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(Both AL and CUSTOMER are hereinafter individually referred to as the “Party” and collectively as the “Parties”)
1. Object
1.1. Under the terms and conditions of this Agreement, AL undertakes to supply the CUSTOMER at its facilities located in with
carbon dioxide at the specifications described in Appendix - I - “Product Specifications” (hereinafter referred to as the “GAS”), and
to provide the services related to such supply; and,
CUSTOMER undertakes to buy exclusively from AL all quantities of GAS, insofar as required by its facilities located in .
1.2. AL agrees to put at CUSTOMER’s disposal the equipment as described in Appendix - III - “Equipment Specifications and
Acceptance Report” (hereinafter referred to as the “EQUIPMENT”), including a storage equipment, suitable for CUSTOMER’s use
of the GAS indicated herein and CUSTOMER accepts its inclusion in this Agreement.
1.3. The supply of GAS, the EQUIPMENT installed and the related prices are based on the GAS requirements described in Appendix -
IV - “Customer Technical Data” and confirmed by CUSTOMER for its facilities located in .
1.4. The Parties will meet in the event of any significant change in CUSTOMER’s needs for its facilities located in . This Agreement
will continue, subject to the appropriate modifications, in case of transfer of the CUSTOMER’s needs mentioned herein, to another
site.
2. Prices
AL will supply GAS to CUSTOMER at the following prices:
2.1. For the GAS:
● A fixed part payable in any event including force majeure event, on the first /month
(1st) day of each calendar month, in consideration for the quantities of GAS
reserved by AL and covering the availability of the corresponding
transportation means.
● A variable part for each of GAS delivered. /
2.2. For the EQUIPMENT: a rent payable in any event, including force majeure event, on /month
the first (1st) day of each contract month.
2.3. A OPTIMAL module fee (Appendix – V – “Options and Specific Services”), payable in /month
any event, including force majeure event , on the first (1st) day of each contract month,
corresponding to the Services provided at CUSTOMER’s request.
3. Price Revision
3.1. The prices specified above shall be revised yearly for GAS according to the following price revision formula:
■ GAS P= Po (0.5 CPI / CPIo + 0.2 E / Eo + 0.3 D / Do).
■ EQUIPMENT RENTAL P = Po (0.4 + 0.6 (CPI / CPIo)).
■ SERVICES P = Po (0.4 + 0.6 (CPI / CPIo)).
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Abbreviations
P : The revised price, fixed and/or variable part.
Po : The base price.
CPI : The latest Consumer Price Index value in UAE applicable for the current month in consideration, published
by the National Bureau of Statistics, UAE.
CPIo : The base Consumer Price Index value in UAE, published by the National Bureau of Statistics, UAE, being
.
E : The latest Unit Electricity Price for industrial Units in Abu Dhabi applicable for the month in consideration.
Eo : The base Unit Electricity Price for industrial Units in Abu Dhabi for the month in consideration being
.
D : The latest Diesel price from ADNOC in /liter applicable for the month in consideration.
Do : The base Diesel price from ADNOC in /liter for the month in consideration being .
4. Terms of Payment
6. Document List
“Optimal Module Description”; “General Clauses”; Appendix-I “Product Specifications”; Appendix-II “Product Safety Data Sheet”;
Appendix-III “Equipment Specifications & Acceptance Report”; Appendix-IV “Customer Technical Data”; Appendix-V “Options and
Specific Services” are integral parts of this Agreement.
The Agreement prevails over any existing agreement concluded between the Parties and having the same purpose.
Air Liquide
Name: Name:
Title: Title:
Signature: __________________________________ Signature __________________________________
:
Date: __________________________________ Date: __________________________________
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Liquid OPTIMAL Module
The OPTIMAL module includes the following services provided by AL to CUSTOMER:
1. Scheduling of Deliveries
1.1. AL will schedule the deliveries and determine the quantities of GAS to be delivered as follows:
● for the first two (2) months after the first (1st) delivery: according to the estimation provided by CUSTOMER.
● subsequently on the consumption records of the last five (5) days, using a daily connection to the teletransmission device
included in the EQUIPMENT.
1.2.a. temporary GAS consumption estimations over or below twenty percent (20%) the daily requirements defined in this
Agreement,
1.3.a. As a general rule, when an order is placed by CUSTOMER during working hours and confirmed by it in writing (by letter
or fax, etc.), except otherwise indicated in writing by AL, AL is able to make delivery of liquid gas within ( )
business days from receipt of the written confirmation of the order. Orders placed outside working hours, will be considered
as received at the beginning of the following working day.
1.3.b. AL has implemented a system for receiving CUSTOMER’s GAS supply requests on a 24 h basis.
1.4. Deliveries can take place at any time from 9:00 a.m to 5:00 p.m on working days (Sundays to Thursdays included) except legal
traffic restrictions.
1.5. AL delivery vehicles of all sizes shall have access to the EQUIPMENT at all times.
2. Quality Documentation
2.1. Upon request, a CERTIFICATE OF CONFORMITY of the GAS will be sent once per year to CUSTOMER free of charge.
3.1. Referring to the Installation of the EQUIPMENT, the cost of transportation and installation using standard lifting equipment and
performed during current official opening hours of AL, start up of the EQUIPMENT are included in the OPTIMAL module.
4.1. If the average weekly consumption of GAS varies by more than twenty percent (20%) between two (2) consecutive weeks, AL will
send a special report to CUSTOMER.
5. Yearly Meeting
5.1. CUSTOMER and AL are to meet once a year to hold a general review on the GAS supply and the EQUIPMENT.
6. Options
6.1. Any option in addition to the above will be charged to CUSTOMER rates provided in Appendix - V - “Options and Specific services”.
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General Clauses
1. Transfer of Title
1.1. Title to the GAS and risk shall be transferred to CUSTOMER at the inlet flange of the EQUIPMENT. As from delivery, use of the
GAS will be under the entire and sole responsibility of CUSTOMER.
1.2. CUSTOMER declares that the GAS is suitable for the purposes for which it is intended.
1.3. AL rents the EQUIPMENT to CUSTOMER. AL shall keep title at all times to the EQUIPMENT. AL’s identification plates shall not be
removed from the EQUIPMENT. The EQUIPMENT may not become the subject of property seizures or claims of third parties.
2.1. AL’s liability is strictly limited to the undertakings set forth in this Agreement. AL will not be liable for any loss or damage due to
events beyond AL’s control, to the fault or negligence of CUSTOMER, and/or of a third party that AL cannot control. In the event
CUSTOMER can prove that it has suffered a loss or damage due to AL, AL shall only be liable for direct damages to tangible
property up to the maximum sum of per event, up to per year and up to for the whole duration of the Agreement.
CUSTOMER waives any right of recourse against AL, its employees, agents, representatives and insurers and shall obtain from its
insurers a waiver with respect to any third party claim and with respect to any loss or damage exceeding the above amounts.
Furthermore, it is expressly agreed that AL shall not be responsible, for any other loss, liability or claim, including but not limited to,
any indirect, direct, consequential losses or damage whatsoever, such as in particular, loss of profits, loss of production and
operating losses, that may arise in connection with this Agreement. CUSTOMER hereby waives any claim against AL, its
employees, agents, representatives and insurers and shall obtain from its insurers and equivalent waiver of the right of recourse.
2.2. AL has taken an insurance covering any financial consequence of its civil liability which may arise in the performance of its
obligations under this Agreement, and which would arise from bodily damage or direct damages caused by AL. CUSTOMER
undertakes to take an appropriate insurance covering its civil liability with respect to its employees and anything located at its
premises (including the EQUIPMENT leased by AL). Each Party will take appropriate insurance coverage for its property. Any injury
of any kind caused to each Party’s employees by the EQUIPMENT shall be borne by their employer. Such provision will not affect
the rights or the actions that may be legally taken by the victims of accidents or their successors.
3. Force Majeure
AL shall not be liable to CUSTOMER, in the case where events beyond its control occur such as, in particular, acts of God, acts of third
parties, lockout, strike, breakage of machinery or equipment, explosion, flood, fire, earthquake, failure of the communications systems,
impossibility to obtain electrical power from third parties, impossibility to obtain means of transport or essential supplies from third parties,
legal provisions, preventing it from fulfilling part or all of its contractual obligations. The performance of this Agreement will be suspended
for the duration of such events and the Agreement will be extended by the same period of time.
4. Measurement
The quantities of GAS delivered will be measured by using the differential weighing method (Weight before and after delivery).
5. Terms of Payment
5.1. Prices do not include any tax. Invoices shall include all applicable taxes in accordance with the laws in force at the time of invoicing.
5.2. Invoicing shall be done on a monthly basis and paid net of any discount at thirty (30) days from date of invoice. All fixed monthly
payments shall be invoiced in advance, on the first (1st) day of the month. Any amounts remaining due after such will bear late
payment interest from its due date (subject to prior notice of default sent by AL) at European Central Bank plus ten (10) points. The
preceding sentence is without prejudice to any other rights or remedies AL may have, such as the right to ask cash payment for
subsequent deliveries.
5.3. Quantities will be invoiced in Ton, in accordance with the following conversion factors: 1000 kg of liquid = 1 Ton.
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6. Installation of the EQUIPMENT
6.1.a. comply, for the installation and operation of the EQUIPMENT and for the utilities it provides, with regulations and in
particular will obtain and maintain all necessary permits.
6.1.b. provide or supply free of charge and properly maintain with safe and easy access at all time to AL personnel and delivery
trucks a location for the EQUIPMENT as well as all construction work, fences, safety devices, power supply, telephone
line, water, cranage as and when applicable etc. in accordance with the instructions given by AL. Utilities are described in
Appendix - IV - “Customer technical data”.
6.1.c. connect its own piping to the outlet flange of the EQUIPMENT and take appropriate measures to prevent any back-flow
into the EQUIPMENT.
6.2.b. ensure the compliance of the EQUIPMENT itself with the applicable regulations in force.
6.2.c. provide at start up, a safety orientation of the EQUIPMENT to CUSTOMER which is done at the location of the
EQUIPMENT.
6.3. An Acceptance Report of the EQUIPMENT, describing the EQUIPMENT and containing the CUSTOMER’s confirmation that the
connections made by it are suitable and that the utilities are ready to be supplied, shall be signed by both Parties at the start up of
the EQUIPMENT. It will be attached to this Agreement.
7.1. AL undertakes to perform the maintenance of the EQUIPMENT due to normal wear and tear, pursuant to applicable rules and
regulations. CUSTOMER agrees that AL may subcontract part of its obligations to a third party.
7.2. Following installation of the EQUIPMENT, external cleaning of the EQUIPMENT requested by CUSTOMER will be at its own
expense.
7.3. After a telephone diagnostic, AL will intervene in case of emergency safety maintenance within twelve (12) hours from receipt of a
notification by CUSTOMER but no guarantee is given on the actual repair time.
7.4. CUSTOMER shall be responsible for any damage to the EQUIPMENT that is not attributable to the negligence of AL.
7.5. CUSTOMER undertakes not to perform any type of work or change on the EQUIPMENT or its location without formal written
acceptance from AL. Any change in the installation or any relocation of the EQUIPMENT requested by CUSTOMER shall be made
by AL at CUSTOMER’s expense.
7.6. Upon termination of this Agreement, for any reason whatsoever, AL will have the right to remove the EQUIPMENT. The cost of
emptying, dismantling and the transport of the EQUIPMENT shall be borne by CUSTOMER.
7.7. For safety reasons, CUSTOMER undertakes to have the EQUIPMENT filled only by AL or its subcontractors.
7.8. As owner of the EQUIPMENT, AL may decide, at its own cost, to change or modify the EQUIPMENT, in order to provide
CUSTOMER with optimal service and reliable supply both in terms of quality and safety.
8. Safety
8.1. AL has provided CUSTOMER with Safety Data Sheet applicable to the GAS in Appendix - II. AL shall give to CUSTOMER 24 hour
a day and 7 day a week service, for dealing with safety problems related to the EQUIPMENT (the telephone number will be displayed
on the storage).
8.2. CUSTOMER shall provide AL with internal safety rules applicable to its site and such rules will be complied with by AL. AL and
CUSTOMER will jointly establish a prevention plan related to all works performed by AL at CUSTOMER’s site. CUSTOMER will
establish with AL subcontractors a safety protocol related to all deliveries performed by AL at CUSTOMER’s site.
9. Confidentiality
The terms of this Agreement will not be disclosed to any third party by either of the Parties without written consent from the other Party.
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10. Transfer and Assignment
This Agreement will continue upon the transferees, assigns or successors of either of the Parties in case of transfer of rights, acquisition,
take-over, merger or, subject to the appropriate modifications, in case of transfer of the CUSTOMER’s needs mentioned herein, to another
site.
AL will have the right to assign its rights and obligations under the Agreement in part or in whole to any affiliate of the Air Liquide group
by informing the CUSTOMER in writing of such assignment. For the avoidance of doubt, the consent of the CUSTOMER is not required
for such assignment.
This Agreement is governed by the laws of the United Arab Emirates as applicable in the Emirate of Dubai. Any dispute that may arise in
connection with this Agreement that cannot be settled amicably shall be finally settled under the rules of Arbitration of the International
Chamber of Commerce (ICC) by three (3) arbitrators appointed in accordance with the said rules. The seat of arbitration shall be
and the language shall be English. The arbitral award shall be final and binding upon the Parties.
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Appendix - I - Product Specifications
Reference: reference
Customer-
customer number
Nb:
Company: company name
Site
site identification
location :
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Appendix - II - Product Safety Data Sheet
Reference: reference
Customer-
Nb: customer number
Company: company name
Site
location : site identification
The following safety data sheets have been given to the CUSTOMER:
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Appendix - III - Equipment Specifications and Acceptance Report
To be filled at startup of the EQUIPMENT and at each modification of the EQUIPMENT
Reference: reference
Customer-Nb: customer number
Company: company name
Site location : site identification
Date, Place
Name, signature and CUSTOMER NAME’s stamp Name, signature and AIR LIQUIDE COUNTRY stamp
ACCEPTANCE REPORT To be filled and signed after completion of the installation before start-up of the EQUIPMENT.
AL representative present at start up:
Start up date and time from to
Leak testing of the EQUIPMENT performed successfully ☐yes comments
Safety sign and phone number put on the EQUIPMENT ☐yes comments
The EQUIPMENT complies with the applicable regulations ☐yes comments
Operating instruction have been given to the customer ☐yes comments
EQUIPMENT value at start up value
CUSTOMER declares that all civil works and utilities connections have been provided following [AL] requirements. (concrete slab, fence,
safety devices, water, power supply and plug, telephone line,…) ☐yes ☐no
Remarks
Standard transportation and erection apparatus has been used for the installation ☐yes ☐no
Remarks
The following safety instructions related to the GAS and the use of the EQUIPMENT have been communicated to the customer:
List
ACCEPTANCE
The installation and commissioning of the EQUIPMENT as described in this EQUIPMENT Acceptance Report with the remarks specifically
stated herein, has been successfully performed. Therefore, gives its approval to start up.
Date, Place
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Name, signature and CUSTOMER NAME’s stamp Name, signature and AIR LIQUIDE COUNTRY stamp
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Appendix - IV - Customer Technical Data
Reference: reference
Customer-Nb: customer number
Company: company name
Site location : site identification
Product name
Indicate in which form the gas is consumed ☐liquid form ☐gaseous form
If the average daily consumption deviates more than 20% from the above mentioned initial definition, the Parties will meet in order to find a
solution appropriate to the new profile.
EXECUTION OF DELIVERIES:
Deliveries are executed according the planning of AL, as described in the Contract Module ☐
UTILITIES:
UTILITY SUPPLY:
☐Steam flow rate /h temperature °C pressure bar remarks
☐Water flow rate /h temperature °C pressure bar quality
☐Electricity voltage power KW fuse A remarks
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OTHER UTILITIES:
OTHER UTILITIES:
☐other utility description
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Appendix - V - Options and Specific Services
Deliveries times:
☐Standard
☐Restricted
OPTIONAL SERVICES:
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