| PURCHASER | SUPPLIER | |||
| TJN Ruwais JV | «po_supplier» | |||
| Guardian Tower | «supplier_address_nom» | |||
| Sheikh Sultan Bin Zayed First and Dhafeer Street | «supplier_address_lane» | |||
| P.O. Box. No. 7657 Abu Dhabi P.O. Box. No. 7657 | «supplier_address_zip» «supplier_city» | |||
| UAE | «supplier_country» VTA nb: | |||
| Issued by: | «buyer_name» | Attention: | «supplier_contact» | |
| Tel: | «buyer_phone» | Tel: | «supplier_contact_phone» | |
| Email: | «buyer_email» | Email: | «supplier_contact_email» |
| PROJECT | «acty_number» – “«acty_name»” |
| SUPPLY | «po_name» |
| PURCHASE ORDER Documents | |||
| This purchase will be carried out in accordance with the following documents (which are listed in order of precedence) | |||
| This PO FORM and its attachments | - | - | |
| Particular Terms and Conditions (PTCs): | 215112C-000-PTC-6002 | Rev. B | |
| General Terms and Conditions (GTCs): | 215122C-000-JSM-6013 | Rev. B | |
| Material Requisition (MR): | «TableStart:TableReq»«req_num» | Rev. «TableEnd:TableReq» | |
| VPM Requirement for Vendors: | 215122C-000-JSM-6004 | Rev. 1 | |
| Packing and Marking Instructions: | 215122C-000-JSM- 6006 | Rev. 1 | |
| Prescriptions for Preparation of Documentation Package for Transport Services: | 215122C-000-JSM-6007 | Rev. 1 | |
| Spare Parts, Specific Tools, Lubricant and Chemical/ Catalyst Lists Instructions to Vendor: | 215122C -000-JSM- 6012 | Rev. 1 | |
| Manufacturing Record Book Procedure: | 215122C-000-JSM-6005 | Rev. 0B |
| PURCHASE ORDER Price [Exc. VAT] | ||||||
| PURCHASE ORDER Currency | PURCHASE ORDER Value up to last Amendment | Current Amendment Value | New Total PURCHASE ORDER PRICE | |||
| «TableStart:TableTotal»«po_currency» | «po_previous_total_formatted» | «po_delta_total_formatted» | «po_current_total_formatted»«TableEnd:TableTotal» | |||
| Total value of PURCHASE ORDER in words: «TableStart:TableTotalWord» | «po_current_total_word»«TableEnd:TableTotalWord» |
| Delivery Terms | ||||||
| Delivery Date(s): | First: | «early_delivery_date_formatted» | Last: | «last_delivery_date_formatted» | ||
| Delivery Point(s): | Incoterm (I.C.C. 2020): | «TableStart:TableIncoPlacesTerms»«inco_code» | Named Place(s): | «inco_place»«TableEnd:TableIncoPlacesTerms» |
| Technip Energies France-Abu Dhabi Sudhiraj Kadam Head of Procurement TEN -France-Abu Dhabi | JGC Corporation Makoto Kawakita Project Director | NMDC Energy Alnasser KASSEM ALDASH VP – Supply Chain |
| SUPPLIER’s Acceptance of PURCHASE ORDER | |||
| The original copy of the first page of this PURCHASE ORDER must be signed by SUPPLIER’s duly authorized representative for acceptance without reservation and must be returned to PURCHASER within five (5) days from the date of issuance of this PURCHASE ORDER**.** | |||
| Accepted by SUPPLIER, on : | |||
| Signature and stamp : | |||
| SUPPLIER’s reference : |
CONTENTS
1.4 ACCEPTANCE OF PURCHASE ORDER 7
2.2 ADDITIONAL OBLIGATIONS / AdDitional service 8
3.2 PRICE FOR ADDITIONAL OBLIGATIONS/additional services 9
6 INVOICING AND SECURITIES SUBMISSION PROCEDURE 16
6.2 SECURITIES (BONDS AND PCG) SUBMISSION PROCEDURE 18
8.1 EFFECTIVE DATE OF PURCHASE ORDER 20
9.2 DEFECT CORRECTION PERIOD /WarrAnty 21
10 LIQUIDATED DAMAGES (LDs) 21
10.1 LIQUIDATED DAMAGES FOR LATE DELIVERY OF DOCUMENTaTION 22
10.2 LIQUIDATED DAMAGES FOR LATE DELIVERY OF SUPPLY 22
10.3 MAXIMUM AGGREGATE AMOUNT OF LIQUIDATED DAMAGES FOR DELAY 22
10.4 LIQUIDATED DAMAGES ON PERFORMANCE 22
10.5 LIQUIDATED DAMAGES FOR REMOVAL OF KEY PERSONNEL 23
11.1 MANUFACTURING AND INSPECTION LOCATION 23
11.3 Compliance to source from approved sub-suppliers for bough-out items: 24
12.1 SUPPLIER PROJECT MANAGER 24
12.3 Loose item Packing & management 25
12.4 HEAVY & OVERSIZED CARGOES 25
12.5 MATERIAL UNDER NITROGEN PRESSURE 25
12.6 KICK-OFF MEETING, PRE-INSPECTION MEETING AND OTHER MEETINGS 26
12.8 SAFETY AT SUPPLIER WORK SITES 26
12.9 ENVIRONMENTAL REQUIREMENTS AT SUPPLIER WORK SITES 26
12.10 SECURITY REQUIREMENTS AT SUPPLIER WORK SITES 26
12.11 EMERGENCY RESPONSE AND INCIDENT MANAGEMENT AT SUPPLIER WORK SITE 27
12.13 DECLARATION OF SUPPLIER 27
13 CORRESPONDENTS AND NOTICES 27
13.1 CORRESPONDENTS FOR PURCHASER 27
13.2 CORRESPONDENTS For SUPPLIER 28
This PURCHASE ORDER is made on the date stipulated on the front page,
BETWEEN:
Joint Venture of Technip Energies France-Abu Dhabi, JGC Corporation and NMDC Energy (NMDC) (TJN Ruwais JV), a company organized and existing under the laws inUAE, acting through its UAE branch having its registered office Guardian Tower Sheikh Sultan Bin Zayed First and Dhafeer Street P.O. Box. No. 7657 Abu Dhabi UAE (the “PURCHASER”),
AND:
[insert SUPPLIER corporate name], a company organized and existing under the laws of [insert State], with corporate registration number [insert Number], having its registered office at [insert Address], hereinafter referred to as (the “SUPPLIER”).
WHEREAS:
A - The EPC CONTRACTOR (an unincorporated joint venture formed by CONTRACTOR 1, CONTRACTOR 2, and CONTRACTOR 3) has been awarded by COMPANY the EPC CONTRACT for the execution of the RUWAIS LNG PROJECT (hereinafter referred to as the “PROJECT”) - (as these capitalized terms are defined pursuant to Article 1.3).
B – Technip Energies France-Abu Dhabi (CONTRACTOR 1) is the leader of the Joint Venture, JGC Corporation Abu Dhabi (CONTRACTOR 2) partner and NMDC Energy (NMDC) partner, TJN Ruwais JV representative of the EPC CONTRACTOR. Acting through the instrumentality of Joint Venture TJN Ruwais JV will award and manage all the purchase orders for the procurement of certain equipment, materials, goods and/or supplies, including the SUPPLY, as further described in Article 2 below.
C – The SUPPLIER is willing to provide the SUPPLY to the PURCHASER in consideration of the PURCHASE ORDER PRICE as described in Article 3 below.
D – This PURCHASE ORDER (including all contractual documents referred to herein) shall define and govern the obligations of the PARTIES in respect of the SUPPLY.
NOW THEREFORE, the PURCHASER and the SUPPLIER hereby agree as follows:
purchase order
CONTRACTUAL DOCUMENTS
The documents listed on the front page of this ORDER shall be deemed to form, and to be read and construed as part of this PURCHASE ORDER and shall govern one over the other in the order of priority shown therein as described in more detail in Article 3 of the GTCs.
SUPPLIER is deemed to have checked and ascertained that all documents listed in this ORDER are in his possession and are complete. The misplacement, addition or omission of a word or character shall not change the intent of any part of the PURCHASE ORDER from that set forth by the ORDER as a whole. SUPPLIER shall solely be responsible for requesting any interpretation or clarification in such respect and shall bear any costs and expenses arising from his failure to do so.
CONTRACTUAL LANGUAGE
The contractual language is English. All correspondence and documents related to this PURCHASE ORDER shall be issued in English.
DEFINITIONS & TERMS
In this PURCHASE ORDER, words and expressions shall have the same meanings as assigned to them in the General Terms and Conditions (“GTCs”) and in the Particular Terms and Conditions (“PTCs”). Defined terms are written in capital letters.
ACCEPTANCE OF PURCHASE ORDER
Conditions related to acceptance of the PURCHASE ORDER are specified in Article 4 of the GTCs.
DESCRIPTION OF THE WORK/
In conformity with the terms and conditions of this PURCHASE ORDER and the documents referred to in Article 1.1 hereinabove, SUPPLIER is committed to PURCHASER for the provision/supply of the following:
SUPPLY
It will include not necessarily limited in particular:
- The design, engineering, manufacture and supply of equipment in accordance with the Material Requisition referenced herein,
- The supply and delivery of all the documents listed in the Material Requisition including SUPPLIER final documentation, Vendor Data Book, Manufacturing Record Book, in compliance with the corresponding contractual procedure(s),
- Control and acceptance tests usually and contractually requested in the Material Requisition as well as those requested by the applicable codes and standards, including all necessarily utilities and consumables.
- Inspection to be executed as per the Inspection and Test Plan,
- The supply of spare parts for erection, pre-commissioning, commissioning and start-up as detailed in Attachment 1C,
- The priced list of recommended spare parts for two (2) years operation in compliance with the procedure 215122C -000-JSM- 6012 as per Attachment 4B,
- Special tools and devices necessary for erection and dismantling when applicable as per Attachment 1C,
- Necessary special materials/consumable (or equipment) for commissioning, start-up operation and execution of the control and performance tests when applicable,
- The capital/insurance spare parts when applicable as per Attachment 1C,
- Packaging prior to packing, to ensure safe preservation of SUPPLY during transportation, storage on SITE, erection and stand-by before operation,
- Consumables for storage, preservation,
- Packing and marking as per the marking instruction,
- The supply of all transport documentations, in accordance with “Prescriptions for preparation of documentation packages for transport services” document
- Non-objection letter from the SUPPLIER’s local agent in UAE as applicable.
- The necessary insurance policies, as specified in the GTCs & PTCs,
- SUPPLIER participation in meetings such as KOM, HAZOP, SIL review meetings or any other meetings in PURCHASER offices upon PURCHASER’S request.
- PO Close-out Report to be signed and issued by SUPPLIER in format to be provided later.
ADDITIONAL OBLIGATIONS / AdDitional service
Supervision
Upon PURCHASER’s request, SUPPLIER shall provide specialist qualified personnel for:
- Supervision/assistance during erection/installation and/or pre-commissioning and/or commissioning and start-up.
The corresponding conditions governing such supervision are specified in the document attachment 11 “PURCHASE ORDER for Site Services”.
These services shall be subject to a separate purchase order under conditions similar to those of this PURCHASE ORDER as per rates detailed in Attachment 4C.
Training
Upon PURCHASER’s request, SUPPLIER shall provide training to CLIENT’s personnel in SUPPLIER’s workshop(s) and/or on SITE / WORKSITE.
These services shall be subject to a separate purchase order under conditions similar to those of this PURCHASE ORDER as per rates detailed in Attachment 4D.
Spare Parts for Two (2) Years Operation and
SUPPLIER shall provide the final priced list on the SPIR form for the two (2) years spare parts in full compliance with the applicable procedure 215122C-00000-JSM-6012.
Permissible Tolerances
Not Applicable
OPTIONS
Main Equipment
Upon PURCHASER’s request, SUPPLIER shall provide the other options as detailed in Attachment 4A.
Or insert “Not applicable.”
Two (2) Years/Capital Spare Parts
Upon PURCHASER’s request, SUPPLIER shall provide the spare parts for two (2) years’ operation as detailed in Attachment 4B including the corresponding cross-sectional drawings, including preservation, packing and marking and delivery to a place designated by PURCHASER.
The two (2) years spare parts may either be subject to a separate purchase order under conditions similar to those of this PURCHASE ORDER or enshrined in an amendment to this PURCHASE ORDER.
Upon PURCHASER’s request, SUPPLIER commits to provide Two (2) year and Capital spare parts for the life of the equipment.
PURCHASE ORDER PRICE
PRICE OF SUPPLY
Thetotal lump sum price of SUPPLY (as defined in Article 2.1 of this ORDER), (the “PURCHASE ORDER PRICE”), in consideration of the full and complete performance of all obligations of SUPPLIER and compliance with all requirements hereunder (except OPTIONS) is as stated on the front page of this PURCHASE ORDER. The PURCHASE ORDER PRICE is further detailed in Attachment 1A Total Price Summary and Attachment 1B Detailed Price Breakdown & Delivery Schedule.
All price items are:
- Firm & fixed until end of this purchase order and neither subject to escalation nor to adjustment due to currency fluctuation, and any other variation whatsoever
- Exclusive of VAT or equivalent taxes in the country of origin of SUPPLIER and of SUBCONTRACTORS and SUB-SUPPLIERS,
- Inclusive of all other taxes, fees, duties, costs and expenses and the like payable or to be borne by SUPPLIER for the execution of the PURCHASE ORDER.
- Inclusive of any fees and/or charges for local agent(s), representative(s) and/or Sponsors in United Arab Emirates.
- SUPPLIER agrees to indemnify PURCHASER against any claim by SUPPLIER’s Agents and/or Sponsors in United Arab Emirates.
- All price in attachment 1-A & attachment 1-B shall be valid without any escalation for additional or deletion during the whole life of the PO
PRICE FOR ADDITIONAL OBLIGATIONS/additional services
Supervision
For the additional obligations mentioned in paragraph 2.2.1 hereinabove, the relevant rates given in Attachment 4C are applicable in accordance with the document Attachment 11” (equally applicable to SUB-SUPPLIERS).
All prices are:
- Valid up to December 31st, 2029.
- Firm and neither subject to escalation nor to adjustment due to currency fluctuation,
- Exclusive of VAT or equivalent taxes in the country of origin of the SUPPLIER,
- Inclusive of all other taxes, fees, duties, costs and expenses and the like payable by the SUPPLIER for the execution of a separate purchase order.
- Separate PO shall be issued to cover the approved time sheet. Associated conditions shall be as per PURCHASE ORDER FOR SITE SERVICES in accordance with the document Attachment 11.
Training
For the additional obligations mentioned in Article 2.2.2 hereinabove, the relevant rates given in Attachment 4D are applicable.
All prices are:
- Valid up to December 31st, 2029.
- Firm and neither subject to escalation nor to adjustment due to currency fluctuation,
- Exclusive of VAT or equivalent taxes in the country of origin of the SUPPLIER,
- Inclusive of all other taxes, fees, duties, costs and expenses and the like payable by the SUPPLIER for the execution of a separate purchase order.
PRICE FOR OPTIONS
Equipment
For the options mentioned in Article 2.3.1 hereinabove, the relevant prices given in Attachment 4A are applicable.
All prices are:
- Valid up to December 31st, 2029.
- Firm and neither subject to escalation nor to adjustment due to currency fluctuation,
- Exclusive of VAT or equivalent taxes in the country of origin of the SUPPLIER,
- Inclusive of all other taxes, fees, duties, costs and expenses and the like payable by the SUPPLIER for the execution of the PURCHASE ORDER.
Two (2) Years Spare Parts
For the options mentioned in Article 2.3.2 here-in above, the relevant prices given in Attachment 4B are applicable.
All prices are:
- Valid up to December 31st, 2029.
- Firm and neither subject to escalation nor to adjustment due to currency fluctuation,
- Exclusive of VAT or equivalent taxes in the country of origin of the SUPPLIER,
- Inclusive of all other taxes, fees, duties, costs and expenses and the like payable by the SUPPLIER for the execution of the PURCHASE ORDER.
PAYMENT TERMS
SUPPLY
Payment for SUPPLY will be made according to the following Payment Milestone schedule:
| Payment Milestone | Description | Value* |
|---|---|---|
| PM1 | 1. Corresponding correct invoice, with all supporting documents, 2. SUPPLIER’s acceptance of this PURCHASE ORDER (or amendment), without any reservation, duly signed by SUPPLIER, 3. The first monthly progress report in accordance with the PURCHASE ORDER along with the first actual and forecast workload table properly filled in, 4. A refund bond (10% of the total PO value) covering advance payment to be made by PURCHASER and valid until delivery of the SUPPLY. The refund bond must be issued by a first class international bank to be APPROVED by PURCHASER and in accordance with Article 16 of GTCs and the contractual specimen in Attachment 7B, 5. A performance bond covering 10% of the PURCHASE ORDER PRICE and valid until one month after the end of the DEFECT CORRECTION PERIOD as defined in this PURCHASE ORDER. The performance bond must be issued by an OECD first class international bank to be APPROVED by PURCHASER and in accordance with Article 16 of GTCs and the contractual specimen in Attachment 7A, 6. Insurance certificates or copies thereof with the necessary information, including the expiry date, nature and limit of insurance coverage evidencing all insurances to be provided by SUPPLIER as defined in the PTCs, 7. A signed Parent Company Guarantee in accordance with the contractual specimen in Attachment 7C, 8. The excel forecast list file of SUPPLIER’s documents and drawings in accordance with the template attached to applicable specification, The following key documents in accordance with MATERIAL REQUISITION duly returned by PURCHASER in Code 2 status: - List of documents to be defined. | 10% |
| PM2 | 1. Corresponding correct invoice, with all supporting documents, 2. Un-priced copy of SUPPLIER’S SUB-ORDERS(s) for the main raw materials and supplies (list to be defined), and related acknowledgement(s) (AR) of sub-order(s) placed by SUPPLIER, without any reservation, duly signed by SUB-SUPPLIER(s), 3. A refund bond (10% of the total PO value) covering advance payment to be made by PURCHASER and valid until delivery of the SUPPLY. The refund bond must be issued by a first class international bank to be APPROVED by PURCHASER and in accordance with Article 16 of GTCs and the contractual specimen in Attachment 7B, 4. The documents “TR 1001 – Shipping Documents for Transport Services ITB” as described in “PRESCRIPTIONS FOR PREPARATION OF DOCUMENTATION PACKAGES FOR TRANSPORT SERVICES” including in particular (but not limited to): 5. Preliminary packing list with HS code, on PURCHASER’s Template . 6. Preliminary transportation drawing for HLO, 7. Export License declaration -dual use.to be filled on PURCHASER’s Export Controls Certificate Template The following freezing data documents in accordance with MATERIAL REQUISITION and duly accepted by PURCHASER in code 1. 8. Process freezing data 9. Structural freezing data 10. Electrical freezing data 11. The following drawings and documents in accordance with the MATERIAL REQUISITION and duly accepted by PURCHASER in Code 2 status: 12. XXXX (to be defined) 13. XXXX (to be defined) 14. XXXX (to be defined) | 10% |
| PM3 | 1. Corresponding correct invoice, with all supporting documents, 2. The documents proving the receipt in SUPPLIER’s workshop of the main SUB-ORDERS allowing start of fabrication, The final and priced list of spare parts for two (2) years operation in full compliance with the document “INSTRUCTIONS TO VENDOR FOR SPARE PARTS RECOMMENDATION”, 1. A refund bond (10% of the total PO value) covering advance payment to be made by PURCHASER and valid until delivery of the SUPPLY. The refund bond must be issued by a first class international bank to be APPROVED by PURCHASER and in accordance with Article 16 of GTCs and the contractual specimen in Attachment 7B, 2. The documents “TR1002: Documentation Package for Transport Services Execution” as described in “PRESCRIPTIONS FOR PREPARATION OF DOCUMENTATION PACKAGES FOR TRANSPORT SERVICES(DPTS) art. 4. CONTENT OF SET OF SHIPPING DOCUMENTS and to be submitted in SMAT E-traffic web portal 3. The following freezing data documents in accordance with MATERIAL REQUISITION and duly accepted by PURCHASER in code 3 status: 4. Piping freezing data, 5. Instrumentation Hardware freezing data, 6. Instrumentation Software freezing data. | 10% |
| PM4 | 1. Corresponding correct invoice, with all supporting documents, 2. A refund bond (20% of the total PO value) covering advance payment to be made by PURCHASER and valid until delivery of the SUPPLY. The refund bond must be issued by a first class international bank to be APPROVED by PURCHASER and in accordance with Article 16 of GTCs and the contractual specimen in Attachment 7B, 3. The successful completion of run-tests and Final Acceptance Tests (FAT) for items as follows: - Items to be specified as appropriate. | 20% |
| PM5 | 1. Corresponding correct invoice, with all supporting documents, 2. The delivery of the SUPPLY in accordance with the terms and conditions of the PURCHASE ORDER, 3. Issuance of Inspection Release Certificate without any reserves duly signed by SUPPLIER, PURCHASER & THIRD PARTY if needed. 4. The documents “TR1003: Documentation Package for Transport Services Execution” as described in “PRESCRIPTIONS FOR PREPARATION OF DOCUMENTATION PACKAGES FOR TRANSPORT SERVICES”, (DPTS) art. 4. CONTENT OF SET OF SHIPPING DOCUMENTS and to be submitted in SMAT E-traffic web portal 5. Preservation Procedure (if applicable). | 35% |
| PM6 | 1. Corresponding correct invoice, with all supporting documents, 2. The delivery of all approved final Drawings and documents, in accordance with the MATERIAL REQUISITION, as contractually agreed in the PURCHASE ORDER, and duly accepted by PURCHASER in code 3 status, including VENDOR DATA BOOK. 3. Information Management: finalized set of applicable templates and Equipment Data Base, Correlation List of Documents to Tags, and Recommended Spare Parts Lists specified in SPECIFICATION FOR VENDOR DATA SUBMISSION (XXXXXXXXXXXX) HOLD, 4. The delivery of the Manufacturing Record Book dossier in accordance with the MATERIAL REQUISITION, as contractually agreed in the PURCHASE ORDER, and duly accepted by PURCHASER in code 3 status. | 10% |
| PM7 | 1. Corresponding correct invoice, with all supporting documents, 2. The compliance of the SUPPLY with the performance guarantees as contractually agreed in the PURCHASE ORDER, 3. Punch Close and Non Conformity Report of SUPPLIER obligation and duly accepted by PURCHASER 4. Copy of ACCEPTANCE CERTIFICATE of the PLANT, 5. Release of the Lien & Claim Letter. | 5% |
*Value is expressed as a percentage of total PURCHASE ORDER PRICE.
Remarks:
- No installment shall be paid before the preceding one,
- Should SUPPLIER fail to provide a Performance Bond in strict compliance with the format attached hereto under Attachment 7A or should the Performance Bond be unenforceable at any time and for any reason, PURCHASER shall have the right to deduct an amount corresponding to the amount of the Performance Bond from the related installment payments,
- All the costs borne by PURCHASER as a result of SUPPLIER’s default, and liquidated damages, if any, will be fully deducted from the relevant installments.
ADDITIONAL OBLIGATIONS
Supervision
- 100% of the monthly amount upon receipt of the following documents:
- Corresponding correct invoice(s),
- The acknowledgment of receipt (AR) of the corresponding service order without any reservation and duly accepted by SUPPLIER,
- Copy of the document requesting the SUPPLIER Supervisor mobilization,
- Time sheets of the corresponding month duly approved and signed by PURCHASER Site representative.
Training
- 100% of the specific service order (or amendment to this PURCHASE ORDER) amount upon receipt of the following documents:
- Corresponding correct invoice(s),
- The acknowledgment of receipt (AR) of the corresponding service order (or amendment to this PURCHASE ORDER) without any reservation and duly accepted by SUPPLIER,
- Copy of the document requesting the SUPPLIER Trainer(s) mobilization,
- Completed course certificates duly signed by PURCHASER Site Representative.
Other Services
- 100% of the service order (or amendment to this PURCHASE ORDER) amount upon receipt of the following documents:
- Corresponding correct invoice(s),
- The acknowledgment of receipt (AR) of the corresponding service order (or Amendment to this PURCHASE ORDER) without any reservation and duly accepted by SUPPLIER,
- Copy of the document requesting the SUPPLIER mobilization,
- Back-up documents (flight tickets, original bills and receipts) supporting the claims for living expenses, if any supported by PURCHASER.
OPTIONS
Equipment
Identical to main SUPPLY if delivered together
To be specified. If not, insert: “Not applicable.”
Two (2) Years Spare Parts
- 100% of the specific purchase order (or amendment to this PURCHASE ORDER, as the case may be) amount upon receipt of the following documents:
- Corresponding correct invoice(s),
- The acknowledgment of receipt (AR) of the corresponding purchase order (or amendment to the PURCHASE ORDER) without any reservation and duly accepted by SUPPLIER,
- The delivery of the spare parts and consumables in accordance with terms and conditions of the corresponding purchase order (or amendment to this PURCHASE ORDER),
- The final and priced list of spare parts for two (2) years operation in full compliance with the corresponding applicable procedure, and dully accepted by PURCHASER.
CONSIDERATION
Subject to the provisions of Article 3 above and this Article 4, the PURCHASER shall pay to the SUPPLIER the PURCHASE ORDER PRICE in consideration of the provision of the SUPPLY and the full and complete performance of all other obligations in compliance with all requirements of this PURCHASE ORDER. The SUPPLIER shall be deemed to have included in the PURCHASE ORDER PRICE all costs and other items necessary to complete the WORK and deliver the SUPPLY, even if they are not specifically described in the contractual documents of this PURCHASE ORDER.
The PURCHASER shall be entitled to offset from any payment to be made to the SUPPLIER any amounts due by the SUPPLIER pursuant this PURCHASE ORDER.
4.4.3 The PURCHASER shall also be entitled to retain and/or withhold from any payment to be made to the SUPPLIER any amounts, even if they are not agreed by the SUPPLIER, that are reasonably considered as due by the PURCHASER. Such amounts may include, where appropriate, any CLAIM that the PURCHASER may have for loss, expense or damage which the PURCHASER has incurred or reasonably anticipates that it is likely to incur as a result of a breach or the terms of this PURCHASE ORDER by the SUPPLIER. Upon agreement of the amount due from the SUPPLIER to the PURCHASER, the PURCHASER shall immediately make settlement of the difference between the amount withheld by the PURCHASER and the agreed amount. The SUPPLIER shall have no right to claim any delay interest on the amount so settled and paid by the PURCHASER pursuant to this Article 4.4.3.
4.4.4 Payment shall not be construed as acceptance of any WORK. All prices are subject to audit under the provisions of this PURCHASE ORDER and no payment by the PURCHASER shall limit the PURCHASER’s right to later dispute any of the amounts invoiced by the SUPPLIER. The PURCHASER reserves the right to withhold or delay payment, in the event of the SUPPLIER’s non-compliance with, or unsatisfactory performance under this PURCHASE ORDER.
METHOD OF PAYMENT
Payment due to SUPPLIER will be made by bank transfer Sixty (60) days from the date of issuance of the corresponding invoice and completion of all associated contractual obligations as per the terms.
INVOICING AND SECURITIES SUBMISSION PROCEDURE
In order to process invoices efficiently, avoid non-compliant invoices and to allow a prompt payment according to the contractual terms and conditions, the following key steps need to be strictly observed:
INVOICES SUBMISSION
a**) STEP1 ⇒ “Draft” invoice submission**
SUPPLIER is requested, whenever it deems itself entitled to invoice according to the Payment Milestones of the present PURCHASE ORDER, to issue a “Payment Milestone (PM) Request” by email including the following documents and taking into consideration the following rules:
- E-mail subject: “Jeevan chrono n° - name of SUPPLIER - Payment Milestone N° & %” – Draft invoice (e-mail subject: XXXXXX_–SUPPLIER Name- PM1 10% - Draft invoice).
- Only one draft invoice, without any issue date, shall be sent for each e-mail for pre-validation purposes. The draft invoice can be in “.pdf”, ‘.xls’, ‘.doc’ format and named “DRAFT INV-Invoice number”
- All Invoice supporting documents as specified in the respective Payment Milestone such as*: Acknowledgment of the PURCHASE ORDER, Performance Bond, Refund Bond, Preliminary Packing List, Monthly Progress Report, Insurance Certificate, List of key drawings with their approval status, Unpriced vendor suborders, Documentation Package for Transport Services Execution TR1001 / TR1002 / TR1003 etc.* . These documents must be transmitted (in pdf) in the same e-mail in a separate file named “ATT-DRAFT INV-Invoice number”.
- This “Payment Milestone (PM) Request” must be sent to the following e-mail address:
ruwaislngepcmilestonerequest@ten.com
In addition to the appropriate legal information, all invoices must contain the following compulsory information:
- Project Name: Ruwais LNG Project
- Project reference: XXXXXXXX
- JEEVAN Chrono Number: XXXXXX (to be filled in by PURCHASER)
- Purchase Order Number: XXXXXXX-XXXXX-MR-XXXX-XXXXX-XXXXXX (to be filled in by PURCHASER)
- Purchase Order Amendment Number corresponding to the invoice
- SUPPLIER’s Jeevan Reference Number: XXX (Vendor ID N° to be filled in by PURCHASER)
- Total amount of the PURCHASE ORDER
- Relevant Payment Milestone Number and its value in %
- If & when authorized, for any invoice made on “pro rata” basis, SUPPLIER shall indicate:
- the total amount of the PM Milestone
- the total amount of the PM Milestone already invoiced & paid
- the remaining amount of the PM Milestone to be invoiced
- Bank identification form (or equivalent) shall be attached to each invoice
- SUPPLIER Intra community VAT number (for vendor registered in one of EU countries)
In addition to the above-mentioned compulsory items, SUPPLIER shall state the following information for all invoices related to the deliveries Payment Milestone:
- Item Tag n° or Ident Code as shown on PURCHASE ORDER PRICE breakdown of the SUPPLY,
- Pos/Sub pos,
- Description, quantity, unit price, total price,
- Number of Shipping Release Note (SRN).
PURCHASER will validate or comment the draft invoice by return email to the SUPPLIER within fifteen (15) days from receipt of the “Payment Milestone (PM) Request” email.
PURCHASER’s validation or comments will not relieve SUPPLIER from its obligation to submit its formal invoice in strict compliance with the requirements of the PURCHASE ORDER and current invoicing instructions.
In case PURCHASER fails to validate or comment on the “Draft” invoice and/or “Formal” invoice within the afore mentioned fifteen (15) days, SUPPLIER is entitled to submit the “Formal” invoice without PURCHASER’s green light.
However, any invoice received which is not in compliance with the requirements of the PURCHASE ORDER and current invoicing instructions will be rejected and/or, if registered, will be offset by a Credit Note in case relevant milestone is not achieved.
b) STEP 2 ⇒ “Formal” invoice submission
Once SUPPLIER’s “Payment Milestone (PM) Request” (Draft Invoice) has been accepted in whole by PURCHASER, then SUPPLIER is entitled to issue the Final Invoice by email, taking into consideration the following rules:
- E-mail subject: “Jeevan chrono n° - name of SUPPLIER - Payment Milestone N° & % - Formal invoice”. (E-mail subject: XXXXXX_–SUPPLIER Name- PM1 10%- Formal invoice).
- Transmit only one invoice for each e-mail; the invoice must be in “.pdf” format and named “INV-Invoice number -Formal Invoice”
This invoice must be sent to the following e-mail address:
ruwaislngepcmilestonerequest@ten.com - apinvoicetjnruwais@ten.com
c) Nonconformity with instructions and PURCHASER other rights
- Invoices submitted electronically after more than 15 days from the invoice issue date to be indicated on the invoice will be rejected,
- Any deviation from the above by SUPPLIER will invalidate the invoice and no claim from SUPPLIER for delayed payment shall be considered,
- SUPPLIER shall ensure that the last invoice is final and covers all amounts payable to SUPPLIER,
- PURCHASER reserves the right to reject the payment of any invoice received in excess of the latest PURCHASE ORDER Amendment amount,
- PURCHASER reserves the right to fully deduct possible liquidated damages and/or back-charges and/or all costs borne by PURCHASER from the invoices,
- Pro forma invoices will not be accepted.
SECURITIES (BONDS AND PCG) SUBMISSION PROCEDURE
All bonds to be provided by SUPPLIER shall be issued by a PURCHASER’s approved UAE bank rated “A” or above by Standard and Poor’s or equivalent (hereinafter referred to as the “Bank”).
Should the Bank be downgraded below “A-” rating, SUPPLIER shall immediately replace the said bond with a bond issued by a new Bank meeting the above required rating.
The receipt by PURCHASER of the below required bond(s) shall be a condition precedent for PURCHASER’s payment hereunder.
Should such bond(s) not be acceptable to PURCHASER and/or prove not to be enforceable at any time and for any reason, then PURCHASER shall be entitled to withhold any and all payments to SUPPLIER. PURCHASER shall release the amounts so withheld to SUPPLIER within 60 days from receipt of satisfactory new bond(s).
Should SUPPLIER fail to provide the below required bond(s) in strict compliance with the Attachments hereto withinfourteen 14 DAYS from the EFFECTIVE DATE, PURCHASER shall have the right, at any time, without prior notification, and without any liability whatsoever to terminate this PO for SUPPLIER’s default as per the conditions of Article 13 of the General Terms and Conditions of PO.
- Performance Bonds
SUPPLIER shall provide to PURCHASER within fourteen (14) DAYS from the EFFECTIVE DATE, an unconditional and irrevocable Performance Bond in strict compliance with the text given in Attachment 7A hereto in the amount of ten percent (10%) of the PURCHSE ORDER PRICE.
The Performance Bond shall be valid up to the date of the final expiry of the WARRANTY PERIOD.
If and when the PURCHASE ORDER PRICE and/or the PURCHASE ORDER SCHEDULE is(are) modified, SUPPLIER shall have the Performance Bond to be amended automatically accordingly so that the Performance Bond covers the duration of the PURCHASE ORDER (inclusive of the Warranty Period) and/or to represent 10% of the PURCHASE ORDER PRICE at any time. Such amendment shall be at SUPPLIER’s expenses regales who is the responsible for the change.
Should the Performance Bond expire before the final expiry of the WARRANTY PERIOD under the PURCHASE ORDER, SUPPLIER shall automatically cause its bank to provide to PURCHASER no later than sixty (60) days prior to the expiration of the existing Performance Bond with a new Performance Bond covering the date of FINAL ACCEPTANCE under the PURCHASE ORDER, in the same format and for the same amount as the previous Performance Bond; failing which PURCHASER shall be entitled to:
- withhold any and all payments to SUPPLIER, and shall release the amounts so withheld to SUPPLIER promptly upon receipt of satisfactory new Performance Bond, or upon the date of final expiry of the WARRANTY PERIOD, whichever occurs first; or
- PURCHASER shall have the right, without prior notification and without any liability whatsoever to call upon any bonds issued under the PURCHASE ORDER.
The receipt of the Performance Bond in accordance with this article is a condition precedent to PURCHASER’s payment under the PURCHASE ORDER.
- Refund Bonds
SUPPLIER shall provide to PURCHASER within twenty-one (21) DAYS from the EFFECTIVE DATE, an unconditional and irrevocable Advance Payment Bond in strict compliance with the text given in Attachment 7B hereto in the amount of [10%] of the PURCHASE ORDER PRICE in favour of PURCHASER.
The Refund Bond shall be valid up to the date of the last invoice paid under the PURCHASE ORDER.
Should the Refund Bond expire before the date of last invoice paid under the PURCHASE ORDER, SUPPLIER shall automatically cause its bank to provide PURCHASER no later than sixty (60) days prior to the expiration of the existing Refund Bond with a new Refund Bond covering the date of last invoice paid under the PURCHASE ORDER, in the same format and for the same amount as the previous Refund Bond; failing which PURCHASER shall be entitled to:
- withhold any and all payments to SUPPLIER, and shall release the amounts so withheld to SUPPLIER promptly upon receipt of satisfactory new Refund Bond, or upon the date of last invoice paid, whichever occurs first; or
- PURCHASER shall have the right, without prior notification and without any liability whatsoever to call upon any bonds issued under the PURCHASE ORDER.
- Parent Company Guarantee
SUPPLIER shall provide an Ultimate Parent Company Guarantee in full compliance with the text given in Attachment 7C issued by a PURCHASER’s approved ultimate parent company.
The Ultimate Parent Company Guarantee shall be valid up to the date of FINAL ACCEPTANCE.
The receipt of the Parent Company Guarantee in accordance with this article is a condition precedent to PURCHASER’s payment under the PURCHASE ORDER.
Should such Ultimate Parent Company Guarantee prove not to be enforceable at any time and for any reason, or should the Ultimate Parent Company Guarantee expire before the date of final expiry of the WARRANTY PERIOD under the PURCHASE ORDER, SUPPLIER shall automatically cause its ultimate parent company to provide to PURCHASER no later than sixty (60) days prior to the expiration of the existing Ultimate Parent Company Guarantee with a new Ultimate Parent Company Guarantee covering the date of final expiry of the WARRANTY PERIOD under the PURCHASE ORDER, in the same format and for the same amount as the previous Ultimate Parent Company Guarantee; failing which PURCHASER shall be entitled to:
- withhold any and all payments to SUPPLIER, and shall release the amounts so withheld to SUPPLIER promptly upon receipt of satisfactory new Ultimate Parent Company Guarantee, or upon the date of final expiry of the WARRANTY PERIOD, whichever occurs first; or
- PURCHASER shall have the right, without prior notification and without any liability whatsoever to call upon any bonds issued under the PURCHASE ORDERO.
The receipt of the Parent Company Guarantee in accordance with this article is a condition precedent to CONTRACTOR’s payment under the PO.
SUPPLIER shall first send by e-mail the drafts of applicable Securities (such as: Performance Bonds, Refund Bonds and/or Parent Company Guarantee (PCG), as applicable) to PURCHASER’s Buyer in order for PURCHASER to confirm that these drafts are compliant with specimen of Performance Bond, Refund Bond and PCG described respectively in Attachments 7A, 7B and 7C.
After validation of such drafts by PURCHASER, SUPPLIER shall have the originals of these Securities issued and sent by mail to:
TJN Ruwais JV
Guardian Tower,
Sheikh Sultan Bin Zayed First and Dhafeer Street,
P.O. Box. No. 7657,
Abu Dhabi, UAE
Attention : Ashraf Kotb JV Finance Manager
BANK ACCOUNT
SUPPLIER Bank Account Details are as follows:
- Name of Bank:
- Branch Name:
- SWIFT Code:
- Account Number:
- IBAN Code:
- Address:
Any change to the aforementioned SUPPLIER Bank Account Details shall be made by a written amendment to the PURCHASE ORDER
DELIVERY TERMS
EFFECTIVE DATE OF PURCHASE ORDER
Commencement date of the delivery schedule and EFFECTIVE DATE of this PURCHASE ORDER is <dd.mm.yyyy>.
Following delivery must be duly packed,lashed, loaded and secure on any means of conveyance (trailers, containers etc) provided by the PURCHASER’s freight forwarder, terms based on Incoterms 2020 INCOTERMS® ICC shall apply (depending on SUPPLIER’S country of delivery):
- For Europe : FCA SUPPLIER’s Premises, City name, post code
- For USA, China, India, Korea : FOB or FAS Port name location ( International Port of loading)
- For UAE: DDP on site Free On Truck XXXX, UAE
- Other Countries: FCA SUPPLIER’S City name, post code
DELIVERY DATES
Documents
SUPPLIER shall submit within three (3) months after the EFFECTIVE DATE of this PURCHASE ORDER and no later than <dd.mm.yyyy>, the “Attestation of Origin” indicating split by countries of origin for the SUPPLY or any part thereof, and/or services, and indicating as well the corresponding ratios.
SUPPLIER shall prepare and submit to PURCHASER monthly progress reports. Such report formatting and contents shall be as specified by PURCHASER in consideration of the nature of the SUPPLY. The specific contents of the progress reports will be defined by PURCHASER’s Vendor Performance Coordinator during the kick-off meeting (see preliminary contents in Attachment 5).
SUPPLIER agrees to deliver documents meeting quality and quantity requirements to PURCHASER on the dates defined in the PURCHASE ORDER FORM and MATERIAL REQUISITION.
SUPPLIER agrees to deliver all final technical documents as defined in the PURCHASE ORDER FORM and MATERIAL REQUISITION with the last delivery of the equipment/material and not later than two (2) weeks after final inspection of equipment/materials. These documents shall be delivered to PURCHASER’s head office for formal agreement.
Equipment
SUPPLIER agrees to deliver the equipment
- no later than the date(s) given in Attachment 1B –Detailed Price Breakdown & Delivery Schedule.
- as per Incoterms specified in Attachment 1B –Detailed Price Breakdown & Delivery Schedule.
The delivery date(s) shall be considered as the last occurring of the following dates:
- Date of release of equipment by PURCHASER after final inspection,
- Date of receipt by PURCHASER of all shipping and customs clearance documents,
- Date on which equipment preservation has been completed,
- Date on which packing and marking has been completed,
- Date of RELEASE for Shipment issued by PURCHASER,
- Date of delivery of materials/equipment in accordance with the PURCHASE ORDER Incoterms,
- Date of receipt of all the final technical documentation as per the MATERIAL REQUISITION in PURCHASER’s head office, and of formal acceptance by PURCHASER.
-
GUARANTEES
PERFORMANCE GUARANTEES
With reference to Article 13.1 of the GTCs, SUPPLIER guarantees that SUPPLY will meet the contractual performance requirements set out in the MATERIAL REQUISITION.
DEFECT CORRECTION PERIOD /WarrAnty
With reference to Article 13.2 of the GTCs, the DEFECT CORRECTION PERIOD for the SUPPLY will be:
- For TRAIN 1 - Eighteen (18) months after PROVISIONAL ACCEPTANCE CERTIFICATE (PAC) but not later than end of October 2031.
- For TRAIN 2 - Eighteen (18) months after PROVISIONAL ACCEPTANCE for Train 1 or Twelve (12) months after PROVISIONAL ACCEPTANCE for Train 2, whichever occurs last but not later than end of October 2031.
LIQUIDATED DAMAGES (LDs)
With reference to Article 14 of the PTCs, in the event that SUPPLIER fails to meet its obligations with respect to delivery dates as defined in Article 7.2 (Delivery Dates) hereinabove, (as the same may be subsequently adjusted by CHANGE ORDERS or amendments) liquidated damages for delay (“Delay LDs”) may be applied by PURCHASER.
Liquidated Damages will be calculated on the total amount of the PURCHASE ORDER PRICE at the relevant time, including the impact of any CHANGE ORDERS and formal amendment(s) thereof as follows: (each started week of delay being considered as a full week for the calculation of Delay LDs).
LIQUIDATED DAMAGES FOR LATE DELIVERY OF DOCUMENTaTION
Delay LDs shall be applicable to late delivery (first submission date in Code 2 as per agreed SUPPLIER Document List) of below listed documents as follows:
- 0.5% per week of delay for the first two weeks,
- 1% per week of delay for the following weeks,
- Themaximum aggregate amount of these Delay LDs is 5% of the total amount of the PURCHASE ORDER PRICE.
The concerned documents and drawings subject to Delay LDs are listed below (or indicated with an asterisk* in the SR part II of the MATERIAL REQUISITION).
| Document Code | Designation |
| A2001 | General Arrangement Drawing (foundations loads are included in GAD) |
| A0103 | Piping and Instruments Diagram |
| …. | |
| TR1001 | Documentation Package for Transport Services ITB: |
| To be listed as appropriate as per SR part II | |
| TR1003 | Documentation Package for Transport Services Execution |
LIQUIDATED DAMAGES FOR LATE DELIVERY OF SUPPLY
Delay LDs for late delivery of the SUPPLY will be calculated as follows:
- 1% per week of delay for the first two weeks,
- 2% per week of delay for the following weeks,
- Themaximum aggregate amount of these Delay LDsis 10% of the total amount of the PURCHASE ORDER PRICE.
MAXIMUM AGGREGATE AMOUNT OF LIQUIDATED DAMAGES FOR DELAY
The aggregate amount of Delay LDs will be limited to 15 % of the total amount of the PURCHASE ORDER PRICE (as the same may be adjusted by CHANGE ORDERS or amendments).
LIQUIDATED DAMAGES ON PERFORMANCE
Unless otherwise stated and duly agreed in writing by PURCHASER Article 14 of the GTCs shall apply with regard to PERFORMANCE LDs.
<If MAKE GOOD clause does not apply, PURCHASER / PPM to insert performance liquidated damages clause including limit if any>.
LIQUIDATED DAMAGES FOR REMOVAL OF KEY PERSONNEL
SUPPLIER Project Manager shall follow the requirements of section 12.1 herein. In the event that SUPPLIER shall substitute Project Manager without the prior written approval of PURCHASER.PURCHASER shall have the right to apply: liquidated damages for withdrawal of the following key personnel for an amount of
a. liquidated damages for withdrawal of the following key personnel for an amount of 100 000 EUR:
- Project Manager
- Engineering manager
- Process Lead Coordinator
- Package Leader\
- Quality manager (QA/QC)
- liquidated damages for withdrawal of the following key personnel for an amount of 50 000 EUR:
- Process Lead Engineer
- Package Manager
ORIGIN OF SUPPLY
MANUFACTURING AND INSPECTION LOCATION
In accordance with Article 8.2 of GTCs, except for the list of approved SUB-SUPPLIERS listed in the PURCHASE ORDER, SUPPLIER shall not place any sub-order without prior written acceptance from PURCHASER.
Main SUB-SUPPLIERS list: Refer to Attachment 8
Manufacturing Location(s):
Intermediate Inspection Location(s) (if any):
Final Inspection Location(s):
Delivery place(s): <shall be in accordance with § 7.1 >
It is clearly understood that the aforementioned locations of manufacture and delivery of the SUPPLY are firm and not subject to any further modifications without PURCHASER’s APPROVAL.
If SUPPLIER makes any change of such manufacturing location(s), PURCHASER shall have the right to suspend or terminate the PURCHASE ORDER for default of SUPPLIER and without any indemnity to SUPPLIER.
COUNTRY OF ORIGIN
SUPPLIER at time of the PURCHASE ORDER confirms that the origin of its SUPPLY is split as follows <shall be in accordance with Attachment 8 – List of Main Sub-SUPPLIER >:
| Equipment / Material | |||
| Country of origin | |||
| % Split of Total |
The origin of the SUPPLY is an essential to the PROJECT and a condition of the PURCHASE ORDER.
SUPPLIER acknowledges and agrees that the financing of the SUPPLY is based on the commitments made by the SUPPLIER relating to the country of origin, the price, the sub-suppliers and the content of the equipment, materials or services incorporated in the PURCHASE ORDER
Certificate(s) of origin duly stamped by Chamber of Commerce, or another competent authority shall be provided by SUPPLIER to PURCHASER.
Compliance to source from approved sub-suppliers for boughT-out items:
It is SUPPLIER’s responsibility to ensure that all bought-out items, raw materials and standard parts required for the execution of this Purchase Order, are only from COMPANY’s approved vendor list (name and location) without any deviation.
If any critical item is not listed in COMPANY approved vendor list and if the same is identified by PURCHASER, then sourcing for such item is subject to prior approval of COMPANY and PURCHASER. Such approval will not be withheld unreasonably. However, PURCHASER reserves the right to reject such source if the same is not found qualified as per the established vendor evaluation and rating method applicable for COMPANY / PURCHASER without any schedule or cost impact to the PURCHASER and SUPPLIER has to provide from alternative source approved by COMPANY.
PARTICULAR POINTS
SUPPLIER PROJECT MANAGER
SUPPLIER Project Manager shall be permanent senior staff of SUPPLIER and shall be fully qualified and experienced in the field and position for which he is intended.
SUPPLIER shall submit the name and resume of the KEY PERSONNEL (listed in article 10.5) which will be subject to interview and approval and unless otherwise instructed by PURCHASER, shall not change such person except for the following:
- Serious illness or injury or death,
- Definitive resignation.
CONTAINER SHIPMENTS
SUPPLIER is not authorized to use containers as its export packing without prior APPROVAL from PURCHASER.
For shipments loaded in Full Container Load (FCL), SUPPLIER shall pay Terminal Handling Charges (THC) except when included in sea freight. (Article to be added in case of FOB delivery)
For LCL shipments not shipped on a break-bulk/conventional vessel, small packages, not intended to be stuffed in a full container load, may be required to be delivered at PURCHASER’s request to a loading port for incorporation into a consolidated full container provided by PURCHASER’s freight forwarder. Stuffing and THC shall be charged to SUPPLIER by the freight forwarder on a pro-rata basis.
Loose item Packing & management
SUPPLIER shall provide an Exhaustive Tag and equipment register (including cables) highlighting loose items (with drawing reference) and shall be reflected in the Packing Note. SUPPLIER shall provide a clear identification of all loose items on drawing. Detailed re-assembly procedure explaining in detail each loose item assembly with clear identification on drawing.
The start-up spare parts, pre-commissioning spares parts, lubricants and special tools, shall be packed separately in dedicated boxes and clearly identified.
The same shall apply in case of purchasing of commissioning spare parts, operating spare parts, or capital spare parts)
A specific pro-forma invoice shall be issued for non-permanent equipment (such as spreader bar…), and this non-Permanent equipment shall be packed separately in dedicated boxes and clearly identified.
HEAVY & OVERSIZED CARGOES
Transport drawings
The Preliminary transport drawing has to be submitted by SUPPLIER for transport ITB within TR1001 schedule Final Transport drawing to be submitted within TR1002 schedule.
The transport drawing shall mention all necessary information such as but not limited to:
- Overall size in length, width, height in centimeters
- Gross weight of the package (including packing → case, crate, saddles as the case may be)
- Centre of gravity position
- Lifting points
- Lashing points
Specificities of the package (i.e. fragile parts and/or material under nitrogen pressure) must also be given.
Load distribution under the saddles
Due to technical constraints on road and ocean vessels the saddles have to be designed in such a way that load distribution under each one will not exceed 12T/m².
In the cases where it is not possible to reach the above mentioned value of 12T/m², SUPPLIER shall provide, at its own costs, the saddles, in size and number, requested by the freight forwarder and/or shipping/trucking company(ies).
MATERIAL UNDER NITROGEN PRESSURE
SUPPLIER shall provide all necessary documentation such as but not limited to, hazardous cargo certificate, safety data sheet, etc.
When Nitrogen preservation is required by PURCHASER and completed by SUPPLIER, SUPPLIER shall provide a certificate confirming that Nitrogen preservation was completed. Related marking, in required language(s), shall be completed on the SUPPLY or any part thereof.
KICK-OFF MEETING, PRE-INSPECTION MEETING AND OTHER MEETINGS
A Kick-off Meeting shall be held at PURCHASER’s relevant Operating Center Office, to be confirmed by PURCHASER, with the attendance of SUPPLIER representatives and CLIENT’s representatives, when applicable, within one month from the PURCHASE ORDER effective date.
A Pre-inspection Meeting shall be held at SUPPLIER’s premises with the attendance of PURCHASER’s representatives and CLIENT’s representatives when applicable. SUPPLIER shall submit all the necessary documentation to be used / reviewed at Pre-Inspection Meeting as a minimum four (4) weeks prior to Pre-Inspection Meeting.
Other meetings as described in PURCHASE ORDER and the MATERIAL REQUISITION shall also be attended by SUPPLIER without any extra cost.
SHES REQUIREMENT
SUPPLIER shall maintain safety, health, environmental compliance and security at SUPPLIER WORK SITES.
SUPPLIER, its SUB-SUPPLIERS and subcontractors shall have the relevant management systems and certificates defined in the following articles. Such Management Systems shall be fully auditable by PURCHASER and as a minimum conform to the PURCHASE ORDER requirements.
SAFETY AT SUPPLIER WORK SITES
SUPPLIER, its SUB-SUPPLIERS and subcontractors shall have a health and safety management systems based on ISO 45001:2018 standard as a means of ensuring that SUPPLY conforms to specified requirements.
SUPPLIER shall provide a safety orientation to PURCHASER’s and/or the CLIENT’s representative(s) upon arrival at SUPPLIER work site and provide appropriate personnel protection equipment (hard hats, eye protection, hearing protection, etc.) as may be required during visits to manufacturing facilities.
When PURCHASER’s or the CLIENT’s representative determines that any SUPPLIER work site is unsafe, either PURCHASER’s or the CLIENT’s representative will immediately require part of the work affected to be suspended until the unsafe condition is corrected.
SUPPLIER shall also advise PURCHASER’s and/or the CLIENT’s representative(s) of available emergency health services upon arrival at a SUPPLIER WORK SITE.
ENVIRONMENTAL REQUIREMENTS AT SUPPLIER WORK SITES
SUPPLIER, its SUB-SUPPLIERS and subcontractors shall have an environmental system based on ISO 14001:2015 standard as a means of ensuring that SUPPLY conforms to specified requirements. SUPPLIER shall provide appropriate actions as may be required to ensure environmental compliance during any special Project requirements such as on SITE performance testing.
SECURITY REQUIREMENTS AT SUPPLIER WORK SITES
SUPPLIER shall provide a security orientation to PURCHASER and/or the CLIENT’s representative(s) upon arrival at SUPPLIER work site.
SUPPLIER shall secure access to any sensitive information of proprietary work.
When PURCHASER or the CLIENT’s representative determines that any SUPPLIER or SUB-SUPPLIERS’ work site is not secure, either PURCHASER or the CLIENT’s representative will immediately require part of the work affected to be suspended until the unsecure condition is corrected.
SUPPLIER shall implement appropriate actions to maintain security of Materials in transit from SUPPLIERS’ and SUB-SUPPLIERS’ shops to delivery location(s) defined in this PURCHASE ORDER.
EMERGENCY RESPONSE AND INCIDENT MANAGEMENT AT SUPPLIER WORK SITE
SUPPLIER shall advise PURCHASER and/or the CLIENT’s representative(s) of SUPPLIER’s emergency response and incident management plans upon arrival at SUPPLIER WORK SITE.
QUALITY REQUIREMENTS
SUPPLIER, its SUB-SUPPLIERS and subcontractors shall have a quality system based on ISO 9001:2015 standard as a means of ensuring that SUPPLY conforms to the requirements specified in this PURCHASE ORDER.
DECLARATION OF SUPPLIER
Final destination of the SUPPLY is State of UAE. SUPPLIER declares that:
- He is acquainted with the final destination of the SUPPLY,
- The forwarding of the SUPPLY to UAE is absolutely devoid of all bonds.
SUPPLIER shall ensure that the SUPPLY or any part thereof to be supplied by SUPPLIER and his authorized SUB-SUPPLIER(s) under the PURCHASE ORDER are not subject to export prohibitions to the country of destination, and SUPPLIER shall keep PURCHASE ORDER harmless of any problems in this respect.
Should an export license be needed for the SUPPLY or any part thereof, SUPPLIER shall obtain the export license of the SUPPLY or any part thereof in accordance with “PRESCRIPTIONS FOR PREPARATION OF DOCUMENTATION PACKAGES FOR TRANSPORT SERVICES”). Article 4.11, and more generally any document necessary in connection with the export and/or the import of the SUPPLY.
If this license and/or the aforementioned document(s) cannot be obtained by SUPPLIER, PURCHASER may terminate the PURCHASE ORDER without any extra costs to PURCHASER.
CORRESPONDENTS AND NOTICES
CORRESPONDENTS FOR PURCHASER
- Commercial: XXXXXX (Buyer in charge***)***
Phone number: +33.1.47.78.XX.XX
E-Mail address: @ten.com
Only in CC:
| Postion | Name | E-Mail address |
| JV – Project Procurement Manager | Edouard Maincent | edouard.maincent@ten.com |
| Deputy JV – Project Procurement Manager | Kazutoshi Aizawa | aizawa.kazutoshi@jgc.com |
| Deputy JV – Project Procurement Manager | Ahmad Alkhatib | ahmad.alkhatib@nmdc-group.com |
| OC – Project Procurement Manager | XXXXXXXXXXX | @XXX |
- Technical: XXXXXX (Engineer in charge***)***
Phone number: +33.1.47.78. XX.XX
E-Mail address: XXXX@ten.com
All documents with a prefix A in the Material Requisition SR Part II are reviewed by the above name.
- VP Manager: XXXXXX (Vendor Performance Manager)
Phone number: +33.1.47.78. XX.XX
E-Mail address: XXXXXXXX@ten.com
All documents with a prefix C in the Material Requisition SR Part II are reviewed by the above name.
- VP QC Manager: XXXXXX (Vendor Performance QC Manager***)***
Phone number: +33.1.47.78. XX.XX
E-Mail address: XXXX@ten.com
All documents with a prefix C in the Material Requisition SR Part II are reviewed by the above name.
- Transportation Mgr: Fadoua Jabrak
Phone number: +33.1.85.67.41.53
E-Mail address: fadoua.jabrak@ten.com
All documents with a prefix TR in the Material Requisition SR Part II are reviewed by the above name.
CORRESPONDENTS For SUPPLIER
- Title: Name
Phone number: XXXXX
E-Mail address: @XXX
NOTICES
All notices given by one PARTY to the other under this PURCHASE ORDER shall be in writing in the English language and shall be deemed to have been properly given if: (a) delivered personally to an authorized representative (receipt acknowledged); (b) sent by registered mail; or (c) transmitted by verified e-mail, in each case to the address of such PARTY as set forth below.
To PURCHASER: xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx
- Attention of: [Sudhiraj KADAM, Head of Procurement]
Email: sudhiraj.kadam@ten.com
To SUPPLIER: [insert address]
- Attention of: [insert name and title]
Email: @XXX
ATTACHMENTS
- Attachment 1A Total PURCHASE ORDER PRICE Summary
- Attachment 1B Detailed PURCHASE ORDER PRICE Breakdown & Delivery Schedule
- Attachment 1C Spare parts for installation, pre-commissioning, commissioning and start-up, capital spare parts and special tools
- Attachment 2 Exceptions and deviations to the PTCs & GTCs
- Attachment 3 Price schedule for pressure vessel modifications
- Attachment 4A Equipment options
- Attachment 4B Two (2) years spare parts option
- Attachment 4C SITE Supervision Services Rates
- Attachment 4D Training scope and rates
- Attachment 5 Monthly Progress Report summary
- Attachment 6 Preliminary Engineering, Procurement, Fabrication and Testing Schedule
- Attachment 7A Specimen Performance Bond
- Attachment 7B Specimen Refund Bond
- Attachment 7C Specimen Parent Company Guarantee
- Attachment 8 Sub-Vendors List
- Attachment 9 Form of Liens and Claims Release Letter
- Attachment 10 Form of Assignment and Novation Agreement
- Attachment 11 Purchase Order for Site Service
- Attachment 12 Third Party Inspection Agency
- Attachment 13 eVPM Procedure
- Attachemnt 14 Certificate of Ownership
- Attachment 15 Letter to suppliers Sanctions Certificate
ATTACHMENT 1A – Total PURCHASE ORDER PRICE Summary
See excel sheet
ATTACHMENT 1B – Detailed PURCHASE ORDER PRICE BREAKDOWN & Delivery Schedule
See excel sheet
ATTACHMENT 1C - Spare Parts For Installation, Pre-Commissioning, Commissioning And Start-Up, Capital Spare Parts And Special Tools
See excel sheet
ATTACHMENT 2 - Exceptions and deviations to the PTCs & GTCs
| Article(s) | Agreed Deviation(s) |
ATTACHMENT 3 – Management of Changes Rates
Refer to excel sheet Attachment
ATTACHMENT 4A – Equipment Options
Refer to excel sheet Attachment
ATTACHMENT 4B – Two (2) Years Spare Parts Option
See excel sheet
ATTACHMENT 4C – SITE Supervision Services Rates
Refer to excel sheet Attachment 4A
ATTACHMENT 4D – Training Scope And Rates
Refer to excel sheet Attachment 4B
ATTACHMENT 5 – Monthly Progress Report Summary
During the performance of the PURCHASE ORDER, SUPPLIER shall provide PURCHASER with accurate and complete information with respect to the progress of its works, the scheduled works, and any events affecting the performance of such works. SUPPLIER shall make available to PURCHASER representative all planning and reporting documents related to the PURCHASE ORDER. As a minimum, SUPPLIER shall comply with the following:
1. PROGRESS REPORTS
1.1 Weekly progress reports
A brief progress report shall be submitted to PURCHASER every THURSDAY (12:00 Paris time). It shall identify:
- The progress achieved during the ending week.
- Activities for the forthcoming week.
- Areas of concern.
1.2 Monthly progress reports
SUPPLIER shall submit its monthly progress report in accordance with the Project Calendar. It shall include as a minimum:
- An executive summary with major achievements, any deviations from planned progress and reasons for such delay, forecast corrective actions.
- HSE Report, including LTI performance indicators.
- Confirmation that contractual delivery dates will be achieved.
- Areas of concern.
- The manufacturing schedule as a bar chart presenting the main activities in engineering, procurement and manufacturing (with major inspection steps). For each activity, planned and actual start and completion dates, planned duration, progress shall be shown.
- Progress status: overall progress achieved on cut-off date and forecast and actual progress (in %) of the engineering, procurement and manufacturing activities.
- Description of the activities performed during the month and activities foreseen for the forthcoming month.
- Procurement status as a list all the main components to be purchased or to be drawn from the stock with their required and actual delivery date, and selected SUB-SUPPLIERs (a model for information will be communicated by PURCHASER).
- Un-priced copy of main SUB-ORDERS.
- SUPPLIER document list including engineering, expediting and inspection documents to be issued by SUPPLIER with their contractual, forecast and actual dates and status of approval.
- Weight control report.
2. SPECIFIC REPORTS
2.1 Events affecting Progress
SUPPLIER shall immediately notify PURCHASER of all incidents and/or events of whatsoever nature affecting the progress of the work, of whatsoever nature affecting or likely to affect the progress. SUPPLIER shall immediately report and anticipate any variance from the planned schedule, together with proposed corrective actions.
2.2 Accident Reports
SUPPLIER shall immediately report to PURCHASER any and all accidents involving death and/ or injuries affecting any person whatsoever, fire explosion, any loss or damage affecting any part of the SUPPLY. SUPPLIER shall similarly report the near miss occurrences.
2.3 Security Reports
SUPPLIER shall immediately notify PURCHASER and/or Client of all incidents with respect to security matters related to the PERMANENT WORK, or part of.
Without prejudice to its responsibilities, SUPPLIER shall enforce compliance by any SUB-SUPPLIERs or subcontractors with all environmental, health and safety requirements of the Project.
ATTACHMENT 6 - Preliminary Engineering, Procurement, Fabrication and Testing Schedule
The Engineering, Procurement, Fabrication and Testing Schedule as included under this Attachment 6 is preliminary and only for the purpose of giving information on the Preliminary Execution Plan of the SUPPLIER.
In case of any discrepancy between this document and contractual dates as defined in the PURCHASE ORDER and in particular Article 7 of this PO FORM including effective date and contractual delivery dates, then the date(s) indicated in this Article 7 and Attachment 1B “Detailed Price Breakdown & Delivery Schedule” shall prevail.
ATTACHMENT 7A - Specimen Performance Bond
To be sent by the Bank of the SUPPLIER to PURCHASER
Date …
Dears Sirs,
Whereas a Purchase Order n° …, hereinafter referred to as “the Purchase Order” has been placed on … by your Company with …(A)…, hereinafter called “the Supplier”, for the supply of …(B)… in relation with …(C) … the Project entrusted to you by …(D)…
Whereas under Article … of the Purchase Order, the Supplier has to provide a Performance Bond of xx% of the Purchase Order amount, i.e. ..(E)…, to guarantee the carrying out of its obligations under the Purchase Order,
Therefore, we BANK …(F)…, undertake irrevocably, unconditionally and without any reserve to pay you on your first written demand, and without us being in a position to delay the payment or dispute it for any reason, all or part of the amount hereabove mentioned.
This guarantee becomes effective on the date thereof and will expire at the end of the mechanical guarantee period as per the Purchase Order but not later than… except in case of failure of the Supplier. No claim for whatever reason can be submitted after such above event, the present guarantee being then null and void, whether or not returned to us.
We irrevocably appoint …… as our agent for service of proceedings in connection with this Bank Guarantee. Service of process on said agent at the above address shall be deemed, for all purposes, to be due, effective and complete service, whether or not the process is forwarded to or received by us.
We agree that our obligation to make payment hereunder shall arise upon our receipt of the DEMAND without proof of any breach or any condition and notwithstanding any contest or dispute by PURCHASER and we shall not be required or permitted to make any investigation or enquiry in relation to the same.
This Guarantee shall be construed and interpreted according to English law and the parties submit to the non-exclusive jurisdiction of the English Courts
A. Supplier’s name and address
B. Short description of the Supply
C. Title of the Project
D. Name of the Client of PURCHASER
E. Amount of the Bank Guarantee
F. Name of the Bank
ATTACHMENT 7B - Specimen Refund Bond
To be sent by the Bank of the SUPPLIER to PURCHASER
Date …
Dear Sirs,
Whereas a Purchase Order n° …, hereinafter referred to as “the Purchase Order”, has been placed on … by your Company with …(A)…, hereinafter called “the Supplier”, for the supply of …(B)… in relation with …(C)… the Project entrusted to you by …(D)…
Whereas under Article … of the Purchase Order you have to effect an advanced payment of x% of the Purchase Order amount, i.e. …(E)…, against presentation by the Supplier of an advanced Payment Bank Guarantee to your benefit.
Therefore, we BANK …(F)…, undertake irrevocably, unconditionally and without any reserve to pay you on your first written demand, and without us being in a position to delay the payment or dispute it for any reason, all or part of the amount hereabove mentioned.
This guarantee is effective at the date of its issuance This guarantee will expire in any case upon delivery of the supplies accepted by PURCHASER but not later than (Expiry Date).
No claim for whatever reason can be submitted after such above event, the present guarantee being then null and void, whether or not returned to us.
We irrevocably appoint …… as our agent for service of proceedings in connection with this Bank Guarantee. Service of process on said agent at the above address shall be deemed, for all purposes, to be due, effective and complete service, whether or not the process is forwarded to or received by us.
This Guarantee shall be construed and interpreted according to English law and the parties submit to the nonexclusive jurisdiction of the English Courts.
A. Supplier’s name and address
B. Short description of the Supply
C. Title of the Project
D. Name of the Client of PURCHASER
E. Amount of the Bank Guarantee
F. Name of the Bank
ATTACHMENT 7C: Specimen of Format of Parent Company Guarantee
To be sent by the Bank of the SUPPLIER to PURCHASER
The following text of the Parent Company Guarantee is required to be exactly reproduced on the letterhead of SUPPLIER’s (Ultimate) Parent Company, duly dated signed and returned to:
(name and address of the concerned entity of the TJN Ruwais JV)
(referred hereunder as “PURCHASER”)
Dear Sirs,
In consideration of and as a condition precedent to the award of the PURCHASER ORDER (hereinafter called the “PURCHASE ORDER”) for … (object of the PURCHASE ORDER) in connection with … (name of the project) (hereinafter called the “PROJECT”), to our subsidiary … (name of SUPPLIER) (hereinafter referred as “SUPPLIER”) we…, (name of Parent Company) (hereinafter referred to as “GUARANTOR”) having our registered office at … and acting as (ultimate) Parent Company of SUPPLIER, hereby irrevocably and unconditionally guarantee and undertake to PURCHASER the following:
- GUARANTOR hereby confirms to have full knowledge of the PURCHASE ORDER.
- GUARANTOR guarantees unconditionally and irrevocably as a primary obligation to you and not as a surety only, that SUPPLIER has and will have the technical and financial resources necessary for the proper carrying out of its scope of work under the PURCHASE ORDER in compliance with its terms and conditions and shall duly perform its obligations and assume its liabilities to that effect contained in the said PURCHASE ORDER until all of SUPPLIER’s obligations and/or liabilities have been fully performed or settled.
- Should SUPPLIER fail to so perform any of its obligations under the PURCHASE ORDER or assume any of its liabilities arising out of or in connection with the same, GUARANTOR shall itself upon your written request to that effect forthwith perform such obligations or assume such liabilities on the same terms and conditions as provided under the PURCHASE ORDER or, GUARANTOR shall cause a third party, acceptable to you, to so perform such obligations or assume such liabilities, the due and faithful performance of which GUARANTOR shall guarantee by virtue of this document as if such third party were the SUPPLIER.
- GUARANTOR shall not be discharged or released from this guarantee by any arrangement made between SUPPLIER and PURCHASER with or without the consent of GUARANTOR or by any amendment, variation or change whatsoever in the obligations undertaken by SUPPLIER or by any forbearance whether as to payment, time, performance or otherwise, or any change in the name or constitution of PURCHASER or SUPPLIER.
- GUARANTOR also undertakes to indemnify and hold PURCHASER harmless against any loss, cost, claim, damage and/or expense which may be incurred by or asserted against PURCHASER arising from or in connection with any failure on the part of SUPPLIER to perform its obligations and/or assume its liabilities under the PURCHASE ORDER.
- This guarantee shall bind GUARANTOR, its permitted assigns and successors in title.
- Except where the context otherwise requires, words used herein shall have the same meaning as assigned to them in the PURCHASE ORDER.
- GUARANTOR hereby agrees that this guarantee shall be governed by and construed in accordance with the laws of England and Wales.
- Any disputes between us as to the enforcement or interpretation of this guarantee shall be settled by application of the relevant provisions of the PURCHASE ORDER.
GUARANTOR represents that he has fully complied with the articles of association and other legal provisions related to the validity and the enforceability of the present guarantee.
The terms and undertakings set forth in this guarantee shall apply mutatis mutandis to any affiliate of GUARANTOR and/or SUPPLIER when involved in the performance of the PURCHASE ORDER WORK.
In witness, whereof GUARANTOR has signed hereunder on the …
Guarantor’s signature :
Name :
Designation :
Company seal :
ATTACHMENT 8 – Sub-Vendors List
For project equipment as included in sub-vendor list below, SUPPLIER shall mandatorily select SUB-SUPPLIERs as included in list below.
When there is only one SUB-SUPPLIER indicated for a project equipment, it means that such SUB-SUPPLIER has been selected as single source SUB-SUPPLIER for the project.
When an approved/proposed manufacturing location is indicated, it means that supply from this SUPPLIER shall come from this specific approved/proposed manufacturing location. When no approved/proposed manufacturing location is indicated, it means that supply from this SUB-SUPPLIER can come from any manufacturing location.
| Project Equipment Description | SUPPLIER(s) | Approved/Proposed Manufacturing Location |
|---|---|---|
| XXXX | XXXX | XXXX |
Remark: In case any of the categories identified above as “Not applicable – N/A” is finally confirmed to be part of the Supply to be supplied by SUPPLIER under this Purchase Order, then SUB-SUPPLIER(s) shall be subject to prior approval by PURCHASER before SUPPLIER placing any sub-order to the SUB-SUPPLIER(s) for the related category.
ATTACHMENT 9 - Form of Liens and Claims Release Letter
ATTACHMENT 10 - Form of Assignment and Novation Agreement
ATTACHMENT 11 - Purchase Order for Site Service
ATTACHMENT 12 – Third Party Inspection Agency
Third Party Inspection Agency to be used by the SUPPLIER during the execution of this PURCHASE ORDER.
| * Bureau Veritas (BV) |
| * Lloyds Register |
| * TUV |
| * Intertek |
| * ABS |
| * Veloci |
| * DNV |
Project: Q-32859 - NMDC - Ruwais Folder: PO_TEMPLATE_Ruwais_rev._10