Professional Documents
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SULZER CONFIDENTIAL
9055369 ACHABS-SON1 Rev 1
www.sulzer.com
ACHENBACH BUSCHHÜTTEN GmbH & Co. KG Phone direct: +49 6403 97233 25
Fax : +49 6403 97233 30
Mr. Jan Bublitz E-mail : ralf.hoechemer@sulzer.com
Siegener Strasse 152 Document : 9055369 ACHABS-SON1 Rev 1
Date : September 7, 2018
57223 Kreuztal
Germany
Thank you for your valued enquiry, received on August 17, 2018 and your whish for an amendment
from August 30, 2018, for which we have the pleasure of presenting our revised Fixed and Firm
Commercial and Technical proposal.
We trust that this proposal is in line with your requirements. Should you however have any other
queries, we shall be pleased to be of further assistance.
Yours
Sulzer Chemtech GmbH
i. V. i. V.
Dr. Ralf Höchemer Imke Weidemann
Sales Engineer Sales Engineer
Separation Technology Separation Technology
Sulzer Chemtech GmbH Sulzer Chemtech GmbH
Sitz Linden, HRB 6329 Sulzer Chemtech GmbH Sulzer Chemtech GmbH Sulzer Chemtech GmbH
Amtsgericht Gießen Mixing and Reaction Technology Separation Technology (ST) Tower Field Service
Rechtsform GmbH D-35440 Linden D-35440 Linden D-47228 Duisburg
Geschäftsführer: Phone: +49 (0) 6403 972 33 0 Phone: +49 (0) 6403 97233 22 Phone: +49 (0) 2065 678 39 0
Roland Böcher Fax: +49 (0) 6403 972 33 20 Fax: +49 (0) 6403 97233 30 Fax: +49 (0) 2065 678 39 20
Bankverbindung: Deutsche Bank AG, Ravensburg, Kto.-Nr.: 051289702, BLZ 650 700 84
USt-ID-Nr. DE 812 102 570
The copyright of all documentation submitted to the client remains with Sulzer Chemtech AG Winterthur, Switzerland.
Documents must not be copied, reproduced or made available to third parties without our written consent.
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SULZER CONFIDENTIAL
9055369 ACHABS-SON1 Rev 1
TABLE OF CONTENT
The copyright of all documentation submitted to the client remains with Sulzer Chemtech AG Winterthur, Switzerland.
Documents must not be copied, reproduced or made available to third parties without our written consent.
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SULZER CONFIDENTIAL
9055369 ACHABS-SON1 Rev 1
1 COMMERCIAL PROPOSAL
Total price for the scope of supply as listed in the Technical Proposal, packed and delivered,
DDP Kreuztal excl. MwSt. / Eust according to INCOTERMS 2010.
Furthermore all prices are excl. VAT and any other taxes.
VAT transaction by buyer.
Base Proposal
Please note that our prices are calculated on the assumption that a single contract will be
placed for the complete scope of supply.
Terms of Payment
According to
“kaufmännische Vereinbarung zwischen Achenbach und Sulzer vom 19. März 2013”.
Delivery Time
The delivery time for base supply DDP Kreuztal, Germany is approx. 5 months after receipt
of written purchase order and clarification of all technical and commercial matters.
Please note that drawings approval time has been assumed to be not longer than 2 working
weeks.
However, our proposed delivery schedule can be adapted to meet your requirements.
Validity
However, we reserve the right to review/revise our proposal should raw material prices
change substantially.
The copyright of all documentation submitted to the client remains with Sulzer Chemtech AG Winterthur, Switzerland.
Documents must not be copied, reproduced or made available to third parties without our written consent.
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SULZER CONFIDENTIAL
9055369 ACHABS-SON1 Rev 1
Order Placement
Sulzer Chemtech AG
Separation Technology (ST)
Neuwiesenstrasse 15
CH-8401 Winterthur
Email: de.chemtech@sulzer.com
Country of Origin
Sulzer Chemtech also practices global sourcing of raw materials securing favorable prices for
our clients compliant to all agreed conditions and measures for quality assurance.
Mechanical Warranty
The goods will be warranted for a period of 12 months from the date of initial operation of the
scope or 18 months from the date of shipment, whichever occurs first. If dispatches, erection,
and/or commissioning are delayed due to reasons beyond our control, the warranty period
shall end not later than 18 months after notification that the scope is ready for dispatch.
During the warranty period Sulzer Chemtech shall at its own discretion either repair or replace
the defective goods free of charge. The customer shall make the supplies available for
correction. In no event shall Sulzer Chemtech be responsible for providing access to the
defective part or parts, or bear the costs of the disassembly, removal or reinstallation of the
goods or components thereof. The warranty period of the replaced or repaired parts shall be
same as the original one, but shall expire latest twenty four (24) months from the original
delivery date mentioned above, whichever occurs first.
All defects caused by normal wear and tear, corrosion, vibration and erosion, improper
handling or operation shall be excluded from any warranty.
Any warranty or warranty claims not expressly mentioned in our offers are not valid.
The copyright of all documentation submitted to the client remains with Sulzer Chemtech AG Winterthur, Switzerland.
Documents must not be copied, reproduced or made available to third parties without our written consent.
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SULZER CONFIDENTIAL
9055369 ACHABS-SON1 Rev 1
Performance Agreement
Please note it is a requirement of this agreement that the equipment proposed is either
installed or the installation is supervised by Sulzer Chemtech. By request Sulzer Tower Field
Service may also quote for the entire installation including supervision.
Export Control
This proposal is submitted under the provision that any export licenses which may be
required by law will be obtained. Such receipt may require the provision of an end-use
statement by end-client. In case of insufficient support by client, or non-acceptance of the
export license application, or withdrawal of an export license, Sulzer Chemtech, as the case
may be, shall not be bound under this proposal, or may terminate the contract due to force
majeure.
Where applicable, client shall supply from the “end-user” of the goods and/or technology a
statement of civil end-use for the offered products prior to the effective date of the contract.
This statement has to be send to Sulzer Chemtech.
In the event client cancels an order placed to Sulzer Chemtech, client shall pay to Sulzer
Chemtech following lump sum compensation:
Cancellation within:
1 month after the order 20% of the order value
25% to 50% of delivery time 40% of the order value
50% to 75% of delivery time 80% of the order value
above 75% of delivery time 100% of the order value
However, the compensation shall in no case be less than the price of the goods delivered at
the moment of cancellation.
and according to “kaufmännische Vereinbarung zwischen Achenbach und Sulzer vom 19.
März 2013”.
http://www.sulzer.com/de
The copyright of all documentation submitted to the client remains with Sulzer Chemtech AG Winterthur, Switzerland.
Documents must not be copied, reproduced or made available to third parties without our written consent.
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SULZER CONFIDENTIAL
9055369 ACHABS-SON1 Rev 1
In no event shall Sulzer be liable for any indirect, punitive, special, incidental or consequential
damages in connection with this proposal, including but not limited to, loss of profits or
interruption of production, loss of opportunity or business, any and all costs relating to delay,
or claims by the client's customer for such damages, whether such liability is based on
contract, tort (including negligence), statute or any other basis of legal liability. Sulzer’s
liability with respect to damages caused to tangible property shall be limited to the
replacement of the current value of such property. The remedies of client set forth herein are
exclusive, and Sulzer's liability with respect to any contract, indemnity, tort (including
negligence), under any warranty, strict liability or otherwise shall not exceed the contract
price, unless claims arise from gross negligence or willful misconduct of the Sulzer.
Confidentiality
This proposal is protected by copyright in its entirety and in its parts, and may be used only
within the framework of an order placed with us. Any duplication and communication of any
part of the proposal to third parties (except approval authorities) is permitted only with our
prior agreement. In particular, no dimensions, weights, hydraulic data and similar may be
made known to third parties.
The copyright of all documentation submitted to the client remains with Sulzer Chemtech AG Winterthur, Switzerland.
Documents must not be copied, reproduced or made available to third parties without our written consent.
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SULZER CONFIDENTIAL
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2 TECHNICAL PROPOSAL
Design Basis
The column internals will be designed in accordance with Sulzer Chemtech standards and
based on your enquiry.
All technical data, descriptions, dimensions and similar serve for information and constitute no
basis for guarantee claims.
For the designs chosen for your application please refer to the attached hydraulic data
sheets.
Scope of Supply
Notes:
Please confirm or correct the manway ID.
The copyright of all documentation submitted to the client remains with Sulzer Chemtech AG Winterthur, Switzerland.
Documents must not be copied, reproduced or made available to third parties without our written consent.
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SULZER CONFIDENTIAL
9055369 ACHABS-SON1 Rev 1
Crating
The scope will be delivered in Trucks and/or standard 20' or 40' containers. The un-loading is
not included in sellers scope, as per Incoterms 2010. Un-loading has to take place as per the
industry practice.
Spare Parts
Following spare parts for installation or commissioning are already included in our offered
price.
Considering that our scope of supply is for static equipment, no spares are required for
normal operation. However, in case you require a proposal of such parts for shut-down and
maintenance planning we can send this after completion of detailed engineering as part of the
project documentation package.
Documentation
Our product documentation is handed over as pdf electronic format and consists of:
All liquid distributors without integrated collecting function are throughput tested in our
workshops (liquid level measurements).
The copyright of all documentation submitted to the client remains with Sulzer Chemtech AG Winterthur, Switzerland.
Documents must not be copied, reproduced or made available to third parties without our written consent.
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SULZER CONFIDENTIAL
9055369 ACHABS-SON1 Rev 1
Inspection may be carried out by client and/or by any third party authority on client’s behalf.
Depending on the scope of these inspections and tests we may need to charge reasonable
additional costs.
Column internals are generally non-pressure retaining parts and therefore inspection
requirements for the vessel or pressure retaining pipework are excluded from our scope
unless explicitly defined otherwise. Special requirements regarding hardness, impact testing,
microstructural examination, ferrite testing, and chemical composition analysis of root welds
and recording maximum heat input are excluded.
Material Qualities
All materials offered are according to accepted industry practice EN 10088-2 or ASTM A-240.
The selection of the material of construction remains the responsibility of the client.
Small parts such as bolts and clamps, etc. are supplied as follows:
Manufacturing
Welding
Bolting
All bolting for this project will be furnished in the metric system of units.
The Management System of Sulzer Chemtech has been certified by SGS in accordance to
ISO 9001, 14001 and OHSAS 18001.
All the column and separator internals offered are designed to be installed with the vessel in
its final position at site. If you wish to install these items at a module yard or vessel
manufacturer’s works, please check with us as this may require changes in design resulting in
The copyright of all documentation submitted to the client remains with Sulzer Chemtech AG Winterthur, Switzerland.
Documents must not be copied, reproduced or made available to third parties without our written consent.
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SULZER CONFIDENTIAL
9055369 ACHABS-SON1 Rev 1
additional costs, extension of delivery time and/or special temporary internal support during
transport.
For all the equipment proposed we offer installation through our Tower Field Service Division
and would be pleased to quote for this service if required.
Inclusions/Exclusions
Inclusions
Exclusions
The supply of below items is excluded from our proposal. If any of these additional items or
services is required they can be added to the proposal upon request and after clarifications.
The copyright of all documentation submitted to the client remains with Sulzer Chemtech AG Winterthur, Switzerland.
Documents must not be copied, reproduced or made available to third parties without our written consent.
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SULZER CONFIDENTIAL
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3 SULZER OVERVIEW
Sulzer is a global industry leader with reliable and sustainable solutions for performance-
critical applications. From its beginnings in Winterthur, Switzerland back in 1834, Sulzer has
developed to become a leading player in its key markets. Sulzer divisions are Sulzer Pumps
Equipment and Rotating Equipment Services, Sulzer Turbo Services and Sulzer Chemtech.
Chemtech is a member of the Sulzer Corporation and is a leading player in the fields of
process technology and separation towers, as well as two-component mixing and dispensing
systems. Clients benefit from a global sales, engineering, production, and service network.
Separation technology
We develop, design and produce mass transfer equipment and can offer solutions for all your
separation problems. Our portfolio includes state-of-the-art products for distillation, absorption,
stripping, evaporation, phase separation, liquid-liquid extraction, crystallization, and membrane
separation.
Sulzer Tower Field Service is the leading provider of specialized mechanical services to
offshore platforms, natural gas plants, oil refineries, and petrochemical plants.
We have been providing mass transfer equipment services, welding services, plant
maintenance and turnaround projects for our clients on a global basis since 1971.
Process Technology
With our innovative range of separation technologies, we fully develop your process solution
from initial concept and pilot testing to start-up of your plant with guaranteed performance. Our
services support you, whatever your application is: chemical, pharmaceutical, polymer, biofuels
or food & beverage.
Mixers
We offer a wide range of multi-component systems for metering, mixing, and dispensing. Static
mixers are used to enable homogenization and dispersion of gases and liquids without
resorting to moving parts.
Our central research and development unit supports industrial companies worldwide with
contract research, services such as diagnostics and certified testing as well as one-off
production and engineering. Sulzer’s intellectual property experts also provide consulting
services to external clients.
The copyright of all documentation submitted to the client remains with Sulzer Chemtech AG Winterthur, Switzerland.
Documents must not be copied, reproduced or made available to third parties without our written consent.
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SULZER CONFIDENTIAL
9055369 ACHABS-SON1 Rev 1
“ENGINEERING SERVICES” means engineering “PURCHASE ORDER” means the purchase order
work included in the CONTRACT required to be documents issued by BUYER in the version confirmed
carried out for the delivery of EQUIPMENT, FIELD by SULZER in the ORDER CONFIRMATION. In case
SERVICES, STUDIES and such goods and or services of non-substantial deviations between said purchase
offered. order documents and the ORDER CONFIRMATION,
the version of the ORDER CONFIRMATION shall
“EQUIPMENT” means mass transfer, mixer or other become the binding PURCHASE ORDER unless
goods which are specified in the PURCHASER BUYER expresses its dissent within three (3) working
ORDER. days after receipt of the ORDER CONFIRMATION.
“EX WORKS” means an Ex Works delivery as defined “SCOPE OF SUPPLY” means the goods and/or
in the version of the INCOTERMS in place as of the services to be delivered as specified in the
effective date of the contract in effect as of the date of CONTRACT and the pertaining documentation, to the
delivery. extent explicitly specified in the PURCHASE ORDER
and agreed upon by both parties.
“FIELD SERVICES” shall mean the deployment of
SULZER personnel to a BUYER'S or END USER'S "SPARE PARTS" means wear and tear goods not
PLANT to provide technical assistance with specified otherwise falling under the definition of Equipment.
The copyright of all documentation submitted to the client remains with Sulzer Chemtech AG Winterthur, Switzerland.
Documents must not be copied, reproduced or made available to third parties without our written consent.
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SULZER CONFIDENTIAL
9055369 ACHABS-SON1 Rev 1
The validity of offer is for a period of thirty (30) days the SCOPE OF SUPPLY or terminate this CONTRACT
commencing with the date of the offer, unless in the event that BUYER fails to provide any required
otherwise specified in writing by SULZER. advance payments and/or to issue Letter(s) of Credit
as agreed in the PURCHASE ORDER within fourteen
1.3 The delivery encompasses the SCOPE OF SUPPLY (14) days of the due date of the advanced payment or
1.4 In case of contradiction between CONTRACT BUYER for all losses and damages suffered by
documents, the following order of precedence shall SULZER by reason of such default.
apply:
2.4 Unless otherwise expressly agreed in writing in a
a) PURCHASE ORDER in the version accepted in the document signed by SULZER, SULZER shall not be
ORDER CONFIRMATION or other negotiated, subject to any claim for liquidated damages or
penalties related to the late delivery of the SCOPE OF
agreed and mutually signed document, including all SUPPLY.
documents made a part thereof
b) In case the BUYER fails to timely SULZER’S offer
fulfil any of its
c) These GENERAL
contractual obligations including failure toTERMS
make
d) BUYER’S
payments on time or failure request
to take for an when
delivery offer
e) called uponBUYER’S
to do so Purchase
by SULZERTerms and Conditions
or failure to provide
necessary infrastructure and facilities to commence the
1.5 All documents making part of the CONTRACT can be perform of the CONTRACT, SULZER is entitled to
changed only by a written, duly signed document. terminate the CONTRACT. In this case BUYER shall
pay to SULZER the costs and expenses incurred by
1.6 All information and data contained in brochures and SULZER connected with work or services performed
price lists of SULZER are only binding to the extent prior to the date of termination, including a reasonable
that they are by reference expressly included in the margin as well as other costs and expenses, including
CONTRACT. cancellation charges under subcontracts, as SULZER
may incur in connection with such cancellation.
1.7 SULZER shall be entitled to engage sub-suppliers for
the performance of the CONTRACT. 2.5 Transfer of risk of loss of or damage to the SCOPE OF
SUPPLY shall be in accordance with the applicable
Incoterms. If dispatch is delayed at the request of the
2. DELIVERY BUYER or due to other reasons beyond SULZER'S
control, the risk of loss of the SCOPE OF SUPPLY
2.1 SULZER shall deliver the SCOPE OF SUPPLY on the shall pass to the BUYER at the original time the
dates specified in the CONTRACT contingent upon SCOPE OF SUPPLY was scheduled to leave
SULZER'S manufacturing facility. From this moment
BUYER fulfilling all contractual obligations, including on, the SCOPE OF SUPPLY shall be stored and
insured on the account and at the risk of the BUYER.
but not limited to timely release of all input
Title and ownership shall be transferred to BUYER
specifications, drawing approvals etc. upon receipt of payment in full by SULZER.
The copyright of all documentation submitted to the client remains with Sulzer Chemtech AG Winterthur, Switzerland.
Documents must not be copied, reproduced or made available to third parties without our written consent.
SULZER CONFIDENTIAL Page 14 of 21
9055369 ACHABS-SON1 Rev 1
3.5 Unless otherwise agreed in writing, all uncontested BUYER with respect to such know-how, inventions,
payments shall be made according to the agreed terms patents and copyrights, independent of the hardware
of payment without any deductions for discounts, set- on which such know-how, inventions, patents or
3.6 In case of late payment, SULZER may, after having granted a limited right to use such know-how,
notified the BUYER in writing, suspend its performance invention, patents, copyright or the like for the
of the SCOPE OF SUPPLY until the open and due operation, maintenance and repair of the SCOPE OF
invoices have been paid. SUPPLY on a non-exclusive basis, which right shall
not include the use of the said intellectual property for
3.7 If BUYER and SULZER agreed on issuing a Letter of the reproduction of the SCOPE OF SUPPLY or parts
Credit by BUYER in favor of SULZER, such Letter of thereof. If the SCOPE OF SUPPLY consists of
Credit shall be irrevocable, unconditional, and issued ENGINEERING SERVICES, BUYER shall be
by a first class worldwide active bank. The Letter of permitted to use, on a non-exclusive basis, the
Credit shall remain valid until the delivery of the entire documentation received for the purpose described in
of SCOPE OF SUPPLY plus ninety (90) days. the CONTRACT. In case of doubt, ENGINEERING
SULZER reserves the right to approve the issuing SERVICES provided for the development or
bank. Withdrawal of the money shall be against the construction of EQUIPMENT shall be deemed to be
documents that are mutually agreed upon in writing. made available for the procurement of such goods
from SULZER solely.
4. INTELLECTUAL PROPERTY
4.1 BUYER shall provide the technical documentation (e.g. 4.4 To the best knowledge of SULZER the SCOPE OF
up-to-date drawings, descriptions, charts, instructions, SUPPLY and any part thereof, in the particular form
etc.) that is necessary for the delivery of the SCOPE sold by SULZER, shall not infringe any intellectual
OF SUPPLY and is specified in the CONTRACT. property rights of third parties. In the event of any
BUYER confirms that BUYER is fully authorized to use patent infringement relating to the said SCOPE OF
(or have used) the technical documentation provided to SUPPLY, SULZER may, in its sole discretion, procure
The copyright of all documentation submitted to the client remains with Sulzer Chemtech AG Winterthur, Switzerland.
Documents must not be copied, reproduced or made available to third parties without our written consent.
SULZER CONFIDENTIAL Page 15 of 21
9055369 ACHABS-SON1 Rev 1
the right to use the SCOPE OF SUPPLY without BUYER’S personnel have to enter upon SULZER’S
impairing its suitability, or modify or replace it so that it facilities.
is rendered non-infringing. The obligations of SULZER
set forth herein are contingent upon (i) SULZER 5.3 BUYER’S failure to comply with the obligations stated
receiving prompt written notice from BUYER of such in Articles 5.1 and 5.2 above shall entitle SULZER to
infringement; (ii) SULZER receiving assistance from either stop rendering its services, and/or postpone the
BUYER in the defense; and (iii) the right of SULZER to delivery, and/or ask for additional charges for the lost
settle or defend. time of its service personnel, such time to be
calculated and charged in accordance with Article 3.
4.5 The obligation under 4.4 above of SULZER shall not
apply to (i) the SCOPE OF SUPPLY or part thereof 6. WARRANTY
which has been manufactured according to BUYER'S Articles 6.1 through 6.4 contain specific warranties
design, (ii) services performed by using BUYER’S referring to various SCOPES OF SUPPLY. Only the
documentation, (iii) the use of the SCOPE OF warranty provision(s) referring to a specific SCOPE OF
SUPPLY or any part thereof in conjunction with any SUPPLY shall apply.
other product in a combination not furnished by
SULZER as part of the SCOPE OF SUPPLY, (iv) to 6.1 EQUIPMENT
products fabricated by using the SCOPE OF SUPPLY. a) SULZER shall remedy any defect arising within
As to any such equipment, service, product, part or twelve (12) months from the date of initial operation
use in such combination, SULZER assumes no liability of the EQUIPMENT or eighteen (18) months from
whatsoever for infringement of intellectual property the date of shipment, and, if dispatches, erection,
rights of third parties, and BUYER shall indemnify and supervision of erection and/or commissioning are
hold harmless SULZER against any respective delayed due to reasons beyond SULZER'S control,
infringement claims. SULZER shall co-operate with the warranty period shall end not later than
BUYER in the same manner as required by SULZER eighteen (18) months after notification that the
under 4.4 (i) to (iv) herein above. EQUIPMENT is ready for dispatch (whichever date
shall occur first). This warranty shall apply to
4.6 SULZER’S copyrighted material shall not be copied by defects resulting from faulty materials or faulty
BUYER except for archiving purposes or to replace a workmanship. Additionally, to the extent SULZER
defective copy. has provided the design for the EQUIPMENT, this
warranty shall also apply to defects resulting from
5. INSTALLATION AND SITE PREPARATION faulty design.
5.1 If installation services are a part of the SCOPE OF
SUPPLY, it is the responsibility of the BUYER to b) If requested to do so by BUYER in writing, and as
prepare the site environmentally and to provide the BUYER’S sole and exclusive remedy, SULZER
required services, electrical wiring and conduit, dry agrees to, at its sole option, either repair or replace
compressed air and piping, gas supply and piping, the faulty parts of the EQUIPMENT, or supply
tools for installation, water drain, permits, including BUYER with non-defective EQUIPMENT or part
work permits, licenses, approvals, etc. as well as thereof. These remedies shall be provided for the
whatever is required to uncrate and move the defects notified to SULZER during the warranty
equipment to its location. period under the conditions defined in Article 6.5
herein.
5.2 BUYER also undertakes to maintain the facilities upon
which SULZER’S personnel may be required to enter, c) The warranty period for any EQUIPMENT which is
in a safe condition, and to comply with all applicable repaired or replaced shall be for a period of twelve
laws, statutes and regulations governing workplace (12) months or the remainder of the original
health and safety, and to give SULZER’S personnel all warranty period, whichever period is longer.
instructions necessary. SULZER shall make sure that
its personnel will follow all instructions reasonably 6.2 FIELD SERVICES
made by BUYER. The same applies vice versa in case
The copyright of all documentation submitted to the client remains with Sulzer Chemtech AG Winterthur, Switzerland.
Documents must not be copied, reproduced or made available to third parties without our written consent.
SULZER CONFIDENTIAL Page 16 of 21
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a) SULZER warrants that the FIELD SERVICES will b) The warranty period for any engineering services
be performed as specified in the CONTRACT and which have been re-performed under the warranty
will comply with applicable industry standards and shall be for a period of six (6) months.
practices. SULZER shall remedy any defect
arising within ninety (90) days from the date of 6.4 Performance Guarantee
completion of the FIELD SERVICES work and Unless explicitly agreed upon in writing in the
which are resulting from faulty workmanship CONTRACT, SULZER shall not provide performance
performed by SULZER. Defects resulting from guarantees.
insufficient or inappropriate documentation
delivered by BUYER shall be remedied at 6.5 General Conditions applicable to SULZER
BUYER’S cost. CHEMTECH’S Warranty
a) Maximum Extension of Warranty Period
b) If requested to do so by BUYER in writing, and as The warranty period for any part of the SCOPE OF
BUYER’S sole and exclusive remedy, SULZER SUPPLY which is repaired or replaced shall be for
shall at its sole option repair the defective FIELD the applicable period specified under 6.1 through
SERVICES or re-perform such FIELD SERVICES. 6.3 or the remainder of the original warranty period,
These remedies shall be provided for the defects whichever period is longer. Under no
notified to SULZER during the warranty period circumstances shall the repaired, replaced or re-
under the conditions defined in Article 6.5 herein. performed warranty period extend for a period of
time which is greater than 50% of the original
c) All FIELD SERVICES work which is remedied shall period.
be warranted for a period of ninety (90) days from
the date of the completion of repair or b) Inspection of Equipment and Services
reperformance. BUYER shall ensure that inspection of SULZER'S
SCOPE OF SUPPLY and the issuance of a written
d) SULZER shall bear the costs for the corresponding notice of FINAL ACCEPTANCE shall occur within
repair or the re-performance of work whether seven (7) days of receiving SCOPE OF SUPPLY. If
occurring at the SULZER or BUYER or END USER a written notice of FINAL ACCEPTANCE is not
facility to the extent that they are reasonable under received, then FINAL ACCEPTANCE will be
the circumstances. BUYER or END USER shall deemed to have occurred fourteen (14) days after
grant SULZER the first opportunity to remedy any BUYER or END USER has received SULZER'S
defect in the FIELD SERVICES. If the BUYER or EQUIPMENT or ENGINEERING SERVICES or
END USER has obtained the services of a third fourteen (14) days after the completion of
party to perform the FIELD SERVICES, SULZER SULZER'S FIELD SERVICES.
shall bear the costs for the corresponding repair or
re-performance work provided that the BUYER or c) Place where Warranty Work will be executed
END USER has obtained SULZER’S prior written SULZER reserves the right to require that BUYER
approval. or END USER return the SCOPE OF SUPPLY or
parts thereof to SULZER’S production facility to
6.3 ENGINEERING SERVICES provide proper warranty service. In such cases,
a) SULZER’S obligations consist of using proper care SULZER shall reimburse BUYER or END USER
and skills in performing the work described in the for the reasonable costs paid for sea or land
CONTRACT. Unless otherwise explicitly agreed transportation of the SCOPE OF SUPPLY. If the
upon in writing, SULZER shall not provide any return of the SCOPE OF SUPPLY to SULZER'S
warranty for successful achievement of the results production facility is not required, then SULZER
envisaged in the CONTRACT. Defects arising from shall use its best efforts to perform the warranty
faulty ENGINEERING SERVICES arising within six work at BUYER’S or END USER’s facility, and as
(6) months from completion thereof shall be re- soon as reasonably practicable after receipt of
performed by SULZER at its own cost. written notification by the BUYER or the END
USER. BUYER or END USER shall make the
The copyright of all documentation submitted to the client remains with Sulzer Chemtech AG Winterthur, Switzerland.
Documents must not be copied, reproduced or made available to third parties without our written consent.
SULZER CONFIDENTIAL Page 17 of 21
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The copyright of all documentation submitted to the client remains with Sulzer Chemtech AG Winterthur, Switzerland.
Documents must not be copied, reproduced or made available to third parties without our written consent.
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SUCH LIABILITY IS BASED ON CONTRACT, TORT by any agency of the United States or any other state.
(INCLUDING NEGLIGENCE), STATUTE OR ANY The BUYER agrees to indemnify and hold harmless
OTHER BASIS OF LEGAL LIABILITY. SULZER from any costs, penalties or other losses
THE REMEDIES OF BUYER SET FORTH HEREIN caused by, or related to, any violation or breach of the
ARE EXCLUSIVE, AND SELLER'S LIABILITY WITH warranties contained in this provision.
RESPECT TO ANY CONTRACT, INDEMNITY, TORT
(INCLUDING NEGLIGENCE), UNDER ANY 9. FORCE MAJEURE
WARRANTY, STRICT LIABILITY OR OTHERWISE 9.1 SULZER shall not be liable for any non-performance,
SHALL NOT EXCEED 100% OF THE CONTRACT loss, damage, or delay due to acts of God such as but
PRICE, UNLESS CLAIMS ARISE FROM GROSS not limited to severe weather conditions, fire, flood or
NEGLIGENCE OR WILFUL MISCONDUCT OF THE war, riots, strikes or labor difficulty, governmental acts
SELLER. such as but not limited to trade restrictions including
embargoes, acts of the BUYER or END USER, delays
8. EXPORT AND OTHER GOVERNMENTAL in transportation, inability to obtain necessary labor or
DOCUMENTS materials from usual sources, or other causes beyond
8.1 SULZER undertakes to provide the documents the reasonable control of SULZER. In the event of
required by the authorities at SULZER’S place for the delay in performance due to any such cause, the date
manufacturing and transportation EX WORKS of the of delivery or time for completion will be extended to
SCOPE OF SUPPLY. reflect the length of time lost by reason of such delay.
If the grounds for Force Majeure continue for more
8.2 BUYER undertakes to provide all other documents than six (6) months, either SULZER or BUYER may
required, e.g. documents required by an authority at terminate the CONTRACT upon seven (7) days'
BUYER’S or BUYER’S customer’s place, or the place written notice to the other party.
where the SCOPE OF SUPPLY will be used.
9.2 SULZER shall be entitled to be compensated for the
8.3 SULZER, BUYER and END USER shall support and extra costs caused by the interruption, or, in case of
assist each other without undue delay with obtaining termination, for the work done prior to termination and
any necessary information or documentation required the expenses for non-cancelable procurements.
by any authority in connection with the CONTRACT. BUYER shall be entitled to receive the work for which it
SULZER'S acceptance of the CONTRACT shall be has paid.
subject to the receipt of all necessary export
authorizations required from any governmental 10. FREE ISSUE MATERIALS
authority which has jurisdiction over this CONTRACT. Materials supplied by BUYER to SULZER (e.g.
samples to be processed or tested, product for usage
8.4 The BUYER hereby represents and warrants that it is, in performance tests, materials to be used for
and will remain in compliance with the requirements of implementation in the SCOPE OF SUPPLY, etc.) shall
all applicable export laws and regulations, including but at all times remain the property of BUYER and shall be
not limited to the U.S. Export Administration sufficiently covered under BUYER’S property
Regulations and International Traffic in Arms insurance policy. Subject to Article 6 and 7
Regulations. Such requirements include, but are not hereinabove, SULZER shall be solely liable for
limited to obtaining all required authorizations or damages caused by gross negligence or willful
licenses for the export or re-export of any controlled misconduct to FREE ISSUE MATERIALS.
item, product, article, commodity, software or
technology. Without limiting the generality of the 11. MISCELLANEOUS
foregoing, the BUYER hereby represents and warrants 11.1 Applicable Laws and Jurisdiction
that it has not been, and is not currently, debarred, a) The CONTRACT shall be construed and shall be
suspended or otherwise prohibited or restricted from interpreted in accordance with the laws of
exporting, re-exporting, receiving, purchasing, Switzerland excluding and without application of
processing or otherwise obtaining any item, product, any conflict of law rules.
article, commodity, software or technology regulated
The copyright of all documentation submitted to the client remains with Sulzer Chemtech AG Winterthur, Switzerland.
Documents must not be copied, reproduced or made available to third parties without our written consent.
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9055369 ACHABS-SON1 Rev 1
b) Nothing contained in this CONTRACT shall limit void. SULZER’S affiliated companies shall not be
the rights of SULZER available under the considered third parties for this purpose.
applicable law.
11.3 Waiver of Rights
c) In case of a dispute, the parties shall make their SULZER’S or BUYER’S failure to exercise any of its
best efforts to resolve such dispute amicably. If an rights shall not constitute or be deemed a waiver or a
amicable resolution should not be possible, the forfeiture of such rights.
competent court at SULZER's location shall have
exclusive jurisdiction. However, SULZER reserves 11.4 Severability
the right to initiate a claim against BUYER at If a provision of the CONTRACT is determined to be
BUYER'S location. void or unenforceable, this finding shall not render
other provision void or unenforceable, and SULZER
11.2 Assignment and BUYER shall make their best endeavors to
Any attempt to assign, transfer, or delegate any of the replace such provision by a valid one covering the
rights, duties or obligations herein to a third party original commercial intention as far as legally possible.
without prior written consent of the other party shall
render such attempted assignment or transfer null and
The copyright of all documentation submitted to the client remains with Sulzer Chemtech AG Winterthur, Switzerland.
Documents must not be copied, reproduced or made available to third parties without our written consent.
SULZER CONFIDENTIAL Page 20 of 21
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5 APPENDICES
The copyright of all documentation submitted to the client remains with Sulzer Chemtech AG Winterthur, Switzerland.
Documents must not be copied, reproduced or made available to third parties without our written consent.
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SULZER CONFIDENTIAL