferage or damage to the goods stored and

sold at the premises and the merchandise shall be the entire responsibility of Universal

Distributor.



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6. ELIGIBILITY REQUIREMENTS:

a. Universal Distributor should be an Indian registered proprietorship firm,

partnership firms or company.

b. The company should not have substantial equity stake (10 % or more) in & of any

Basic services/Cellular services/Internet services/Unified Access

services/National Long Distance services operating company / companies in

India.

c. The company should not be a Licensed Service Provider to provide Basic

services/Cellular Services/ Internet services/ Unified access services/NLD

services anywhere in India

d. Turn over: Turnover is defined as sales proceeds as per audited P&L account of the firm, submitted for last financial year. A copy of income tax return should also be submitted along with required turnover of Rs. 20 Cr for the last financial year.

E Experience: Interested firms must be having an experience of distributor/dealer of Telecom / FMCG / Electronics / Electrical / any other products and having experience of 3 years of last 5 years. Interested firms should be managing established retail chain in minimum 5 states of India with minimum 500 POS in total. Experience certificate should be issued by at least an officer of Group A or equivalent rank in case of a Govt. or PSU. In case of Pvt Operator / concern, the experience certificate should be issued by marketing head of the company on their letter head pad. The experience certificate may also be issued by any other appropriate level official of the company, authorized to issue such certificate. In case of partnership firm, the experience claim should be in the name of the firm and not in the name of its partner, in other word the experience of partner will not be taken as the experience of the firm. The experience certificate on the letter head of the company should clearly mention the following:

1. Date of issue 2. Name & designation of the officer issuing the certificate 3. Address and contact details of the officer issuing the certificates 4. Period of experience 5. Statement which proves the retail (in minimum 5 states of India with minimum

500 POS in total) chain. 6. Comments on quality of performance i.e. satisfactory/unsatisfactory

f. A detailed product list for FMCG industry is provided in Annexure-D. A copy of Certificate from Telecom/FMCG/Electronics/Electrical/any other products should be attached. In case there is ambiguity in the interpretation of Annexure-D, the decision of GM (Sales & Mktg.), BSNL CO will be considered final.



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g. Other requirements:

i. Bidder should have a valid PAN and TAN

ii. Bidder should have a valid Goods and Services Tax (GST) registration

Certificate No. for each state.

iii. Bidder should provide a self-declaration along with the evidence that the

bidder is not black listed by the GST authorities and in case the Bidder gets

black-listed during the tenure of BSNL contract, any loss of credit to BSNL

due to this default shall be indemnified by the Bidder

iv. Bidder should provide a self-declaration along with the evidence that the

bidder is not black listed by the any other Govt./PSU/ any other

authorities/Company.

v. In case of multiple Goods and Services Tax Identification Number (GSTIN),

all the numbers can be provided as Annexure.

7. LIST OF DOCUMENTS to be submitted as part of the proposal:

7.1 A Demand Draft (DD) in lieu of processing fee @Rs.20000/- along with

applicable GST from a Nationalized / Scheduled Bank. 7.2 Certificate of incorporation/ registration. 7.3 Copy of Articles & Memorandum of Association or Partnership deed or

Proprietorship deed duly certified by authorised person(s) in case of firm(s) / person authorised by the Board of Directors of the Company as the case may be.

7.4 Details of the firm in case of proprietorship firm, details of the proprietor, in case of partnership firm details of partners and in case of company, a list of Directors on the Board of the company with their address(es), contact telephone numbers, email-ids, DIN of each director, CIN of the company etc.

7.5 Board’s/ Management’s resolution in favour of authorized signatory along with attestation of the signature of the authorized signatory.

7.6 Documents, an experience certificate or running agreement(s) establishing satisfactory experience from the concerned agency to which the applicant has been providing / is providing the said products with minimum number of required POS (Point of Sale) in minimum 5 states of the India duly certified by authorised person(s) in case of firm(s) / person authorised by the Board of Directors of the Company, as the case may be. (Annexure-I).

7.7 Latest audited/ certified financial statement and annual report of the company/firm in support of the eligibility criteria or a certificate from the statutory auditors of the company to establish required turnover of last financial year duly certified by authorised person(s) in case of firm(s) / person authorised by the Board of Directors of the Company, as the case may be.

7.8 Attested copy of GST Registration number. 7.9 Attested copy of PAN/GIR Number 7.10 Latest Income Tax clearance certificate. 7.11 Attested copy of filled “Annexure- A to Annexure-I and Annexure-M 7.12 Contact details i.e. Name, mail id, phone no., mobile no., fax no. of a

responsible person for liaising in this matter 7.13 Any other supporting documents as asked or called for.

8. PERFORMANCE BANK GUARANTEE (PBG)

a. The Bank Guarantee of Rs. 10 Lacs, is to be provided within 15 days of signing of

the agreement(s). (Annexure-E) The Bank Guarantee should be valid for 33 months.

No interest is payable on performance bank guarantee. In the event of extension of

agreement(s), BG shall be revalidated for a period commensurate with the extension

period.



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b. Without prejudice to its right of any other remedies BSNL shall, on failure of the

Universal Distributor to provide services under the agreement(s) or in case of breach of

any terms & conditions of the agreement(s) by Universal Distributor or on failure of

Universal Distributor to start the business within 6 months of signing of agreement(s) or

failure of Universal Distributor to achieve minimum committed annual sale target as

indicated against Sl. No. 16, of BSNL products/services i.e. C-top/RC and SIM etc. ,

encash/ forfeit the said PBG in part or full.

c. Without prejudice to its right of any other remedies available to it, BSNL

reserves the right to deduct any amount of whatsoever due to BSNL against

agreement(s) from said PBG. The said PBG shall be discharged by BSNL after

successful completion of obligations under agreement(s).

9. AREA OF OPERATION: Universal Distributor will be allowed to sale BSNL Products and services across PAN

India in various telecom circles/Districts. List of BSNL Telecom Circles/Districts is

mentioned below:-

S. No. Name of Zone Name of circles/Districts with its head quarters

1 EAST

Andaman & Nicobar - Port Blair

Assam – Guwahati

Bihar – Patna

Jharkhand – Ranchi

Kolkata TD – Kolkata

Northeast Telecom – I – Shillong

Northeast Telecom - II – Dimapur

West Bengal – Kolkata

Orissa –Bhubaneswar

2 NORTH

Haryana – Ambala

Himachal Pradesh – Shimla

Jammu & Kashmir – Jammu/Srinagar

Punjab – Chandigarh

Rajasthan – Jaipur

Uttarakhand – Dehradun

Uttar Pradesh (East) – Lucknow

Uttar Pradesh (West) – Meerut

3 WEST

Chhattisgarh – Raipur

Gujarat – Ahmedabad

Madhya Pradesh – Bhopal

Maharashtra – Mumbai

4 SOUTH

Andhra Pradesh – Hyderabad

Chennai TD – Chennai

Karnataka – Bangaluru

Kerala – Thiruvananthapuram

Tamil Nadu – Chennai

Telengana



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i. Universal Distributors have to sign agreement(s) in BSNL Corporate office,

New Delhi. They may purchase inventory from any nodal SSA/BA of the circle across PAN India.

ii. The Universal Distributor shall sell BSNL product/services to customers BSNL Products through established retail network across the PAN India.

iii. Universal Distributor will arrange communication / transaction links among its web portal and PoS at its own cost. BSNL shall not provide any technical or other support for distribution network.

10. SELECTION PROCESS:-

a. Universal Distributor will be selected on non-exclusive basis.

b. The proposals from companies/ firms shall be scrutinized by Sales & Marketing–CM

Cell of the BSNL corporate office, New Delhi. Successful firms meeting all eligibility

criteria shall be declared as empanelled in BSNL as Universal Distributor.

c. The empanelled company/firm shall approach BSNL Corporate Office, Janpath, New

Delhi for signing of agreement(s).

d. Universal Distributor will have to sign agreement(s) within 30 days from the date of

empanelment on non-judicial stamp paper of Rs.100/- to be arranged by Universal

Distributor

e. BSNL reserves the right to accept or reject any or all the Universal Distributor request

in part or in full, without assigning any reason whatsoever.

f. The empanelment of the Universal Distributor for BSNL services shall be without

prejudice to the right of BSNL to market these services from its existing or outlets

including customer service centres. Nothing shall prevent BSNL to work out and

introduce in future.

11. Category of Universal Distributor:- Category of Universal Distributor will be

decided based on monthly minimum SIM sale and C-top-up.

S. No. SIM Sale per month Minimum C-top-up Sale per month

Category of Universal Distributor

1 50001 and above 5 Cr. Crown

2 25001 to 50000 1.2 cr. Diamond

3 20001 to 25000 1 Cr. Platinum

4 16001 to 20000 80 lacs Gold

5 12001 to 16000 70 lacs Silver

6 10000 to 12000 50 lacs Bronze

For deciding the category both of the parameter i.e. SIM and recharge must be met.

Below 10000 SIM or below 50 lacs CTOP-up Un-categorized



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12. DURATION OF AGREEMENT(S): The Universal distributor shall initially be for a

period of Twenty Seven months (which includes three months for the

preparations for roll out) from the date of agreement(s) and will be subjected to

review of performance and imposition of penalty , by BSNL as described below:.

13. Performance review/ Penalty: -

(a) During the agreement(s) period:-

(i)The Universal distributor will have to achieve minimum 50% of the SIM and recharge

/C- top up annual sale target on year to year basis to have continuity for the

agreement(s) period of two years.

(ii) If Universal Distributor will not achieve minimum annual target of 50% for year to

year extension of agreement(s), a penalty equal to PBG amount i.e. 10 lacs inclusive of

GST , will be imposed on Universal Distributor.

(b) After the completion of agreement(s) of two year:-

(i)Performance of Universal Distributor shall be evaluated for 24 months.

(ii).If Universal Distributor remain in uncategorized category for 6 month or more, out of

24 months, a penalty of an amount equal to PBG amount i.e. 10 lacs inclusive of GST

will be imposed on Universal Distributor.

Note: GM(S&M)-CM at BSNL CO may relax/reduce the above penalty if found justified.

14. EXTENSION: Universal Distributor shall request to BSNL for extension of its

agreement(s) well in advance from the end date of its agreement(s). The agreement(s)

shall be extended for willing Universal Distributor on year-to-year basis for a period of

two years at BSNL discretion with approval of Director (CM) subject to condition that:-

i. 100 % Achievement of the sales targets during previous years or

ii. Universal distributor has paid applicable penalty in full (As indicated in para-13(b)

15. ROLL OUT PLAN: Universal distributor will install its system, will ensure integration

with BSNL network elements like Sanchar-Soft, C-Top-up system etc., and arrange for

successful verification of provisioning, delivery and charging/reconciliation of

recharge/top-up transactions within a period of three months from the date of signing

of agreement(s). The monitoring of annual performance against the sales target will

commence from such date of launch of service.

16. ANNUAL SALES TARGET for SIM/C-TOP-UP:

a. For Recharge/C-top-up Rs. 12 Cr.

b. For SIM sale: - 2,00000

17. MINIMUM PURCHASE: In order to avoid frequent and small quantity purchase

requisitions from Universal Distributor, a minimum order quantity of Rs. 1 Lac will have

to be purchased by all Category of Universal Distributor. Material can be issued to

Universal Distributor against RTGS / Cheque on realization of Money in BSNL account

or against Cash / Draft. The preferred mode for fund transfer for the Universal Distributor

to get material is RTGS.



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18. COMMISSION/DISCOUNT: Discount/Commission offered to Universal distributor will

be as per Annexure-J of Universal Distributor EOI. Sharing of commission/discount

UD (Urban Distributor), SD (Sub Distributor) and Retailers is defined under Annexure-

K of UD (Universal Distributor) EOI.

Note: - The discount/margin as per Annexure-J can be reviewed/ modified / withdrawn

by BSNL at any time and decision of BSNL in this regard will be final.

19. Trade Scheme /Incentive scheme:-

Attractive trade discounts / incentive schemes may be offered by BSNL to the Universal

Distributor time to time as per prevalent market dynamics. This scheme will be subject to

change from time to time. The current Trade scheme and MNP scheme is as per

Annexure-L of Universal Distributor (UD) EOI.

20. Billing procedure for payment of Commission/Discount/Margin/Incentive to

Universal Distributor:-

a. BSNL will charge GST on the price at the transaction value i.e. the price at which

BSNL sells its products to Universal distributor. BSNL would raise sale invoice for

sale of BSNL products to Universal distributor. BSNL would raise invoice on GST

registered premise only.

b. GST paid by Universal distributor to BSNL shall be available to the Universal

distributor as input tax credit which can be set off against the GST charged by

Universal Distributors

c. Methodology for discount/ Applicable Tax deductions/ reconciliation/ accounting

related instructions/ guidelines shall be issued by concerned cell of BSNL CO

from time to time.

d. Secondary / subsequent incentives such as incentive on FRC/RC, any scheme

based incentive, FOS incentive etc. To Universal distributor shall be given online

in the form of c-top-up value through any platform like Sanchar-soft/Pyro/ERP

after levy of applicable taxes i.e. TDS /GST etc, wherever applicable.

e. For the subsequent incentives provided by BSNL Universal distributor will raise

an invoice (along with applicable GST) on BSNL. Since incentive is paid to

Universal distributor in the form of c-topup, BSNL will also raise an invoice (along

with applicable GST) on the Universal Distributors for allocation of such c-topup

value

f. Where Universal distributor is not registered under GST Act, it shall be the

responsibility of BSNL to discharge liability under reverse charge mechanism. It is

further agreed that Universal distributor shall not charge tax on invoice



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g. BSNL shall, withhold tax at source under Chapter XVIIB of the IT Act, 1961 on

the secondary/ subsequent incentives provided to Universal distributor for sale of

BSNL Products)

h. GST paid by Universal distributor to BSNL and by BSNL to Universal Distributors

(as the case maybe w.r.t. secondary / subsequent incentives granted by BSNL)

shall be available to Universal Distributor and BSNL, respectively, as input tax

credit which can be set off against the GST charged by Universal distributor or

BSNL

i. The invoices raised by Universal distributor and BSNL should comply with all the

conditions as prescribed under the tax invoice rules under Central Goods and

Service Tax Rules, 2017

j. The rate of discount/ margin/ incentive needs to be reviewed with every change

in the rate of GST in order to keep it at par with or lower than the current rate

applicable on face value.

k. In case of secondary/ subsequent incentives provided to the Universal

distributor, it shall be the responsibility of Universal distributor to raise appropriate

tax invoice as per the provisions of GST Act. BSNL reserves the right to be

indemnified for the credit loss in case BSNL is unable to claim the ITC for any

non-compliance/ default in raising appropriate invoice by Universal Distributor.

Further all invoices should be sent to BSNL promptly and in no case beyond 30

days of Invoice date.

Further Universal distributor is required to comply following requirements w.r.t. issuance

of invoice:

i. All the details of Universal distributor (name, address, GSTIN/ unregistered vendor, place of supply, SAC/ HSN code etc.) and other mandatory details shall be mentioned on the invoice; ii. Invoice/DN/CN need to be issued timely within the time prescribed under GST law; iii. In case of any deficient supply, BSNL shall convey the same in a reasonable time to enable the Universal distributor to issue credit note and take tax adjustment; iv. It would be the responsibility of Universal distributor to declare correct information on invoice and GST portal viz. the amount, the place of supply, rate of tax etc. In case, the eligibility of input tax credit is questioned or denied to BSNL on account of default by Universal Distributor, the same would be recovered by BSNL from Universal distributor; v. Registered location of the both the parties i.e. BSNL and Universal Distributor should be mentioned in the agreement(s) with GSTIN No. Further, Universal distributor should raise invoices at the registered premise of BSNL for availment of credit and ensure that the place of supply as per GST law is same as registered premise; vi. It shall be the responsibility of Universal distributor to raise invoice within the prescribed timelines.

a. In case of any deficient supply or incomplete supply both at the time of sale of

BSNL products or at the time of subsequent incentives provided to the Universal

distributor, it shall be the responsibility of Universal distributor to issue GST

compliance credit note within the reasonable time and take tax adjustment. In

case Universal distributor fails to issue proper credit note within the time

stipulated under the GST law the taxes charged and not adjusted would be borne

by Universal distributor.



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b. Universal distributor to comply with all the compliances as may be prescribed to

ensure that compliance rating is not reduced below the prescribed limit as laid

down under GST Act and GST regulations. Universal distributor to submit a self-

declaration from time to time, that they are not black-listed on the GST portal.

Notwithstanding anything contained in agreement(s), in the event of black listing

of supplier i.e. compliance rating reduced below the prescribed limit, the amount

related to tax shall be paid to supplier only on receipt of input tax credit to BSNL

c. GST (if applicable) on account of liquidated damages due to delay in supply

would be borne by Universal distributor.

d. The place of supply under GST Act shall be the place of supply as determined

under purchase order raised by BSNL. It shall be the responsibility of Universal

Distributor to intimate BSNL well in advance in case of deviation /

disagreement(s) with the place of supply as determined in PO

e. Universal distributor agrees to share the monthly information with BSNL which

would be uploaded by Universal Distributor in its GSTR -1 along with the

information of input credit to be claimed by BSNL in such month. It shall be the

responsibility of Universal distributor to provide reconciliation statement of all the

supplies made by it including issuance of credit note, debit note or other

documents as prescribed, within 30th September following the end of relevant

financial year.

21. TAX LIABILITY: Universal Distributors have to comply with all applicable taxes

as per Central / States/ Local Laws. a. The Universal Distributor shall place an order for purchase of products from

BSNL. b. Upon dispatch of ordered products, BSNL shall raise an invoice on the Universal

Distributor, net of applicable discount to be provided to the Universal Distributor. BSNL’s designated nodal officer to verify and sign the invoice and forward it to the Accounts Department.

c. BSNL will charge GST on the transaction value i.e. the price at which BSNL sells its products to the Universal Distributor. BSNL would raise tax invoice for sale of BSNL products to the Universal Distributor.

d. Universal Distributor will be responsible for intimating their state-wise GSTIN(s) to

BSNL for billing purposes (in case Universal Distributor are registered in multiple

states) e. For the purpose of this agreement(s), the place of supply under GST shall be

determined in terms of applicable GST laws and regulations. The location of Universal Distributor for GST purposes shall be the location from which the Universal Distributor raises a purchase order on BSNL.

f. GST paid by Universal Distributor to BSNL shall be available to the Universal Distributor as ITC, which can be set off against the GST charged by Universal Distributor on its further supply.

g. BSNL shall, on a conservative basis, withhold tax at source under Chapter XVIIB of the IT Act, 1961 on all discounts/ margin provided to the Universal Distributor for sale of BSNL Products/services and the same will be treated as a sale consideration.

h. Methodology and applicable tax deduction on payment like discount at the time of sale of BSNL Products etc. to Universal Distributor may be changed from time to time & necessary instructions shall be issued by concerned cell of BSNL CO.



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i. The rate of discount on sale of BSNL products needs to be reviewed with every change in the rate of GST.

j. The invoices raised by BSNL shall comply with all the conditions as prescribed under the GST laws in force.

k. In case of any deficient supply or incomplete supply both at the time of sale of BSNL products BSNL shall issue a credit note and Universal Distributor hereby accepts to acknowledge and account this credit note. The Universal Distributor represents to take appropriate action to enable BSNL to get a GST deduction whenever applicable.

l. Universal Distributor to comply with all the compliances as may be prescribed to ensure that compliance rating is not reduced below the prescribed limit as laid down under GST Act and GST regulations.

m. Applicable Tax deductions/ reconciliation/ accounting related instructions/ guidelines shall be issued by concerned cell of BSNL CO, which shall be applicable to BA/circle/SSA.

n. Further the Universal Distributor is required to declare correct information on GST portal viz. the amount, the place of supply, rate of tax etc as mentioned on the invoice raised by BSNL. In case, the eligibility of input tax credit is questioned or denied to Universal distributor on account of default by the Universal Distributor, the same would be not recovered from BSNL by the Universal Distributor;

BSNL reserves the right to amend and the Universal Distributor agrees to the amended procedure which may be required pursuant to changes in GST law or pursuant to changes in BSNL’s policy.

22. Sale price of BSNL products

i. The price at which BSNL products shall be offered to Universal Distributor channel (Universal Distributor, Sub Distributors and Retailers) will be announced by BSNL on introduction of new product and may be revised or discontinued by BSNL as per the changes in business environment.

ii. Such price shall be announced as and when new products are being launched by any unit of Consumer Mobility or as may be published from time to time.

iii. For Consumer fixed Access products, the existing pricing by respective cell shall be applicable and for consumer mobility, latest circulars of Product & Pricing cell of CM cell may be referred.

iv. BSNL and Universal Distributors shall observe the following procedure in connection with purchase and sale of BSNL Products: a. The Universal Distributor shall place an order for purchase of products from BSNL. b. Upon dispatch of ordered products, BSNL shall raise an invoice on the Universal Distributor, net of applicable discount to be provided to the Universal Distributors. . BSNL’s designated nodal officer to verify and sign the invoice and forward it to the Accounts Department. c. BSNL will charge GST on the price at the transaction value i.e. the price at which BSNL sells its products to the Universal Distributor. BSNL would raise sale invoice for sale of BSNL products to the Universal Distributors. BSNL would raise invoice on GST registered premise only d. For the purpose of this agreement(s), place of supply under GST Act shall be the place of supply as determined under purchase order raised by BSNL. It shall be the responsibility of Universal Distributor to intimate BSNL well in advance in case of deviation / disagreement(s) with the place of supply as determined in PO



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e. BSNL shall, on a conservative basis, withhold tax at source under Chapter XVIIB of the IT Act, 1961 on all discounts/ margin provided to the Universal Distributors for sale of BSNL Products and the same will be treated as a sale consideration f. Payment will be received by BSNL from the Universal Distributor preferably through ECS / Direct credit to account or cheque. SSA/BA will give a detailed report regarding payments received from Universal Distributors on monthly basis to Circle office. g. GST paid by Universal Distributors to BSNL shall be available to the Universal Distributor as ITC, which can be set off against the GST charged by Universal Distributor to the retailer h. Secondary / subsequent incentives such as incentive on FRC/RC, any scheme based incentive, FOS incentive etc. to Universal Distributors shall be given online in the form of c-top-up value through any platform like Sanchar-soft/Pyro/ERP after levy of applicable taxes i.e. TDS /GST etc., wherever applicable. i. For the subsequent incentives provided by BSNL (refer point h above), Universal Distributors will raise invoice (along with applicable GST) on BSNL. Since incentive shall be paid to the Universal Distributors in the form of c-top up, BSNL will also raise an invoice (along with applicable GST) on the Universal Distributors for allocation of such c-top up value j. Where the Universal Distributor is not registered under GST Act, it shall be the responsibility of BSNL to discharge liability under reverse charge mechanism. It is further agreed that Universal Distributor shall not charge tax on invoice k. BSNL shall, withhold tax at source under Chapter XVIIB of the IT Act, 1961 on the secondary/ subsequent incentives provided to the Universal Distributors (refer point h above) l. GST paid by Universal Distributors to BSNL and by BSNL to Universal Distributors (as the case maybe w.r.t. secondary/ subsequent incentive granted by BSNL) shall be available to Universal Distributors and BSNL, respectively, as input tax credit which can be set off against the GST charged by Universal Distributor or BSNL m. The rate of discount/ margin/ incentive needs to be reviewed with every

change in the rate of GST.

n. Methodology and applicable tax deduction/reconciliation on payment like discount at the time of sale of BSNL Products, discount on FRC/RC, any scheme based incentive, FOS incentive etc. to Universal Distributors may be changed time to time & necessary instructions shall be issued by concerned cell of BSNL CO. o. The invoices raised by the Universal Distributor and BSNL should comply with all the conditions as prescribed under the tax invoice rules under Central Goods and Service Tax Rules, 2017 p. In case of any deficient supply or incomplete supply both at the time of sale of BSNL products or at the time of subsequent incentives provided to the Universal Distributor, it shall be the responsibility of Universal Distributor to issue GST compliance credit note within the reasonable time and take tax adjustment. In case the Universal Distributor fails to issue proper credit note within the time stipulated under the GST law the taxes charged and not adjusted would be borne by the Universal Distributor. q. Universal Distributor to comply with all the compliances as may be prescribed to ensure that compliance rating is not reduced below the prescribed limit as laid down under GST Act and GST regulations. Universal Distributor shall be required to submit a self-declaration from time to time, that they are not black-listed on the GST portal. Notwithstanding anything contained in agreement(s), in the event of black listing of supplier i.e. compliance rating reduced below the prescribed limit, the amount related to tax shall be paid to Universal Distributor only on receipt of input tax credit to BSNL



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r. Applicable Tax deductions/ reconciliation/ accounting related instructions/ guidelines shall be issued by concerned cell of BSNL CO, which shall be applicable to circle/SSA/BA.

v. In case of secondary/ subsequent incentives provided to the Universal Distributor, it shall be the responsibility of the Universal Distributor to raise appropriate tax invoice as per the provisions of GST Act. BSNL reserves the right to be indemnified for the credit loss in case BSNL is unable to claim the ITC for any non-compliance / default in raising appropriate invoice by Universal Distributors. Further all invoices should be sent to BSNL promptly and in no case beyond 30 days of Invoice date. Further the Supplier is required to comply following requirements w.r.t. issuance of invoice:

a. All the details of Universal Distributors (name, address, GSTIN/ unregistered vendor, place of supply, SAC/ HSN code etc.) and other mandatory details shall be mentioned on the invoice; b. Invoice/DN/CN need to be issued timely within the time prescribed under GST law; c. In case of any deficient supply, BSNL shall convey the same in a reasonable time to enable the Universal Distributor to issue credit note and take tax adjustment; d. It would be the responsibility of the Universal Distributor to declare correct information on invoice and GST portal viz. the amount, the place of supply, rate of tax etc. In case, the eligibility of input tax credit is questioned or denied to BSNL on account of default by the Universal Distributor, the same would be recovered by BSNL from the Universal Distributor; e. Registered location of the both the parties i.e. BSNL and Universal Distributor should be mentioned in the agreement(s) with GSTIN No. Further, Universal Distributor should raise invoices at the registered premise of BSNL for availment of credit and ensure that the place of supply as per GST law is same as registered premise; f. It shall be the responsibility of Universal Distributor to raise invoice within the prescribed timelines.

vi. Universal Distributor to share the monthly information (w.r.t. incentive) with

BSNL which would be uploaded by the Universal Distributor in its GSTR -1 along with the information of input credit to be claimed by BSNL in such month. It shall be the responsibility of the Universal Distributor to provide reconciliation statement of all the supplies made by it including issuance of credit note, debit note or other documents as prescribed, within 30th September following the end of relevant financial year

23. DAMAGES: (i) Where the Universal Distributor fail to provide services or breach of contract & achieve the sales targets as specified above in clause 13, & 15, BSNL without prejudice to other remedies available to it shall be entitled to recover damages, as pre-estimated damages along with the applicable GST (if any) at the rate & circumstances mentioned below: (ii) In case any GST and/ or cess liability, interest, penalties or any other tax/ duty/

amount/ charge/ liability / professional costs related to litigation becomes payable by

BSNL or ITC is denied to BSNL due to failure of the Universal Distributor to comply with

the relevant laws/ regulations applicable in India or overseas, Universal Distributor



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undertakes to indemnify BSNL for an amount equal to amount payable by BSNL and the

same shall be recovered by BSNL

24. ROLE OF NODAL CENTRE/ITPC Hyderabad/ERP/Pyro: Technical integration and role out of BSNL Products in coordination with Universal Distributor will be carried out by nodal centre/ITPC Hyderabad/ERP/Pyro.

i. Hyderabad (Andhra Pradesh Telecom Circle) South Zone

ii. Chandigarh (Punjab Telecom Circle) North Zone

iii. Pune (Maharashtra Telecom Circle) West Zone

iv. Kolkata (West Bengal Telecom Circle) East Zone

25. EXIT CLAUSE: Either party may, by giving 60 days notice in advance to the other

party, exit from the agreement(s) and the agreement(s) shall stand terminated on expiry

of 60th day from receipt of such notice. In such cases, the PBG shall be returned after

deducting any amount whatsoever due to BSNL against the agreement(s)

26. TERMINATION: Agreement(s) with Universal Distributor may be terminated under

following conditions:

a. BSNL shall reserve the right to terminate the agreement(s) if Universal

Distributor is found not working for six consecutive months at any time by giving

30 days notice in writing for performance in obligation under the agreement(s),

failing which the agreement(s) shall stand terminated upon expiry of the 30th day

of said notice. The PBG shall be forfeited.

b. In case of non-performance/non achievement of targets by Universal Distributor,

the agreement(s) may be terminated by giving 30 days notice /may not be

extended and the PBG shall be forfeited /adjusted in such case. Universal

Distributors who are terminated will not be eligible to bid for Universal Distributor

EOI for the next two years. BSNL decision in this regard shall be final and

binding.

c. BSNL shall reserve the right to terminate agreement(s) in case it comes to

conclusion that the Universal Distributor has violated any of the clauses of the

agreement(s) which would result in loss to BSNL or damage to services being

provided by BSNL. The decision of the BSNL will be final in this regard. The PBG

shall be forfeited.

d. If either party suffers distress or execution or commits an act of bankruptcy or

insolvency or put into liquidation (otherwise than solely for amalgamation or

restriction) or if a receiver is appointed over any part of the party’s business then

the other party shall have a right to terminate agreement(s) by written notice of 60

days. The PBG shall be forfeited.

e. BSNL shall also reserve the right to suspend the operations of Universal

Distributor, at any time, due to change in its own license conditions or upon

directions from the competent government authorities. In such a situation, BSNL

shall not be responsible for any damage or loss caused or arisen out of aforesaid

action. Further, the suspension of the agreement(s) will not be a cause or ground

for extension of the period of the agreement(s) and suspension period will be

taken as period spent. During this period, no charges for use of the facility of the

Universal Distributor shall be payable by BSNL.



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f. In case the Universal Distributor parts with its business including its assets in

favour of any 3rd party directly or indirectly, BSNL shall have the right to terminate

the agreement(s). The exercising of the right of cancellation / termination shall

not have the effect of waiving any damages to which the cancelling / terminating

party might otherwise be entitled to.

g. Unless otherwise agreed in writing by BSNL, any sums payable and which are

unpaid on the date of termination shall become due and payable by the Universal

Distributor (along with GST). Otherwise Universal Distributor shall be liable to pay

interest @ 18% p.a. till the said amount is paid to BSNL.

h. BSNL shall deduct tax at source if required under GST Act and GST regulations,

any law or any regulation.

i. Provisions of the agreement(s) shall, to the extent stated or necessarily implied,

survive the termination thereof.

j. Cancellation or termination or expiry of agreement(s) shall not relieve or release

either party from making payments which may be owing to the other party under

the terms of the Agreement(s). However the universal -Distributor shall not be

entitled to refund from BSNL for the unutilized/unsold PINs/ Recharge / topup

value in any circumstances what so ever.

k. Universal Distributor shall at its own expense return to BSNL promptly all

information, documentation and materials relating to BSNL services and / or

software or any other documents entrusted to the Universal Distributor by BSNL

l. On the termination of the agreement(s) for any cause whatsoever, all rights and

privileges granted to the Universal Distributor shall immediately stand terminated.

Universal Distributor shall immediately cease and desist from using the trade

name BSNL and any other sign, slogan, symbol or other distinguishing

characteristic owned by or associated with BSNL’s services.

m. BSNL shall be entitled to injunctive and equitable relief for any violation of the

terms and conditions. Universal Distributor shall pay all costs and expenses

including reasonable advocate fee borne by the BSNL for enforcing any provision

of the agreement(s). The provisions of this clause shall survive the termination of

the agreement(s).

n. In the event of termination of agreement(s) consequent upon breach of any of

the terms of the agreement(s) or surrender of Universal Distributor at its own will:

i. Damages to the extent of loss determined by BSNL shall be recovered from the

Universal Distributor in addition to the encashment of Performance Bank

Guarantee without prejudice to any other remedies and rights.

ii. Universal Distributor may be debarred for future dealings with BSNL for

Universal Distributor



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27. INDEMNIFICATION:

27.1 The Universal distributor hereby agrees to well and sufficiently protect and keep

harmless and indemnify the BSNL, against all type of embezzlement, misappropriation or misapplication of money. Or fraud if any committed by prospective subscriber(s).

27.2 The Universal distributor agrees to fully indemnify and keep indemnified the

BSNL against all losses or any claims for damages or any other claims of whatsoever nature, which are brought against BSNL by any third party owing to deeds or misdeeds attributable to the Universal Distributor, or any claim of breach of any statuary regulation, orders from any govt. Bodies/judicial/quasi-judicial/regulatory authority requires or breach of any clause or term and conditions of this agreement(s) The BSNL shall be vested with the sole discretion to determine such damages/ claims and have the right to adjust the same from any dues payable to the Universal distributor.

27.3 The BSNL shall not be liable to the Universal distributor or any other party

consequent upon termination of the Agreement(s) or termination of Agreement(s) with SD, if SD is served through Universal distributor for any reason whatsoever for any claim for loss or profits or for any anticipated booking for BSNL or on account of any expenditure, investments, leases or any other commitments made by the Universal distributor in connection with the Agreement(s) made in reliance upon or by virtue of the Universal distributor appointment under the Agreement(s).

27.4 The BSNL’s acceptance of any booking from the Universal Distributor after the

termination / expiry of this Agreement(s) shall not be construed as a renewal or extension of the Agreement(s) nor as a waiver of right of termination.

28. DISPUTE RESOLUTION/ARBITRATION:

I. ARBITRATION (Applicable in case of supply orders/Contracts with firms,

other than Public Sector Enterprise) (Not applicable in cases valuing less than Rs.

5 lakhs)

Except as otherwise provided elsewhere in the contract, if any dispute, difference, question or disagreement(s) arises between the parties hereto or their respective representatives or assignees, in connection with construction, meaning, operation, effect, interpretation of the contract or breach thereof which parties unable to settle mutually, the same shall be referred to Arbitration as provided hereunder:

(1) A party wishing to commence arbitration proceeding shall invoke Arbitration

Clause by giving 60 days’ notice to the designated officer of the other party. The

notice invoking arbitration shall specify all the points of disputes with details of the

amount claimed to be referred to arbitration at the time of invocation of arbitration



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and not thereafter. If the claim is in foreign currency, the claimant shall indicate its

value in Indian Rupee for the purpose of constitution of the arbitral tribunal.

(2) The number of the arbitrators and the appointing authority will be as under:

Claim amount (excluding claim for counter claim, if any)

Number of arbitrator Appointing Authority

Above Rs. 5 lakhs to Rs. 5 crores

Sole Arbitrator to be appointed from a panel of arbitrators of BSNL.

BSNL (Note: BSNL will forward a list containing names of three empanelled arbitrators to the other party for selecting one from the list who will be appointed as sole arbitrator by BSNL)

Above Rs. 5 crores 3 Arbitrators One arbitrator by each party and the 3rd arbitrator, who shall be the presiding arbitrator, by the two arbitrators. BSNL will appoint its arbitrator from its panel.

(3) Neither party shall appoint its serving employee as arbitrator.

(4) If any of the Arbitrators so appointed dies, resigns, becomes incapacitated or

withdraws for any reason from the proceedings, it shall be lawful for the

concerned party/arbitrators to appoint another person in his place in the same

manner as aforesaid. Such person shall proceed with the reference from the

stage where his predecessor had left it both parties consent for the same;

otherwise, he shall proceed de novo.

(5) Parties agree that neither party shall be entitled for any pre-reference or

pendente-lite interest on its claims. Parties agree that any claim for such interest

made by any party shall be void.

(6) Unless otherwise decided by the parties, Fast Track procedure as prescribed in

Section 29 B of the Arbitration Conciliation Act, 1996 for resolution of all disputes

shall be followed, where the claim amount is uptoRs. 5 crores.

[29B. Fast track procedure –

i. Notwithstanding anything contained in this Act, the parties to an arbitration

agreement(s), may, at any stage either before or at the time of appointment of the

arbitral tribunal, agree in writing to have their dispute resolved by fast track

procedure specified in sub-section (3).

ii. The parties to the arbitration agreement(s), while agreeing for resolution of

dispute by fast track procedure, may agree that the arbitral tribunal shall consist

of a sole arbitrator who shall be chosen by the parties.

iii. The arbitral tribunal shall follow the following procedure while conducting

arbitration proceedings under sub-section (1):-

(a)The arbitral tribunal shall decide the dispute on the basis of written

pleadings, documents and submissions filed by the parties without oral

hearing;



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(b)The arbitral tribunal shall have power to call for any further information or

clarification from the parties in addition to the pleadings and documents

filed by them;

(c) An oral hearing may be held only, if, all the parties make a request or if

the arbitral tribunal considers it necessary to have oral hearing for

clarifying certain issues;

(d)The arbitral tribunal may dispense with any technical formalities, if an oral

hearing is held, and adopt such procedure as deemed appropriate for

expeditious disposal of the case.

iv. The award under this section shall be made within a period of six months from

the date the arbitral tribunal enters upon the reference.

v. If the award is not made within the period specified in sub-section (4), the

provisions of sub- sections (3) to (9) of Section 29 A shall apply to the

proceedings.

vi. The fees payable to the arbitrator and the manner of payment of the fees shall

be such as may be agreed between the arbitrator and the parties.]

(7) The arbitral tribunal shall make and publish the award within time stipulated as

under:

Amount of Claims and Counter Claims Period for making and publishing of the award (counted from the date the arbitral tribunal enters upon the reference)

UptoRs. 5 crores Within 6 months (Fast Track procedure)

Above Rs. 5 crores Within 12 months

However, the above time limit can be extended by the Arbitrator for reasons to be

recorded in writing with the consent of parties and in terms of provisions of the Act. (8) In case of arbitral tribunal of 3 arbitrators, each party shall be responsible to

make arrangements for the travel and stay, etc. of the arbitrator appointed by it.

Claimant shall also be responsible for making arrangements for travel/stay

arrangements for the Presiding Arbitrator and the expenses incurred shall be

shared equally by the parties.

In case of sole arbitrator, BSNL shall make all necessary arrangements for his travel/stay and the expenses incurred shall be shared equally by the parties.

(9) The Arbitration proceeding shall be held at New Delhi or Circle or SSA

Headquarter ( as the case may be).

(10) Subject to the aforesaid conditions, provisions of the Arbitration and

Conciliation Act, 1996 and any statutory modifications or re-enactment thereof

shall apply to the arbitration proceedings under this clause.

II. APPLICABLE LAW AND JURSDICTION

(a) The supply order for Goods ‘or’ Services, including all matters connected with this

supply order shall be governed by the Indian law both substantive and procedural, for the

time being in force and shall be subject to the exclusive jurisdiction of Indian Courts at

the place from where the Purchase Order has been placed.

(b) Foreign companies, operating in India or entering into Joint Ventures in India, shall

have to obey the law of land and there shall be no compromise or excuse for the

ignorance of the Indian legal system in any way.



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29. Universal Distributor AS INDEPENDENT ENTITY:

29.1The Universal Distributor, its employees, agents and representatives shall sell BSNL

Products as an independent “entity” on an exclusive basis and nothing contained herein

shall be deemed to create any partnership, joint venture, employment or relationship of

principal and agent between the parties hereto or between BSNL and the Universal

Distributor representatives and employees or to provide BSNL Products/Services with

any right, power or authority, or to provide the Universal Distributor with any right, power

or authority, whether express or implied to create any such duty or obligation.

29.2The Universal Distributor personnel, employees, agents or representatives have no

authority and/or right to bind BSNL in any manner. It is clarified that the personnel

employed by the Universal Distributor shall be the sole employees of the Universal

Distributor and BSNL shall have no financial or statutory responsibility towards them.

29.3 The Universal Distributor represents and warrants that no officer, director,

employee of BSNL or immediate family member thereof (“collectively, BSNL, personnel”)

has received or will receive anything of value of any kind from the Universal Distributor

or its officers, directors, employees or agents in connection with agreement(s) and that

no BSNL personnel have a business relationship of any kind with the Universal

Distributor or its officers.

30. MISCELLANEOUS:

30.1 The Universal Distributor may publish advertisement in newspapers at his own cost

with the prior approval from the BSNL for text matter and design.

30.2 The terms and conditions may be amended as and when any changes, addition or

deletion is required with the consent of both the parties except what is stated herein

above.

30.3 The Universal Distributor shall make all endeavors to ensure that no fraud of any

kind, criminal or otherwise is committed by any agent or staff and shall be responsible for

the costs and consequences thereof including litigation losses damages or loss suffered/

to be suffered by BSNL etc.

30.4 The Universal Distributor shall carry out its obligation at its own cost and expenses

including but not limited to usage of his own space and personnel and no reimbursement

whatsoever shall be made by BSNL on any account whatsoever.

30.5 The Universal Distributor shall be fully responsible for the employment or payment

of wages to its employees and shall fully comply with all laws, rules, regulations,

notifications, directions orders etc. of the Govt. whether Central, State, Local or

Municipal relating to such employment, payment of wages etc. and all others matter

connected therewith and hereby indemnifies and agrees to continue indemnifying BSNL

in this regard.

30.6 The Universal Distributor shall perform their duty in strict compliance with all

applicable laws in India along with rules and regulation of duly constituted govt.

authorities in India and shall obtain all licenses, restrictions or other approval, if any

required by laws in India.



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30.7 In connection with the BSNL Products to be sold, Universal Distributor shall

undertake, affirm and agree that Universal Distributor has fully authorized to enter into

an agreement(s) and subject to obtaining the necessary approval under applicable law, if

any, required to perform the obligation according to the stipulated terms.

31. GENERAL PROVISIONS:

31.1 No authority to Commit: The Universal Distributor, its agents and employees will

not be the legal representatives, employees or agents of the BSNL for any purpose and

have no right or authority to incur any expenses on behalf of the BSNL or to create, in

writing or otherwise, obligations of any kind, express or implied, in the name of or on

behalf of BSNL excluding the rights and duties under agreement(s). The Universal

Distributor shall make no representations inconsistent with the foregoing, but so long as

agreement(s) remains in force, the Universal Distributor shall be entitled to describe itself

as the

“Authorized Universal Distributor” of BSNL for the sale of BSNL

Products/Services across PAN India. .

31.2 Assignment: The Universal Distributor may assign its rights and remedies nor

transfer its obligations under this Agreement(s) with prior written consent of BSNL In any

event, any assignment or transfer shall not operate to relieve the Universal Distributor of

any of its obligations hereunder, nor will any such assignment impose any obligation on

the assignee except in the case of an express written assumption by the assignee.

31.3 Notices: Any notice or communication pursuant to agreement(s) shall be deemed

duly given or made when they shall have been delivered by hand, first class registered

mail or, to the party at the address set forth at the beginning of agreement(s), or to such

other address as shall have been given in writing to the other party.

31.4 Failure to enforce: The failure of either party to enforce at any time the provisions

hereof shall not be construed to be a waiver of such provisions nor a waiver of the right

of such party thereafter to enforce each and every such provision.

31.5 Content: The Universal Distributor Policy-2021 and its future revisions, the

annexure attached hereto & the EoI document annexed hereto, LoI and subsequent

instructions to Universal Distributor shall form integral part of this agreement(s) and

incorporated herein by this reference.

31.6 Universal Distributor hereby agrees and unequivocally undertakes to fully comply

with all the terms and conditions stipulated in agreement(s) along with its parts Universal

Distributor Policy 2021, EoI, LoI attached hereto without any deviation and reservation of

any kind, unless mutually agreed between the parties at any given time.

31.7 In case, any future statutory provision warrants variation in the

Agreement(s)/Policy, in any material way, both parties will in good faith use their best

endeavour to agree to such terms and conditions as may be necessary. However, in

case no such agreement(s) can be reached, either party shall have the right to withdraw

from this Agreement(s).



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31.8 The effect of withdrawal from the Agreement(s) under Clause 31.7 would be that

the Agreement(s) shall stand terminated with immediate effect.

32. Remedies for enforcement:

i. Nothing shall be construed to restrict the right of the BSNL to institute

appropriate proceedings at law and equity to obtain injunction or other

relief on account of any default hereunder whether or not the BSNL has

exercised its right to terminate the agreement(s).

ii. The remedies granted to BSNL will be cumulative and are not intended to

be exclusive if any, other remedies to which it may be lawfully entitled in

case of any breach or threatened breach of the terms and provisions.

Failure of BSNL to insist on strict performance of any of terms and

provisions of the agreement(s) or to exercise any right or remedy shall not

be construed as a waiver of any such rights.

33. FORCE MAJEURE: Without in any way limiting the general limitations of liability

contained in the agreement(s) neither party shall be responsible for failure or delay in

performance of service hereunder due to any occurrence commonly known as force

majeure including without limitation acts of God, any government body (de jure or de

facto) or public enemy, acts of war, riots, earthquake, embargoes, strikes or other

concerted acts of workmen (whether of the parties or others ) casualties, or accidents,

and shortage of power, labour or materials, or any other causes, circumstances, or

contingencies, whether of a similar or dissimilar nature to the foregoing, beyond the

parties’ control and which cannot be reasonably forecast or prevented thereby hindering

the performance by the parties of any of its obligations.

The parties shall give each other notice in the event of any one or more of the foregoing

occurrences. Upon such notice the parties may cancel or delay performance for so long

as such performance is prevented or delayed by such occurrence and in such an event

neither party shall have any liability to the other.



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Covering Letter for Submission

To GM (Sales & Mktg.-CM), Bharat Sanchar Nigam Limited, Room No. 702, 8th Floor, Bharat Sanchar Bhawan, Janpath, New Delhi - 110001.

Subject: Proposal for empanelment as Universal Distributor of BSNL

Dear Sir,

With reference to opportunity for Universal Distributor ship on the website, I / we hereby submit my / our proposal duly completed along with details called for. All required documents are enclosed herewith (along with signed copy of EOI) and are numbered as per para-7 of EOI and checklist (Annexure-M)

Thanking you,

Yours sincerely,

Signature (Name of the authorized signatory) For & on behalf of Seal of the Firm/Company/Organization



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Annexure – A

Particulars about Universal Distributor for operation in BSNL

1. Name of the applicant / firm / Organization: 2. Registered Address / Office Address:

Mobile No. (s) Telephone No. (s) E-mail (s)

3. GST registration number (GSTIN)- 4. Status of the applicant / organization (Tick the relevant one):

i. Proprietorship ii. Partnership iii. Private Limited iv. Public Limited

4. Date of inception of the firm / organization:-

5. PAN No / GIR No:

6. Turnover of the firm / organization for the last year ( supporting documents to be

submitted):

7. Names of the Directors along with %age share:

8. Name of the Executive Director / Proprietor:

(Who will manage the Universal Distributorship) 9. Residential Address of the Executive Director / Proprietor:

10. Mobile No. and Email id of the Executive Director / Proprietor:

11. Name of the Banker with address and contact number(s):

12. Present activity with details, and the names of the organizations for which the

applicant is acting as Franchisee / wholesaler/ Master franchisee/Super Distributor/e-

distributor etc.

13. Total number of POS ( Point of Sale) of the firm ( State-wise) across country:-

14. Total manpower on roll employed / engaged by the firm / organization.

15. Work experience of minimum........... with full details thereof. (supporting documents

to be submitted)



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Annexure - B

UNDERTAKING

We, M/s ______________________________ Proprietorship firm regd. under…../a partnership firm regd. under, a company registered under Companies Act 1956, having registered office at ___________________________ do hereby undertake and declare that we do not have substantial equity stake (10% or more) in & of any

Basic Services Cellular Services

Internet Services

Unified Access Services

National Long Distance Services

operating company(ies) in India.

Signed on behalf of M/s__________________ by Shri_______________________ (Name & Designation) authorized signatory (with company stamp).

UNDERTAKING

We, M/s ______________________________ Proprietorship firm regd. under…../a partnership firm regd. under, a company registered under Companies Act 1956, having registered office at ___________________________ do hereby undertake and declare that we are not a licensed service provider to provide Basic services/Cellular services/Internet services/Unified Access services/ NLD services anywhere in India.

Signed on behalf of M/s__________________ by Shri_______________________ (Name & Designation) authorized signatory (with company stamp).



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Annexure-C

FORMAT OF THE NON-DISCLOSURE UNDERTAKING (To be submitted duly notarized on non-judicial stamp paper of Rs.50/- only)

M/s Proprietorship firm regd. under…../a partnership firm regd. under, a company registered under Companies Act 1956 / 2013, having its registered office at acting through Shri , the authorized signatory (which expression shall, unless repugnant to the context, include its successors in business, administrators, liquidators and assigns or legal representatives) hereby declare and undertake that we will not divulge any part of this agreement(s) either through oral or written communication or through any mode to anyone.

We further undertake and declare that we shall be responsible for safe custody of the Confidential Information provided by BSNL i.e. papers/documents, information including all verbal and written communication, lists and circulars, trade secrets etc. including the Agreement(s) proposed to be entered into between M/s BHARAT SANCHAR NIGAM LIMITED and ourselves. We shall ensure all necessary steps to safeguard the privacy and confidentiality of the Agreement(s) and shall use our best endeavours to secure that no person acting on our behalf or ourselves divulge or disclose or use any part of the Agreement(s) without the written consent of M/s BHARAT SANCHAR NIGAM LIMITED.

We recognize and agree that all of the Confidential Information provided by BSNL i.e. papers/documents, information including all verbal and written communication, lists and circulars, trade secrets etc. is owned solely by BSNL and that the unauthorized disclosure or use of such confidential information would cause irreparable harm and significant injury, the degree of which may be difficult to ascertain. Accordingly, we agree that BSNL will have the right to obtain or seek specific performance or an immediate injunction enjoining any breach or threatened breach ofthis Agreement(s), as well as BSNL shall have the right to pursue any and all other rights and remedies available at law or in equity for any breach or unauthorized disclosure or use of the confidential obligation under this contract by us.

We further declare and undertake that if we declare not to sign the above Agreement(s) with M/s BHARAT SANCHAR NIGAM LIMITED, we shall return back the copy of the Agreement(s) (in original) back to GM (S&M-CM) acting on behalf of M/s BHARAT SANCHAR NIGAM LIMITED within one month without preserving any copy of the same, in any form, whatsoever.

We further declare and undertake to indemnify M/s BHARAT SANCHAR NIGAM LIMITED for any loss or damage(s) caused to it by virtue of any default from our side in compliance to the aforesaid conditions.

Signed on behalf of M/s _____________________________ by Shri ________________ (Name and Designation) authorized signatory.



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ANNEXURE – D

Product List for FMCG Industry

Following product categories will be eligible for FMCG industry experience

a. Personal Care, Oral Care, Hair Care, Skin Care, Personal Wash (soaps).

b. Cosmetics and toiletries, deodorants, perfumes, feminine hygiene, paper

products.

c. Household care fabric wash including laundry soaps and synthetic detergents;

household cleaners, such as dish/utensil cleaners, floor cleaners, toilet cleaners,

air fresheners, insecticides and mosquito repellents, metal polish and furniture

polish.

d. Food and health beverages, branded flour, branded dairy products, branded

sugarcane, bakery products such as bread, biscuits, etc., beverages such as

milk, tea, coffee, juices, carbonated drinks, bottled water etc, snack food,

chocolates, tobacco products Ayurvedic preparations, over the counter (OTC)

allopathic preparations etc.



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ANNEXURE – E

FORMAT OF THE BANK GUARANTEE (To be typed on Rs.100/- non-judicial stamp paper. PBG should be issued by a branch of

Nationalized/ scheduled bank located in India)

Re: Bank Guarantee in respect of Agreement(s) dated ____________ between Bharat Sanchar Nigam Limited and M/s _______________________.

______________________, a company registered under The Companies Act, 1956 and having its Registered Office at __________________________ ( hereinafter called “ Universal Distributor ” ) has entered into an agreement(s) dated _______________( hereinafter referred to as “the said agreement(s)” ) with M/s Bharat Sanchar Nigam Limited ( BSNL in short ) ( A Government of India Enterprise), at Bharat Sanchar Bhawan, Harish Chandra Mathur Lane, Janpath , New Delhi – 110001( hereinafter referred to as “BSNL” ) whereby BSNL has agreed to appoint Universal Distributor s for sale of BSNL products on the terms and conditions exclusively mentioned therein. It has been agreed between the parties that an unconditional Bank Guarantee of Nationalized/ scheduled Bank of Rs…………/- (Rs. ……………..) shall be given by the Universal Distributor in favor of the BSNL for due and faithful performance of the terms and conditions of the said agreement(s). __________________ Bank having its office at _______________________________ has at the request of the Universal Distributor ( M/s ), agreed to give the guarantee as hereinafter contained : 1. We, _____________________________ ( hereinafter called ‘the Bank” ) do hereby

undertake and assure to the BSNL that if in the opinion of the BSNL, the Universal Distributor has in any way failed to observe or perform the terms and conditions of the said agreement(s) or has committed any breach of its obligations there-under or failure to sell BSNL Products within 6 Months of signing of agreement(s) or failure to achieve minimum committed target, the Bank shall on demand and without any objection or demur pay to the BSNL the said sum of Rs…………/- (Rs. ……………..) or such lesser amount as BSNL may demand without requiring BSNL to have recourse to any legal remedy that may be available to it compel the Bank to pay the same.

2. Any such demand from the BSNL shall be conclusive as regards the liability of Universal Distributor to pay to BSNL or as regards the amount payable by the Bank under this guarantee. The Bank shall not be entitled to withhold payment on the ground that the Universal Distributor had disputed its liability to pay or has disputed the quantum of the amount or that any arbitration proceeding or legal proceeding is pending between Universal Distributor and BSNL regarding the claim.

3. We, the Bank further agree that the guarantee shall come into force from the issue of bank guarantee and shall remain in full force and effect for the period of ___ months/ years. But if the period of the said agreement(s) is extended either pursuant to the provisions in the said Agreement(s) or by mutual agreement(s) between the Universal Distributor and the BSNL, the Bank guarantee shall be renewed by the Bank at the request of Universal Distributor for a period of ……. months/ years.

4. The Bank further agrees that the BSNL shall have the fullest liberty without the consent of the Bank and without affecting in any way the obligations hereunder to vary any of the terms and conditions of the said agreement(s) or to extend the time for performance of the said agreement(s) from any of the powers exercisable by BSNL against the Universal Distributor and to forebear to enforce any of the terms and conditions relating to the said agreement(s) and the Bank shall not be relieved from its liability by reason of such failure or extension being granted to Universal Distributor or through any forbearance, act or omission on the part of BSNL or any indulgence by BSNL to



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Universal Distributor or any other matter or thing whatsoever which under the law relating to sureties would but for this provision have the effect of relieving or discharging the guarantor.

5. The Bank further agrees that in case this Guarantee is required for a larger period

and it is not extended by the Bank beyond the period specified above in Clause 3, the Bank

shall pay to BSNL without BSNL having to demand the payment of the said sum of

Rs…………. /- (Rupees ……….. lakh only) on the last day on which the Bank Guarantee is

due to expire.

6. Notwithstanding anything herein contained ; (a) The liability of the Bank under this guarantee is restricted to Rs….…/- (Rs…) and

it will remain in force for a period of ……… Months i.e. upto _________. (b) The guarantee shall stand completely discharged and all rights of the BSNL

under this Guarantee shall be extinguished if no claim or demand is made on us is writing on or before _______________.

7. The Bank guarantees under its constitutional power to give this guarantee

and__________________ and ________________ who have signed it on behalf of the Bank have authority to do so.

(Authorized Signature of the Bank Official) Power of Attorney Number:

(Complete address of Bank, Name of signing officer, telephone & Fax numbers) Dated:



29

ANNEXURE – F

List of authorized representatives of Universal Distributor

S.No. Name of Authorized representative Address Mobile No. Email id.

1

2

3

Note: Universal Distributor shall be responsible for the act / work done by the above authorized representative Signed on behalf of M/s by Shri (Name & Designation) authorized signatory (with company stamp).



30

ANNEXURE – G

DECLARATION

I, ……………………………………………………………………….., on behalf of ……………………………………………………………. having gone through the terms & conditions of the EOI and agree to abide by the same in case the Universal Distributor -ship is awarded to me / our firm / company.

Name of the Signatory

For and on behalf of

Signed on behalf of M/s by Shri (Name & Designation) authorized signatory (with

company stamp).



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ANNEXURE - H

Format of Certificate about close relatives working in BSNL

(To be submitted by all the Owner/ Partners/Directors of the Company)

“I ……………………….. s/o ………………………….. r/o ……………………………. here by

certify that none of my relative(s) as defined in the EOI document is/are employed in BSNL

unit as per details given in tender document. In case at any stage, it found that the

information given by me is false / incorrect, BSNL shall have the absolute right to take any

action as deemed fit / without any prior intimation to me.”

The near relatives for this purpose are defined as:-

a) Members of a Hindu undivided family.

b) They are husband and wife.

c) The one is related to the other in the manner as father, mother, son(s) & son’s wife

(daughter in law), Daughter(s) and daughter’s husband (son in law), brother(s) and

brother’s wife, sister(s) and sister’s husband (brother in law).

Dated this ………….. Day of ……………… 20…

Seal and Signature: ………………………..

Signed on behalf of M/s by Shri (Name & Designation) authorized signatory (with company stamp).



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Annexure-I

Details of number of POS (Point of Sales) in the different states of country:

S. No. Name of the States No. of POS

Signed on behalf of M/s by Shri (Name & Designation) authorized signatory (with company stamp).



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Annexure-J

Compensation/Discount Structure of Consumer Mobility Product and Services

Compensation/Discount Structure of Consumer Mobility Product and Services for Universal Distributor (in Rs.)

Sr. No. Name of Product Particulars

Initial discount/ margin to Universal

Distributor

Secondary/ Subsequent incentive to Universal

Distributor

Post-Paid Products

1 Post-Paid Voice & Data Plan

SIM & Activation (Note)

NIL

At present CAF commission for both

physical and D-KYC CAF activation is Rs. 10/- per

activation and is applicable for FRC above Rs. 100 after submission of CAF and activation of SIM.

(Note)

Any Monthly Plan

Rs.80/- on deposit of

security amount at the time of

activation

Balance incentive if any will be paid @14% of

Fixed monthly Charges (FMC) at the end each month for six months

subject to maximum of 70% of lowest FMC or Rs

350/- ( Including initial payment of Rs. 80/-) whichever is less and

payment of monthly bills by the customer.

Pre-Paid Products

Sr. No. Name of Product Particulars Discount, margin and incentive to


2 Pre-Paid Voice & Data

SIM & Activation

At present CAF commission for both physical and D-KYC CAF activation is Rs. 10/- per activation for FRC above RS. 100/- and is applicable after submission of CAF and activation of SIM. (Note)

Plan voucher

70% of Plan voucher or Rs. 80/- whichever is less. For special plans where discount is

specified, the same is applicable.

Hardware Products

3 Data Card On purchase of each data card

Discount @ 5.0 % on Sale Price



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Ad-On Products

Sr. No.

Name of Product Particulars Discount to Universal Distributor

4 Pre-paid to Post paid plan conversion

Pre-Paid to Post-Paid GSM/CDMA/ etc.

30% of FMC subject to max. of Rs.

100/- after payment of 1st bill.

5 VAS retailing Retailing of Value added services through channel partners

Discount on EUP (End User Price) same as in case of Top-up/recharge

( See Note)

RCVs & TOP-Ups Products

Sr. No.

Name of Product / Service

Particulars Discount to Universal Distributor

6

All Top-up Vouchers / Flexi Top-up / STV (Special Tariff Vouchers)/ RCV (Recharge Vouchers) / C-TOPUP

Discount @ 3.5% on MRP (See Note).

Post-Paid Bill payment through CBP system

Sr. No.

Name of Service

Particulars Initial discount/ margin to Universal Distributor

Subsequent incentive to Universal

Distributor

7 Post-paid bill

payment

Post-paid bill payment for mobile/landline/broadband/FTTH

etc

i. OTF for mobile Post-paid bill payment

through CBP-CT equivalent to 2% of

commission ( Applicable up-to 31.03.2021 (

BSNLCO-SMCM/23(11)/17/2020-SM-CM dated 29.9.2020 ii. For other bill payments

prevailing guidelines issued by respective cell of

BSNL CO shall be applicable and subject to

revision time to time.

Nil



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Note:-

1. At present CAF commission for both physical and e-KYC CAF activation is Rs. 10/- per activation for FRC amount above Rs. 100/- issued vide this office letter BSNLCO-

SMCM/23(11)/21/2020-SM-CM dated 01.10.20 is applicable up-to 31.3.2021 and subject to revision from time to time.

2. Rate of discount on all Top-up Vouchers / Flexi Top-up / STV (Special Tariff Vouchers)/ RCV (Recharge Vouchers) / C-TOPUP shall be calculated on MRP and subject to revision from time to time.

3. EUP = End User Price is amount in Rs. for which VAS services sold to customer. Same Pre-paid wallet is being used by retailers for VAS retailing.

4. OTF commission for Universal distributor chain in place of FRC, along-with FRC and for

validity extension or migration, as notified from time to time, shall also be applicable. Any

OTF commission to Universal Distributor chain shall not exceed 90% of prevailing

franchisee OTF commission.



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Annexure-K

Trade scheme: - The Trade scheme for Universal Distributor shall be based on

category of Universal Distributor in the respective month as given below.

S. No. Category of Universal

Distributor

Trade Scheme

Per SIM On Ctop-up

Universal Distributor/SD

Retailers Total amount to Universal

Distributor

1 Crown

6 30 0.50%

2 Diamond 5 25 0.30%

3 Platinum 4 20 0.20%

4 Gold 3 15 0.10%

5 Silver 0 10 0

6 Bronze 0 5 0

7 Un-categorized 0 0

a. For Three tier structure Trade scheme incentive amount applicable to UD shall be equally

divided between UD and SD.

b. C-Top-up Trade scheme incentive shall be calculated at the end of month based on

category of Universal Distributor. (UD)

c. The above Trade scheme shall be applicable to Universal Distributor chain, only on

second recharge.

II. MNP incentive scheme MNP incentive scheme shall also be applicable to Universal

Distributor and subject to revision from time to time. Current MNP incentive Scheme is as

under:-

Plan Voucher amount (FRC on Port-in) (Rs.)

MNP commission (In addition to FRC commission) (In Rs.)


SD ( Sub Distributor) Retailer

Additional commission to Retailer if they achieve minimum 5 port-in

Total (Maximum MNP commission)

399 and above 50 25 115 100 290

180/- to 398/- 40 20 100 50 210

Below 180 20 10 60 10 100



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Annexure-L

Sharing of Discount / margin and incentives I. For Two tier structure there shall be two options for sharing of discount between Universal Distributor and Retailers:-

Option-A:-

Product Universal

Distributor Retailers

New Connection (Prepaid/ Postpaid) 30% 70%

CAF incentive 70% 30%

Recharge / C-TOPUP 30% 70%

Option-B:-

Product Universal

Distributor Retailers

New Connection (Prepaid/ Postpaid) 20% 80%

CAF incentive 80% 20%

Recharge / C-TOPUP 20% 80%

II. For Three tier structure there shall be two options for sharing of discount between Universal Distributor, Sub distributor (SDs) and Retailers:-

Option-A

Product Universal

Distributor SDs Retailers

New Connection (Prepaid/ Postpaid) 10% 10% 80%

CAF incentive 40% 25% 35%

Recharge / C-TOPUP 10% 10% 80%

Option-B

Product Universal

Distributor SDs Retailers

New Connection (Prepaid/ Postpaid) 15% 15% 70%

CAF incentive 50% 20% 30%

Recharge / C-TOPUP 15% 15% 70%

Note: The above Commission/Discount/Margin structure shall be is subject to revision from time to time during the period of agreement(s).



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Annexure-M

Check-List for Submission of EOI

S. No. List of Documents Status of submission ( Y/N)

1 A Demand Draft (DD) in lieu of processing fee

@Rs.20000/- (along with applicable GST) from a

Nationalized / Scheduled Bank.

2 Certificate of incorporation/ registration.

3 Copy of Articles & Memorandum of Association or

Partnership deed or Proprietorship deed as the

case may be.

4 Details of the firm in case of proprietorship firm,

details of the proprietor, in case of partnership firm

details of partners and in case of company, a list of

Directors on the Board of the company with their

address(es), contact telephone numbers, email-ids,

DIN of each director, CIN of the company etc.

5 Board’s/ Management’s resolution in favour of

authorized signatory along with attestation of the

signature of the authorized signatory.

6 Documents, an experience certificate or running

agreement(s) establishing satisfactory experience

from the concerned agency to which the applicant

has been providing / is providing the said products

with minimum number of 500 required POS (Point

of Sale) in minimum 5 states of the India.

7 Latest audited/ certified financial statement and

annual report of the company/firm in support of the

eligibility criteria or a certificate from the statutory

auditors of the company to establish required

turnover of last financial year.

8 Attested copy of GST Registration number, if

applicable.

9 Attested copy of PAN/GIR Number

10 Latest Income Tax clearance certificate.

11 Attested copy of filled “Annexure- A to

Annexure-I

12 Attested copy of Annexure-M

13 Contact details i.e. Name, mail id, phone no.,

mobile no., fax no. of a responsible person for

liaising in this matter

14 Any other supporting documents as asked or called

for.

[Note: The documents submitted by the firm / company should be duly certified by authorised person(s) in case of firm(s) / person authorised by the Board of Directors of the Company, as the case may be.]


EOI_UD_2021.pdf - BSNL Tenders

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