ICC Model Contract for the Turnkey Supply of an Industrial Plant ae Includes the text of the contract a as{oreeuenat Gham of Commerc 206 ‘Ag cn No at Bway be oe cope ay em ty mr — brat acre, mecha Per pean, era wa es Srou uta pe eo purse of Rating spy a ta Sp tego pwns. nnn mayne nwa np ee ‘teary oa ch commer pow whew he wien mason GS Rng 88 he Sheers eg pat ne town Spo te poe Sooreroo‘oumpren 1 cenerae causes Article 4 Subject matter and sc 4.1 Scope. The purpose and subjet matter ofthis Contracts the supply, ona vornkey bass, of an Industrial plat as described in Annex 1. 4.2 Supplier's obligations. ‘The urnkey supply ofthe Plant comprises the following: (@) the design and engineering of the Pint; () the preparation ofthe Layout of the Plan, according to #tcle 8: (© thesupply ofthe Equipment specified In Annex 24; (@ thesupply ofthe Technial Documentation specified inden 4; (© thesupply of spare pars and consumables ax specified in Annex 2-8 ad 2 (© thesuperision of rection, Erection Testing, Stat Up and Performance Testing ofthe Plant as specified in Atcies 1810 22, (the taining of Purchasers personne in accordance with Acie 24; (8) the supply of product know-how, according tothe license contained In Annex 12 the Faris have led tn such Annes. 4.3 Scope of Purchaser's work. The Purchaser shal provide, (@) all civ works, Including but ot limited to buildings, roads, foundations; () the supply and secng up of general services such at main branches upto the Bauery Limits for eect, aces, te, (© theRrection Bavipmencand pecsonae! necessary for Erection, Erection Testing, Stat Up, and Peformance Testing, as defined in Annex 4-4 Guaranteed Performance. ‘The Suppllerguarantes that the Plan, once erected And started up In conformity with this Contac, wil have the performance ‘Characteristics specified in Annex 1 cls agreed that the successful completion of the Peformance Tet in conformity with the eequlrements specified inthis Contract, means thatthe Supplier has flied es obligation to guarantee the performance, 3s Inclicsted in this paragraph. 4.5 Purchaser's general obligation to observe Supplies’s instructions. The Guaranteed Performance and, more general all guarantees sven by the Supper with respect to performance and operation ofthe lant are conditional wpon the observance by the Purchase of he folowing oblgrtions: {@) the Purchaser mast follow the instructions and procedces specified by the Supplies () the materials used for production and/or malatenaace mist fulfil the requicements stipulated by dhe Supple In eae of dispute, the Purchaser mast “aly sample stale renting () themanagement, operation anl maintenanevofthe Pant must hein aeconance ith the writen instructions and procedures given by the Supplier andl the Information peovided ducing the taning1 100 MODEL CONTRACT FORTHE Ue ser OFAN ROUETRAL PLANT 4.6 Complete Plant. The supplier guarantees that the Plast has been designee wha care ant tat inchs everything which fy patently eves hr te Plan 1 pride te apc aarti ine i the Cana ‘bvaining the Guarantee! Pevlormance. The Plant aes no inci Hes hit dre outs the Battery Lio 4.7 Laws, regulations. The Plan sal be designed and manufscrored i accordance with she legislative requirements in force in the Country atthe dite of signature oF {his Contract and in accordance with the standards specified any in Annes I ‘cates change of sch legislative reqlrements after the date of signature ofthis Contret, nl before Taking Over the Supplier shall be oblige to conform 1 this change and the Purchaser shall be obliged to pay the addtional costs ated ‘therewith and shall accep any consequent rime extension, 48) Purchaser's duty to cooperate. The Fuichiser shall take all resonable steps in| ‘order to assist the Supplier in performing its obligations under this Contract The Purchaser shall obtain Import permits andor Kcenses required for any part of| the Equipment in accordance withthe applicable Incoterm and, so the extent applicable, building permits and operating permits. The Purchaser shal, tthe Supplier’ request assis the Supplier in obtaining temporary) Inport permis an forlicenses for Supplier's Erection Equipment, isa and/or work permits required in ‘the County for Suppliers personne! and any further authorisations, consent ad’ ‘or approvals necessary for the performance of this Contract inthe County. The Purchaser shall obzan such permits and licenses, or ender toch azestance within the time limits stated In che Time Schedule of iF no so stated, within easonable time having gard othe time fr delivery f the Equipment and the ime for rection and Start Up Ant ration additional work ‘51 Non-substantial alterations. The Supplier sensed vai Taking Over to make any non-substanalterations and adios othe Plant. No2-substanual aeration ‘means any modiieaton or adtion which does not affect the characterises of the nt te Guaranteed Pesformance and the time for completion ofthe Supplier's ‘obligations inaecordance wth the Time Schedule snd which doesnot entail charges ‘or cats for the Purchaser, “The Supple must nouly the Purchaserin weing ofthe proposed modifications nd shall be entled to carry them out ithe Purchater does not abject within fteen (CS) days from the date of eceipt of such notation, ‘Tne Purchaser shall not unceasonsbly withhold its consentChapter 3 Erection, testing, taking overand training i Article 14 _ 0b lone of th 141 Scope of Supplier's obligations. ‘The Supplier undertakes co sypewive the ! remton, Breton Testing, Set Up and Peeformance Testing, 26 set ot in dei hereafter. 142 Purchaser's personel. The Puscharer shall provide che Supplies, forall she Tim thot i necessary, sufficient qualified pexsonnel fr Une performance f the etl indented in Article 14.) Keresbove. The number and the qualiiestions | ersuch personel are specified in Annex .C; however, should it appear tha the femsonne! indeated in Annex &C are ot sufficient, the Purchaser will provide | Ech further personne! as appears to be necessary 143 Preparatory work. ‘The Purchaser shall complete, within the deadline Red in the Time Schedule for starting the Erection, all works, foundations, wily oe nections for which i responsible, as provided io the Layout, and wil provide Shy supplies thar are not atthe Suppliers charge as well as whatever may be necessary forthe Erection, 144 Storage of the Equipment. The Purchaser wil store all received Equipment at the she (or another place of is choice) 2s risk and expense in premises that are adequate for preserving the Equipment from any loss, demage oF deterioration 143 Brection Equipment. ‘Te Parties wil provide ina timely manner the Erection Equipment and services in secordance wich Annex &-Aand 8B. 146 Telephone and fax connections. The Purchaser shal provide international telephone and fax connections arexs outside the Count. Article 15 _ Management of the Site Pardes 151 Responsibilities of the Parties with respect to operations at the Ste. The panttace shal be cesponsibe forthe working conditions and for mintalning order tn the Site and for the are, custody and safekeeping ofthe Equipment and all ther goods which are atthe SiteThe Supplier shal be responsible fr the supervision during the stages from the start of Erection until Taking Over The Suppliers Ste Representative shall be responsible forall questions regarding the ting and operation during Erection, Stitt Up and Performance Testing ‘The Purchaser shall ensure that its personne! and its contraters act in accordance vith the reasonable Instructions ofthe Supplier’ Site Representative. Any possible clsgroemencheseen the Parties shall be noted Inthe work ty indicated in Article 152 hereunder, 152 Work diary. Teste Represeneatines wl. during the peril rom the commencement ‘of Brection until aking Over, keep a ark lary on which they wil jointly recor In ‘chronological oder, all che activities which have been performed), any substantia! facts which maynfluence the progress ofthe operations, anc the hove spent by exch member of Suppliers personnel, Toe work dy wl be signed everyday by the Sue Represenaives ofthe Fates (or by thee authorised representative) 153 Interpreter. During the stay of Supplier’ personnel inthe Ccuntry the Purchases shall make availble, on the request ofthe Supplies, an interpreter uen in English and the dominant language ofthe Country. [Article 16 Supplier's personnel G1 Number of persons and duration. ‘The Supplier wil provide tts cechnical Penonse! for the performance of the activities indicated in Aricle 14. The umber of persons and periods of stay are indicated in Annex 7-4. The Supple wwarants thatthe manpower indicated above sufcent, under normal conditions, For proving the services that ace indiested in Article 14.1 162 Additional manpower. Should Wt appear necessary to provide Supplier's technial personnel atthe Ste for periods of time which exezed those indicated Si Annex 7A, the Supplier shall make available uch personnel atthe Purchaser's request as soon as available. To the exent the need of such adliional manpower 1 due to easoes for which the Supplier ie not responsible the Purchaser ahall ‘pay foreach aldcional maniay of such personnel the cl fees indicated in Annex 7-8. Such daly fees wil be invoiced monthly tothe Purchaer and wil be pad by the later before the end of the month following the month of the respective 17.1 Travel expenses. “Tavel expenses of Supplies personae! from the Suppers bosiness place othe Site wil be forthe Supplier's acco acl tave expenses between the place where the personae! Is lodged andl the Site wil be borne by the Purchaser172 Living expenses. ‘The Purchaser wll eet ay al vin lan ee) in weil by Suni ersonnel in the Country gespeases (boar el Articie 18 Erection 181 Notice of availability and confirmation by Purchaser. Not liter than shiny (G0) days before the deadline indicated In the Time Schedule for the Commencement of Erection, the Supplier shall nou the Purchaser of the dane ‘Gn which the Eteclon shall start. The Purchase shall confirm without delay, and fe any ease with an advance of at Feast Afteen (15) days the date of Commencement of Erection, that i exdyt0 start Erection and that he Erection [Equipment, services and personne! speciied ia Annex 8 wll be svasble before 182 Personnel present at the Site, The Supplies shall ensure that ts Site Representative and such other persoanel as may be necessary for the preparation ‘ofthe Brection are present atthe Stein due time. The remaining personnel shall be present as required 183 Preparation of the Erection. Before starting Erection the Ste Representstives ‘sll joi eheck tha (@) the Favipmento be erected iat the Ste and I ead fr instalation; (@) al preparatory works, connections ee, have been completed sccording 10 the Layout nd pessible updating ofthe same; and (© all skiled personnel, ax necessary forthe Erection, are avalible 18.4 Commencement ofthe Erection. The Erection shallbe deemed tohave started then the Parties sign a protocol tating tha al she condtlons for commencing the Erection are met, Te Parties may however decide to commence Erection also In case some ofthe above conditions are not mel, provided such facts mentioned ia the protocol, together with an indication ofthe meatores to be taken in order co remedy the unmet conditions 185 Carrying out of the Erection, The Eecton wll be cared out by the Purchaser's pemonae! under the superision and guidance ofthe techaicl personnel ofthe Supplier ‘The Supplier is ended to spect and check at anytime she performance of the ‘rection and 0 give reasonable instructions o the Purchasers personnel ‘Article 19 Erection Test complete the Supplier wil notify the Purchaser, atleast ifteen (15) days in tévance, ofthe date of commencement of the Erection Testing,192 Performance of Erection Testing. The Erecion Testing shall be cate! out by se Purchaser's personnel under he superwsion ofthe Supplies The Purchaser shal pu atthe Supplier's dsposl, forthe whole peiodof Erection ‘eting, whatever i necessary fr ts performance, uch a killed personnel, tools, sare parts, energy, raw material, et 193 Completion of Erection Testing. When Erection Testing hasbeen completed te Ue Supplies satisfaction, the Supplier shall so noify the Purchaser in writing Article 20 Erection Corti 201 Drawing up ofthe Erection Certificate. Immediately after the notation under ‘ticle 19.3, te Pals wil inspect the Pants wil jointly draw up an Execion CCerscate stating the completion of the Erection. The Erection Cerf shall parcula indie: (@) tat the Supplier has provided all Equipment tobe delivered in accordance with te Contact, and (@) thatthe Plant has been coreectly erected and that al the Equipment operates correctly from the mechanic nd elect! point of view 202 Defaults of deficiencies. Should the above inspection reveal any defaults or Gefciences which do not alow the Start Up, the Party responsite for such efciences shall remedy them within the shortest possible time, and a new lespection sallbe carsed out before drawing up of the Erection Cersifete. Minor ‘eft or deficiencies that do not hinder the Start Up shall not delay the deawing ‘upef the Erection Cerificate, bu they shall be mentioned inthe Erection Cereate, tegther with the indication ofthe deadline and actions that the defaulting party sl ake co remedy them. 203 Completion of Erection Testing in absence of the Purchaser, Itheinspection anor Erection Testing are no atied out, and the Brection Certificate not issued ‘thin chery (30) day aftr the date af completion ofthe Erection Testing indicated Ir Arcle 193, due to the absence ofthe Purchasers Representaivet or for any ‘her reason for which che Purchaser i esponsibl, the Breton salle deemed tobe completed when such 30-day term expires, and the Supplier willbe ented to draw up the Erection Certifate without the Purchaser's partition Article 21. Start Up of the 21,1 Commencement of Start Up. Wher we frecton sung his been completed the Supple shall commence the Seat Up21.2 Operation of the Plant during Start Up. During the Star Up she Supper shal fre seapanehie fe the technical operation of the Plat, and wil operate the techn rucess wi Hs aupervsteypessoapel roger wih Une Phases (Spemtors "he Purchaser sal natuct Hs personnel eibgeaty 0 ober al the “rections given by the Supplier's supervisory personnel 213 Parchaser’s obligations during Staet Up. During the Star Up period the Porcher shall make avaiable is operating personnel, ols, energy 6" materia indicated bythe Supplier, space pars and Whatever ese may be necessary fr the corcet operation of the Pant. ete 22 Perlormance Tos 22 Commencement of the tests. When the Supplier considers thatthe Plant is cad for Peformance Testing, shall nrfy she Purchaser in wring ofits intention to nan the Peformance Testing and wil indicate the date on which such testing aa be corimenced. Within ten (10) dys fom receipt of the above notice, the Purchaser shall name its representatives to witness the Performance Testing. 1 {he Purchaser does not ful the sbove obligation, the Performance Testing may ‘arta the notied commencement dite without the witnessing of Purchasers Repoesentntives. 222 Performance of the tests and protocol. Performance Testing wil be caries ‘at in accordance with the Performance Tet Procedures set eu in Annex 9 48d Seth respect to matters not Indeated in such document, In accordance with the Tandards and principles normally applied in test runs for plans ofa sar ing ‘The Supper shall draw up a protoc! that will report al he eesuls ofthe tests and whieh il be signed by both Parties If chere Is disagreement between the panies about the successful completion of the Performance Testing, the Site Representatives wil state thir respective point of view inthe provocl 22.3 Repeated Performance Testing. If testing reveals that the Pant does not mee the Guaranteed Performance, he Supple shall withou delay tke al necessary steps {ocorect such deviation. Ihe devavon Is not insignificant, new esting wil be Chevied out within reasonable ie atthe request of either party, with respect 10 the porten of the Plant that did net meer the Guaranteed Performance 1224 Time-est for Pecformance Testing. Io any case the Pesformance Testing most be completed within sity (60) days, OF such other period as may be agreed In ‘eving by the Parties, rom the date on Which Start Up has commenced, It has hot been possible to carry out the Performance Testing, or the repeated Performance Testing, within the above time-limi, for reasons for whieh the Torche iatezponeibiey such vime limi shale extended for 2 father sy (6)ays alter such further time limit no Petformance Testing has been carccl out, 1nd provided this & due to reasons for which the Purchaser is exponsile, the esformance Testing shall be considered as having been succesflyextrled out ae oat ae ditions and repairs. The Supplier shall, using she ine fom ‘completion ofthe Brection to Taking Over perform, atts expenst, all repairs ‘medications, replacements and sditions to the Equipment that arenecestary for ‘he purpose of atining the Guaranteed Performance and respecting ihe Supphir’s blgations under this Contract. 23_Taking Over 23. Taking Over. The Plant shall be deemed to have been taken over by the Purchaser, and Taking Over is deemed therefore to occur atthe tine wien (the Performance Testing lus shown thatthe Pant ean attain the Guaranteed (©) the repeated Performance Testing has shown thatthe Pans has attained the Minimum Performance Levels; or (0. the Performance Testing has nec been cavied out within theme La of Arte 224 For reasons for which the Purchaer is responsible 252 Taking Over Certificate. Within fve (5) days from the date on which Taking Over has occurred, the Purchaser shall iswue the Taking Over Cectifeate conforming tothe form in Annex 11 xo confirm Taking Over in accordance with ‘Acie 23.1. tn dhe event thatthe Purchaser has not $0 issued the Taking Over Centifeate notwithstanding that Taking Over has occurred in acccrdance with ‘Article 23.1, the Supplier shall ssue the Taking Over Certificate and submit lo 233 Minor adjustments, etc. Deviations from the agreed operating characteristics, ‘together with other deficiencies or shortcomings inthe Plant, Inching but not limiced to those specified inthe protocol mentioned in Article 202 that can be rectified by means of minor adjustments or adations and do not hinder the Plant from being operate in accordance withthe Contract, shall nor constitute any de reasons for aoc Taking Over the Pan. Such deviations shall be constlered 8 defect under article 31 254No right (0 dispose of the Plant. il che Plant has heen taken over in iceomance mth Atele 23.1, the Purehsser shall have mo nee tpn the Plant andl the Equpment without written agreement hetween the Peres" nor shal dhe Purchaser be ented ro ake the Pant or notions thereof tno opertion ‘other than for Performance Testing purposes.