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COMMERCIAL & TECHNICAL PROPOSAL

Project: Sonpipat AP1


Enquiry No.: for order 171035
Proposal No.: 9055369 ACHABS-SON1
Revision: 1
vision: 0

SULZER CONFIDENTIAL
9055369 ACHABS-SON1 Rev 1

Sulzer Chemtech GmbH


Rudolf-Diesel-Strasse 14
35440 Linden, Deutschland

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

Project: Sonpipat AP1


Enquiry No.: for order 171035
Proposal No.: 9055369 ACHABS-SON1
Revision No.: 1

Dear Mr. Bublitz,

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

1 COMMERCIAL PROPOSAL .................................................................................................... 4


PRICES AND INCOTERMS ...................................................................................................... 4
TERMS OF PAYMENT ............................................................................................................ 4
DELIVERY TIME ................................................................................................................... 4
VALIDITY ............................................................................................................................. 4
ORDER PLACEMENT............................................................................................................. 5
COUNTRY OF ORIGIN ........................................................................................................... 5
MECHANICAL W ARRANTY ..................................................................................................... 5
PERFORMANCE AGREEMENT ................................................................................................ 6
EXPORT CONTROL............................................................................................................... 6
COMPENSATION FOR CANCELLATION BY BUYER .................................................................... 6
TERMS & CONDITIONS OF SALES .......................................................................................... 6
OVERALL LIMITATION OF LIABILITY ........................................................................................ 7
CONFIDENTIALITY ................................................................................................................ 7
2 TECHNICAL PROPOSAL ........................................................................................................ 8
DESIGN BASIS ..................................................................................................................... 8
SCOPE OF SUPPLY .............................................................................................................. 8
CRATING ............................................................................................................................. 9
SPARE PARTS ..................................................................................................................... 9
DOCUMENTATION ................................................................................................................ 9
INSPECTION AND TESTING .................................................................................................... 9
MATERIAL QUALITIES ......................................................................................................... 10
MANUFACTURING .............................................................................................................. 10
QUALITY MANAGEMENT SYSTEM (QUALITY, ENVIRONMENT, SAFETY AND HEALTH) ................ 10
INSTALLATION, SUPERVISION AND VESSEL INSPECTIONS ...................................................... 10
INCLUSIONS/EXCLUSIONS................................................................................................... 11
3 SULZER OVERVIEW ............................................................................................................. 12
4 GENERAL TERMS AND CONDITIONS OF SALE ................................................................. 13
5 APPENDICES ........................................................................................................................ 21
HYDRAULIC DATA SHEETS ................................................................................................. 21

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

Prices and Incoterms

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

Item Services Prices in EUR

2.2.1 ID 3880 mm - demister, packing, distributor

Manufacturing in Europe 97’800 €

Manufacturing in India 66’800 €

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

The present proposal is valid for 30 days.

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

Please send your order to :

Sulzer Chemtech AG
Separation Technology (ST)
Neuwiesenstrasse 15
CH-8401 Winterthur

Email: de.chemtech@sulzer.com

Country of Origin

Sulzer Chemtech is an internationally active company which operates several manufacturing


plants world-wide. We reserve the right to select the appropriate Sulzer Chemtech
manufacturing site, or as the case may be a subcontractor, in compliance with all agreed
conditions and measures for quality assurance.

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.

The selection of the material of construction remains in the client's responsibility.

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

For any performance agreement a separate Performance Agreement document of Sulzer


Chemtech is required. Only the properties named expressly in this document are valid.

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.

Compensation for Cancellation by Buyer

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.

Terms & Conditions of Sales

Our proposal is based on our:


"Sulzer Chemtech General Terms and Condition of Sales"

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

Overall Limitation of Liability

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
9055369 ACHABS-SON1 Rev 1

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.

Any performance guarantee, assured quality or specification may only be accepted, if


expressly identified as such.

Process and Design Notes

For the designs chosen for your application please refer to the attached hydraulic data
sheets.

Scope of Supply

2.2.1 Column Tag No.: C1


Column ID.: 3.880 mm
Manway ID.: 600 mm
Qty Description ID (mm) Material
Section 1
1 Sulzer KnitMesh™ Mist Eliminator 3.880 304L/1.4307
- Pad type: 9036
- Pad thickness: 150 mm
Including top and bottom grids
Fastening as per Sulzer standards
Section 2
1 VEPW Splash Plate Liquid Distributor 3.880 410S/1.4000
16 Elements Sulzer MellapakPlus™ 252.Y 3.880 410S/1.4000
- Height per element approx. 216 mm
- Total packing bed height approx. 3456 mm
---------- ----------
Estimated Net Weight kg 4.360

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

Goods will be packed according to Sulzer Chemtech’s standards in seaworthy massive


crates.

Estimated shipping specification

Approximate shipping weight: ~ 7100 kg


Approximate shipping volume: ~ 70 m3

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.

Fasteners (Bolts, Nuts, Clamps, Wedges) 10 %

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:

 General arrangement and attachment drawings including the dimensions of welded


attachments which are in direct connection with our scope of supply such as support rings,
clips, brackets, ring channel for the liquid collector etc.
 Detailed drawings of the internals
 Sulzer Chemtech standard installation instructions
 Certificate of compliance according to EN 10204-2.1
 Material certificate for main materials such as sheets, plates, tubes, pipes according to EN
10204-3.1.

Standard language for our documentation is German and/or English.

Inspection and Testing

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.

Additional inspection and testing options are available, upon request:

Tests such as Positive Material Identification (PMI)


Liquid penetrant testing (PT)

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:

Main material Bolting Clamps/wedges/washers etc.


SS 410S 410 or equivalent 410S
SS 304(L), 321 304, A2 or A4 304(L), 321

Manufacturing

Welding

Welders and welding procedures are qualified to ASME IX.

Bolting

All bolting for this project will be furnished in the metric system of units.

Quality Management System (Quality, Environment, Safety and Health)

The Management System of Sulzer Chemtech has been certified by SGS in accordance to
ISO 9001, 14001 and OHSAS 18001.

Installation, Supervision and Vessel Inspections

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

The items below are included in our scope of supply:

 Supply according chapter 2.2


 Documentation according to chapter 2.5
 Inspection and testing according to chapter 2.6
 Pickling & passivating distributor
 Spare parts according to chapter 2.4
 Fumigation for wood crates
 All necessary small parts for assembly and fixation such as bolts, nuts, clamps and
wedges.

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.

 Any performance agreement


 Supports, support-rings, downcomer bars, clips, brackets, ring channels, baffles and all
other parts welded to the column wall, if not otherwise specified in the scope of supply
 Secured bolting
 Design, supply and installation of column shell, nozzles, gaskets and manholes.
 Erection, field supervision and/or commissioning.
 Costs of inspectors, special certificates and tests such as positive material identification,
non-destructive testing other than visual test, etc.
 All feed inlet devices and internal piping, if not otherwise specified in the scope of supply
 Support beams, if not otherwise specified in the scope of supply
 Special fixations for horizontal installation or transport
 NACE requirements
 Storage costs (35.- EUR per m3 and month) related to shipment delays not caused by
Sulzer
 Any other items or services which are not specified in the above stated scope of supply or
documentation.

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

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.

Tower field Services

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.

Research, Testing and Production Services

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
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4 General Terms and Conditions of Sale

1. GENERAL maintenance, inspection, installation, repair and/or


1.1 Definitions modification work or other services specified in the
CONTRACT.
“BUYER” means an individual or entity which signs
the CONTRACT documents as counterpart to “FINAL ACCEPTANCE” means the document issued
SULZER. by the BUYER or the END USER at the beginning of
the warranty period or, if no FINAL ACCEPTANCE
“CONTRACT” means the PURCHASE ORDER plus document is issued, then the document evidencing
all documents referred to therein. shipment of the goods or completion of the services.
For consignment goods, FINAL ACCEPTANCE will
"DELIVERY TERM" shall have the meaning as take place at the date of removal of goods from stock,
established in the version of the INCOTERMS in place usually at the point of consumption.
as of the effective date of the contract.
“GENERAL TERMS” means these General Terms
“EFFECTIVE DATE” means the date of the ORDER and Conditions of Sale of SULZER.
CONFIRMATION. If BUYER expresses its objection to
the ORDER CONFIRMATION within three (3) working “INSTALLATION SERVICES” shall have the same
days after receipt of the ORDER CONFIRMATION, meanings as “FIELD SERVICES”.
EFFECTIVE DATE shall be the date on which BUYER
and SULZER reach common agreement on the “ORDER CONFIRMATION” means the document
CONTRACT. provided by SULZER to BUYER as a response to
BUYER’S purchase order documents either by e-mail,
"END USER" shall have the same meaning as facsimile or as a hardcopy.
BUYER. However, if the BUYER and END USER are
not the same individual or entity, then the term "END "PLANT" means the BUYER or END USER facility for
USER" shall mean the individual or entity for which the which SULZER work is produced and/ or supplied or
BUYER is obtaining the SCOPE OF SUPPLY. services provided.

“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.
Page 13 of 21
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9055369 ACHABS-SON1 Rev 1

2.2 BUYER acknowledges and agrees that the delivery of


“SULZER” means the company which issued the
the SCOPE OF SUPPLY may be delayed and
ORDER CONFIRMATION. rescheduled in order to accommodate delays caused
by:
a) Events of Force Majeure as defined in this
1.2 These GENERAL TERMS apply to all work provided CONTRACT;
b) Failure of BUYER or BUYER'S representative to
by SULZER except for the SULZER business related timely make any required advance payments;
to disposable mixing devices. c) Failure of BUYER or BUYER'S representative to
timely provide;
I. revised or additional specifications;
BUYER is hereby given notice that any deviations from II. approval drawings; or
III. other items, documentation or materials
these GENERAL TERMS are expressly rejected necessary to complete the SCOPE OF SUPPLY.
unless such deviations are otherwise agreed upon in a d) Any other reasons beyond SULZER'S control

mutually signed document.


2.3 SULZER reserves the right to suspend production of

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

and, unless otherwise mutually agreed in the Letter(s) of Credit.

PURCHASE ORDER, will be made EX WORKS.


In such event, SULZER reserves the right to charge

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. PRICE AND PAYMENT SULZER for the performance of the SCOPE OF


3.1 The prices for the SCOPE OF SUPPLY are those SUPPLY by SULZER or its sub-suppliers, respectively.
stated in the CONTRACT and are fixed and firm until In case BUYER would not be authorized to order said
fulfillment of CONTRACT. For work carried out on a performance from SULZER without violation of
time basis, the prices shall be determined in intellectual property rights of third parties, or if such
accordance with the hourly rates specified in the right should be challenged, BUYER shall inform
CONTRACT. If no agreement on hourly rates has been SULZER without any delay. In this case, SULZER shall
made, the hourly rate applied by SULZER for other stop the work until the approvals needed for the
customers and comparable work shall apply. All prices performance have been obtained.
are exclusive of excise duties, VAT, sales or similar
taxes and duties. 4.2 Each party to the CONTRACT retains all rights to any
technical documents provided to the other party. The
3.2 Unless otherwise agreed in writing, full payment for the party receiving such documents recognizes these
SCOPE OF SUPPLY shall be due within thirty (30) rights and shall, without previous written consent of the
days of issue of an invoice by SULZER. other party, not make these documents available to
any third party, either in whole or in part, nor use them
3.3 If BUYER disputes any item or charge listed in the
invoice, BUYER shall state the item or amount of the for any purpose other than to fulfill the CONTRACT.
charge in dispute and the reasons for such dispute in
writing within such thirty (30) day time
period. However, all undisputed amounts shall remain 4.3 Any know-how, inventions, patents or copyrights or the
due as specified above.
3.4 At SULZER’S discretion, an interest charge of six like belonging to or provided by SULZER and used for
percent (6%) per annum will be charged against any or developed in the course of the fulfillment of the
outstanding balance effective as of the due date of the
balance. CONTRACT by SULZER shall remain SULZER’S
property, and no ownership shall be transferred to

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

offs or otherwise. copyrights is made available (machinery, paper,


electronic medium, etc.). However, BUYER shall be

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
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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

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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

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SULZER CONFIDENTIAL Page 17 of 21
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SCOPE OF SUPPLY available for SULZER to


repair or replace. SULZER shall not be responsible 6.7 Hazard Warning Responsibility
for the disassembly, removal or reinstallation of the BUYER and SULZER acknowledge that each have
SCOPE OF SUPPLY. respective obligations with respect to maintaining
compliance with all safety and health related
d) Early termination of Warranty Period regulations concerning SCOPE OF SUPPLY. BUYER
The warranty periods stipulated in 6.1 through 6.3 is familiar with the SCOPE OF SUPPLY and
above shall terminate if BUYER or a third party acknowledges its separate and independent
undertake inappropriate or improper modification or knowledge of such risks, which are known in BUYER'S
repairs, or if the BUYER, in case of a defect, does industry. BUYER shall maintain compliance with all
not as soon as reasonably possible take safety and health related governmental requirements
appropriate steps to mitigate damages and to notify concerning SCOPE OF SUPPLY and shall take all
SULZER in writing of its obligation to remedy such reasonable and practical steps to inform, warn, and
defect. familiarize its employees, agents, contractors, and
customers with all hazards associated therewith,
e) Exclusion from SULZER’S Waranty including handling, shipment, storage, use, and
Excluded from SULZER’S warranty and liability for disposal. BUYER assumes as to its own employees,
defects are all deficiencies which cannot be proved its independent contractors, and subsequent
to have their origin in bad material, faulty design (if purchasers of the SCOPE OF SUPPLY sold
applicable), or poor workmanship. Also excluded hereunder, all responsibility for any and all necessary
from SULZER’S warranty and liability for defects warnings or other precautionary measures. BUYER
are deficiencies resulting from normal wear and shall defend at its own expense, indemnify fully and
tear, improper maintenance, failure to observe the hold harmless SULZER and its parents, subsidiaries,
operating instructions provided by SULZER or and affiliates and its and their agents, officers,
deficiencies resulting from other reasons beyond directors, employees, representatives, successors, and
SULZER’S control, including damages caused by assigns from and against any and all liabilities, losses,
erosion or corrosion. For supplies and services of damages, demands, claims, penalties, fines, actions,
those subcontractors prescribed by the BUYER, suits, legal, administrative or arbitration proceedings,
SULZER assumes warranty, guarantee and/or judgments of any jurisdiction, costs and expenses
liability for defects only to the extent that such (including, but not limited to, attorney’s fees and
subcontractors assumed warranty, guarantee related costs) arising out of or in any manner related to
and/or liability obligations in its contract with BUYER'S failure to provide necessary warnings or
SULZER. other precautionary measures in connection with the
SCOPE OF SUPPLY sold hereunder.
f) Dismantling and Reassembly
To the extent necessary to remedy the defect, 7. OVERALL LIMITATION OF LIABILITY
BUYER or END USER shall, at their own expense, NOTWITHSTANDING ANYTHING TO THE
arrange for any dismantling and reassembly of CONTRARY IN THIS CONTRACT, INCLUDING ALL
EQUIPMENT. DOCUMENTS MAKING PART THEREOF AND TO
THE MAXIMUM EXTENT PERMITTED BY LAW, IN
g) No Additional Warranties or Representations NO EVENT SHALL SELLER BE LIABLE TO THE
SULZER MAKES NO WARRANTY OR BUYER FOR LOSS OF PROFIT OR REVENUE,
REPRESENTATION TO THE SCOPE OF LOSS OF USE, INTERRUPTION OF PRODUCTION,
SUPPLY OTHER THAN AS SPECIFIED IN THIS COST OF CAPITAL, COST OF PURCHASED OR
SECTION. ALL OTHER WARRANTIES, REPLACEMENT POWER, ANY AND ALL COSTS
EXPRESS OR IMPLIED, INCLUDING BUT NOT RELATING TO DELAY, OR FOR INDIRECT,
LIMITED TO THE IMPLIED WARRANTIES OF PUNITIVE, SPECIAL, INCIDENTAL OR
MERCHANTABILITY AND FITNESS FOR A CONSEQUENTIAL DAMAGES, OR CLAIMS BY THE
PARTICULAR PURPOSE, ARE HEREBY BUYER’S CUSTOMERS FOR SUCH DAMAGES, IN
DISCLAIMED. CONNECTION WITH THIS CONTRACT, WHETHER

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Documents must not be copied, reproduced or made available to third parties without our written consent.
SULZER CONFIDENTIAL Page 18 of 21
9055369 ACHABS-SON1 Rev 1

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

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SULZER CONFIDENTIAL Page 19 of 21
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

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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

Hydraulic Data Sheets

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Documents must not be copied, reproduced or made available to third parties without our written consent.
Page 21 of 21
SULZER CONFIDENTIAL

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