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H2 Mahler

This document is a quotation from Mahler AGS GmbH to Unilever for a hydrogen generation plant. It includes: - Contact information for both companies - Description of the plant being quoted, including capacity and operating conditions - Pricing details for the plant and optional additional equipment - Terms of payment including a staged payment schedule requiring letters of credit - Standard terms and conditions for taxes, delivery timelines, performance testing, warranties, liability, confidentiality, force majeure, and arbitration.

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0% found this document useful (0 votes)
113 views9 pages

H2 Mahler

This document is a quotation from Mahler AGS GmbH to Unilever for a hydrogen generation plant. It includes: - Contact information for both companies - Description of the plant being quoted, including capacity and operating conditions - Pricing details for the plant and optional additional equipment - Terms of payment including a staged payment schedule requiring letters of credit - Standard terms and conditions for taxes, delivery timelines, performance testing, warranties, liability, confidentiality, force majeure, and arbitration.

Uploaded by

Ananta Putraa
Copyright
© © All Rights Reserved
We take content rights seriously. If you suspect this is your content, claim it here.
Available Formats
Download as PDF, TXT or read online on Scribd
You are on page 1/ 9

QUOTATION

for

UNILEVER
Sei Mangkei, North Sumatra
INDONESIA

COMMERCIAL PART

SELLER: MAHLER AGS GMBH


Inselstrasse 140
70327 Stuttgart
Germany
Tel.: +49 (711 ) 87030 - 0
Fax.: +49 (711 ) 87030 - 200

Contact for comm. Part Joachim Heyden Tel.: -182


Contact for techn. Part Joachim Heyden Tel.: -182

BUYER: UNILEVER
Sei Mangkei, North Sumatra
INDONESIA

Type of Plant: HYDROFORM-C


Hydrogen generation plant
with combustion air preheating

Capacity: 300 Nm³/h (1,013 bar, 273,15 K)


Pressure: min. 13 bar(abs) exit PSA-unit
Purity: min. 99,99 vol.%
Feedstock: Natural Gas
Location: KEK Sei Mangkei North Sumatra

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TABLE OF CONTENTS

1 DEFINITIONS ........................................................................................................... 2
2 PRICES .................................................................................................................... 3
3 TERMS OF PAYMENT ............................................................................................. 4
4 TAXES AND DUTIES ................................................................................................ 4
5 TIME OF DELIVERY................................................................................................. 5
6 PERFORMANCE TEST ............................................................................................ 5
7 WARRANTY ............................................................................................................. 6
8 LIMITATION OF LIABILITY ....................................................................................... 7
9 CONFIDENTIALITY .................................................................................................. 7
10 FORCE MAJEURE ................................................................................................... 7
11 INSURANCE ............................................................................................................ 8
12 ARBITRATION .......................................................................................................... 8
13 VALIDITY / CONTRACT ........................................................................................... 8

1 DEFINITIONS

Wherever used hereinafter, the following expressions shall have the following meanings:

BUYER means UNILEVER, Sei Mangkei North Sumatra, Indonesia.

SELLER means MAHLER AGS GmbH, Inselstrasse 140, D-70327 Stuttgart, Germany.

QUOTATION means SELLER`s Proposal consisting of the COMMERCIAL PART and the
TECHNICAL PART including appendixes.

PLANT means the equipment and materials to be supplied by the SELLER under the
CONTRACT as specified under “Scope of Supply” in the TECHNICAL PART and in the
document “Split of Responsibility”.

MECHANICAL COMPLETION means that the erection of the PLANT has been
completed and purging of pipes, test runs of machinery, etc. can start.

CONTRACT means the contract for the PLANT to be concluded between SELLER and
BUYER in the event of order signature, receiving the down payment on SELLER’s bank
account, L/C opening, acceptance resp. confirmation of L/C and SELLER’s board
approval after signing the contract.

The “General Conditions for the Supply and Erection of Mechanical/Electrical and
Associated Electronic Products” ORGALIME SE01 resp. “ORGALIME S2000” (if
applicable) is applicable if not otherwise stated in this quotation.

The terms “EXW” and “FOB” are to be interpreted in accordance with INCOTERMS
2010.

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2 PRICES
2 .1 The prices for the PLANT as described in the Technical Part and in the document
“Split of Responsibility” are net without legal VAT and are to be understood EXW
German/European manufacturers/workshops without packing in accordance with the
INCOTERMS 2010:

Prices: EURO
1 H2-plant with a capacity of 300 Nm³/h as described in 2.160.000,--
TECHNICAL PART and the Split of Responsibility EXW
German/European manufacturers/workshops without
packing

Options/additional cost:
CO-analyzer for H2-product (to be installed in a 35.400,--
container/building)
Control Container 38.800,--
UPS for instrumentation 12.800,--
(230 VAC, 7 kVA and 24VDC 60A for approx. 20-30
minutes)

Logistics for packing, seaworthy packing and transport to on cost + 20% handling
FOB German/European Seaports fee
Spare Parts for two years of operation (proposed, (approx. 3,0% of plant-price)
detailed spare parts list will be handed during execution
of the project)
Supervision of erection and commissioning on daily rate 1.270,-- € per day plus
basis plus expenses according to the GENERAL expenses valid in 2017 for 5
CONDITIONS FOR ERECTION, COMMISSIONING working days per week and
AND MAINTENANCE SERVICES OUTSIDE GERMANY 10 working hours per day

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3 TERMS OF PAYMENT
Staged payments of the price as per 2 shall be made by BUYER to SELLER net without
any deduction 30 days after the invoice date - in EURO - as follows:

20 % down payment after signing the CONTRACT respectively date of order against
invoice.

30 % down payment 5 months after signing the CONTRACT respectively date of


order against invoice.

50 % upon pro rata EXW delivery of equipment and material of the PLANT against
shipping documents or 4 weeks after advice of readiness for dispatch if
delivery is delayed by reasons for which SELLER is not responsible.

The second and further instalments covered by means of an irrevocable Letter of Credit
(L/C) according to the UCP 600 opened by the BUYER in favour of the SELLER at an
international first class bank confirmed by a German first class bank, payable in the
Federal Republic of Germany at sight, i. e. advice of readiness of dispatch of the goods,
against presentation of the usual shipping documents or against storage certificate in
case the dispatch should be delayed for reasons beyond the seller's control. The L/C
has to be opened at order date and it shall not expire earlier than four months after the
material has been shipped on board or transported to the site. The mentioned
shipment/delivery date in the L/C has to be at least 2 months after the contractual
shipment/delivery date. Partial shipment/delivery is allowed.

In case extension of L/C expiration date shall become necessary, BUYER will extend the
validity of the L/C upon SELLER’s request. All related expenses for Letter of Credit will
be borne by BUYER.
In case of delayed payments attributable to the BUYER, the execution of the project will
be stopped and the delivery time will be extended accordingly. In addition interests for
delayed payments in the height of 4% will be charged.

All services which will be quoted in addition on a daily rate basis are payable net without
any deductions against invoice within 30 days after the invoice date based on Mahler’s
current GENERAL CONDITIONS FOR ERECTION, COMMISSIONING AND
MAINTENANCE SERVICES OUTSIDE GERMANY.

4 TAXES AND DUTIES


All taxes including income taxes levied in the Federal Republic of Germany shall be
borne by SELLER, while those arising outside Germany, either on SELLER, its
subcontractor and/or SELLER`s/subcontractors personnel, shall be borne by BUYER.

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5 TIME OF DELIVERY
The time of delivery amounts to approx. 12 months EXW after coming into force of
CONTRACT, receipt of down payment on SELLER’s bank account, L/C opening and
acceptance resp. confirmation of L/C.

In case the delivery of the PLANT will be delayed due to reasons SELLER is not responsible
for, the PLANT will be put into a warehouse and the additional costs for storage of the goods
will be borne by BUYER.

In case the delivery date is exceeded/delayed due to SELLERS responsibility, the


BUYER is entitled - to the exclusion of further claims - to a compensation for damage
from undue delay. This amounts is equivalent to the damage caused by the delay, but
limited to 0,3% for each week completed up to a maximum of 3% of the CONTRACT
price.

In case the delivery date is exceeded/delayed due to BUYER’S responsibility the


delivery time/date will be extended accordingly. A delay in the contractual payment
obligation by the BUYER automatically results in an equivalent extension of the delivery
time.

6 PERFORMANCE TEST
SELLER`s performance warranties shall be demonstrated in a performance test.
The performance test shall begin immediately after startup and after the PLANT has
operated under steady design conditions. The performance test will be carried out by
operating the PLANT for 24 consecutive hours according to SELLER`s instructions and
recommendations. During the performance test a period of 12 hours shall be selected
and the average results obtained during this period shall form the basis of comparison
between actual performance and SELLER`s performance warranties taking into
consideration the respective tolerances of measuring devices. On the basis of these
results the PLANT shall be accepted by BUYER and a test report shall be signed to that
effect by the parties not later than one week after termination of the performance test.
Partial acceptances shall be possible, nonacceptance shall be restricted to that part or
area of the PLANT which is distinctly associated with a deficiency.

If after start of the performance test, during successful operation, the PLANT is shut
down for any reason for which SELLER is not responsible, the portion of the
performance test completed prior to such shut-down shall be the basis of calculating the
performance values.

For the performance test, only those measuring instruments which are shown in the P & I
diagram will be used by SELLER to proof the named data, warranted values and
specifications. Apart from that no measuring will be effected on the part of SELLER.
Additional needed or desired instruments have to be provided by the BUYER.

If necessary, further details, in particular measuring methods, shall be agreed upon by


the parties in due course of time.

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7 WARRANTY
7.1 Mechanical Warranty
SELLER warrants that the equipment and material delivered by SELLER under the
CONTRACT will be free from any defects resulting from faulty design, material or
workmanship for a period of 12 months after MECHANICAL COMPLETION or
18 months after EXW delivery respectively advice of readiness of dispatch if delivery is
delayed due to reasons beyond SELLER's responsibility, whichever is earlier.

This warranty does not apply in cases such as ordinary wear and tear, disregard by
BUYER of operating instructions, excessive overloading or unsuitable operating
conditions, or if BUYER or any third party has undertaken alterations or repairs without
the prior written consent of SELLER.

For replaced or repaired parts the same warranty conditions shall apply during a period
of 12 months from the date of such repair or replacement.

7.2 Performance Warranty


Provided that the PLANT is constructed in accordance with the supplied engineering
documents, erection is supervised by SELLER's personnel and started up by SELLER's
qualified personnel, operated continuously based on the instruction of the SELLER and
provided that utilities are available in sufficient quantity and quality, as specified in the
TECHNICAL PART, SELLER warranties the performances for H2-quantity and natural
gas consumption as stated in the TECHNICAL PART with ±2% and the hydrogen purity
with no tolerance.

7.2.1 When the PLANT has reached the warranted performances during the performance
test, the PLANT is to be considered as accepted.

7.2.2 In the event that the PLANT fails to reach the warranted performances by reasons for
which SELLER is responsible, SELLER shall to the exclusion of any further claims at
its own cost carry out such remedial work as is necessary to achieve the warranted
performances in a further performance test within a period of 3 months from start-up
or at its own discretion pay liquidated damages in accordance with article below.

7.2.3 When after such remedial work the PLANT has reached the warranted performances
or SELLER has accepted to pay liquidated damages the warranties as per article 7.2
are to be considered as fulfilled and the PLANT as accepted.

7.2.4 Liquidated Damages


In the event the warranted performances of the PLANT as per art. 7.2 are not
achieved during the performance test by reasons for which SELLER is responsible,
BUYER shall to the exclusion of any further claims be entitled to demand the following
liquidated damages. Cost consequences of performance deviations shall be
compensated with each other.

7.2.4.1 Capacity
For each 1 % of capacity not achieved liquidated damages amounting to 0,5 % of
the price as per art. 2, limited to a maximum aggregated amount of 5 % of the price
as per art 2 of the CONTRACT.

In the event that the capacity achieved is less than 90 % of the warranted capacity,
SELLER shall modify the PLANT until at least 90 % of the warranted capacity is
obtained.
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7.2.4.2 Natural gas consumption
The cost of the natural gas consumption in excess of the warranted figure is
1.500 Euro/Nm³.

7.3 Purity
Should the warranted purity not be achieved SELLER shall modify the PLANT until the
warranted purity is obtained.

8 LIMITATION OF LIABILITY
All claims which may arise against SELLER out of or in connection with the execution of
the CONTRACT shall to the exclusion of any further claims be limited to a maximum
aggregated amount equivalent to 5 % of the price as per article 2 of the CONTRACT,
except however any amounts effectively paid by SELLER`s insurance.

SELLER has legal liability insurance with a coverage amount of EURO 2.000.000 for
personal injury and/or damage to third parties.

SELLER shall not in any circumstances be liable for any indirect and/or consequential
damages of any nature, such as loss of use, production, business or loss of profit.

9 CONFIDENTIALITY
BUYER shall treat as confidential and hold in strict confidence any data, documents and
other information which BUYER may receive from SELLER in connection with the
PROPOSAL/CONTRACT and shall not use such data, documents and other information
in any way other than for the purpose of evaluating the PROPOSAL and for the
execution of the CONTRACT. BUYER shall not make available such data,
documentation and other information to any third party without the prior written consent
of SELLER.
The foregoing provisions of confidentiality shall not end on termination of the
CONTRACT, however, they do not apply to data, documents, and other information
which were already in BUYER`s possession prior to disclosure thereof, or which are or
thereafter become, through no act or failure to act on BUYER`s part, part of the public
domain by publication or otherwise, or are subsequently disclosed to the BUYER by third
parties having the right to disclose the same without any restriction of user or obligation
of confidentiality, but even then BUYER shall not disclose that such data, documents,
and other information were acquired from the SELLER. Buyer is not allowed to reuse the
documents for another plant.

10 FORCE MAJEURE
Force majeure shall include, but not be limited to: Forces of nature such as storm,
earthquake and flood, embargoes, confiscation, war, fire, revolution, insurrection, public
protest actions, sabotage, labour disputes or other industrial disturbances, scrap
material, unforeseeable traffic and transportation problems or any other cause beyond
the influence or control of the parties which occur after the effective date of the
CONTRACT.

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The party which invokes force majeure shall immediately give written notice to the other
of such an event and inform it of the estimated duration.
The party which invokes force majeure shall not be responsible for failures to fulfil its
obligations of the CONTRACT, except in respect of payment obligations, if fulfilment has
been delayed, hindered, interfered with or otherwise prevented by force majeure. Force
majeure shall extend the periods of the CONTRACT by the duration of such force
majeure cause plus a reasonable initial period.

Should one or both of the parties be prevented from fulfilling their obligations under the
CONTRACT by force majeure lasting continuously for a period of at least six months, the
parties shall consult with each other regarding the future implementation of the
CONTRACT.

11 INSURANCE
During the performance of the work insurance shall be provided as follows:

BUYER shall take out at its own expense an adequate Erection All Risk (EAR) insurance
which shall be maintained valid by BUYER until final acceptance of the PLANT and
which shall provide liability coverage for SELLER, its subcontractor(s) and their
personnel. Any claim which might be put forward against SELLER and/or its
subcontractor(s) and/or their personnel shall be covered by this insurance, whereby their
liability shall not exceed the coverage of this insurance.

SELLER will provide at its own expense third party liability insurance covering damages
caused by SELLER to BUYER and third parties outside the PLANT.

BUYER shall indemnify and hold harmless SELLER against all further claims.

12 ARBITRATION
All disputes arising between both parties in connection with the CONTRACT which
cannot be settled amicably shall be exclusively and finally settled by arbitration under the
Rules of Conciliation and Arbitration of the International Chamber of Commerce, Paris.

Arbitration shall be held in Zurich, Switzerland. The court of arbitration shall base its
decision on the conditions of the CONTRACT, and supplementary Swiss law shall be
applicable as well as English language.

13 VALIDITY / CONTRACT
The QUOTATION shall be open for acceptance until 30.06.2016.

Mahler AGS GmbH

Joachim Heyden Stefanie Walz


Director Sales Process Engineer/Sales Manager
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Appendix:

• GENERAL CONDITIONS FOR ERECTION, COMMISSIONING AND MAINTENANCE


SERVICES OUTSIDE GERMANY
• Orgalime SE01
• Technical Part of the quotation incl. attachments/appendices

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