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Commercial Proposal

Fertilizer Plant

Centres of Excellence for Engineering,


Procurement & Construction
Turnkey Solutions for EPC Contracts

CONTACT Seonjin Moon


seonjin.moon@gardnerdenver.com (+82) 70-4260-4605
Centre of Excellence for Engineering,
Procurement & Construction

PROPOSAL
MONDAY, 24 FEBRUARY 2020

Customer Altasbeeh Industrial Services & Import


Project Fertilizer Plant
Proposal for Air Compressor
Customer Ref. No. -
Our Ref. No. CAK-CEP-FertilizerPlant-Altasbeeh -001
Rev. No. Rev.A

Client: Altasbeeh Industrial Services & Import


Monday, 24 February 2020

To whom it may concern

We thank you for your inquiry and we are pleased to submit the following offer based on your specification.

This offer defines the scope of supply according to your specification. All variations should be offered separately.

Should you have additional questions, feel free to contact us.

Yours sincerely,

Seonjin Moon
CEP, Sales Engineer II

2
CoE of Turnkey Solutions Korea. - Room No. 704, Kolon Digital Tower Aston, #212, Kasan Digital Road 1, Keumchon-ku, Seoul, 08502 / Tel: (+82) 2 853 5000 / info.kr@gardnerdenver.com
CoE of Turnkey Solutions Spain.- Avda. La Recomba, 6 - P. I. La Laguna. 28914 Leganés (Madrid). / Tel: (+34) 91 649 92 00 / atencion.cliente.es@gardnerdenver.com
Centre of Excellence for Engineering,
Procurement & Construction

ABOUT GARDNER DENVER


Gardner Denver is a leading global provider of flow control technology, application expertise, and support services to a
diverse customer base through a family of over 20 trusted brands, operating in over 30 countries.
Founded more than 155 years ago, we focus on developing innovative products and engineered solutions that solve our
customers' biggest operational challenges. The Gardner Denver Industrials Group designs, manufactures, markets and
services rotary screw, reciprocating and sliding vane compressors in addition to multistage, positive displacement and
centrifugal compressors, plus blowers and vacuum pumps.

CENTRES OF EXCELLENCE FOR ENGINEERING, PROCUREMENT &


CONSTRUCTION
In order to service the Engineering, Procurement and
Construction (EPC) market, Gardner Denver has established
Centres of Excellence (CoE) for our customers. We have two
working teams in Korea and Spain to ensure we are able to deliver
our solutions worldwide. Our commitment focuses on delivering
successful outcomes, a wide range of compressed air and vacuum machines, industrial
engineered solutions and customised projects.

OUR SEGMENTS

Energy Industrials
Exacting applications in Process-critical roles in complex systems
extreme environments with high cost of failure

PRODUCTS
 Air compressors  Transport
 Air treatment  Control and instrumentation
 High pressure  Interconnecting piping design and
 Blowers and vacuum pumps fabrication
 Nitrogen gas generators  Complete packages or “skids”
 Air receivers  Closed loop cooling water system

3
CoE of Turnkey Solutions Korea. - Room No. 704, Kolon Digital Tower Aston, #212, Kasan Digital Road 1, Keumchon-ku, Seoul, 08502 / Tel: (+82) 2 853 5000 / info.kr@gardnerdenver.com
CoE of Turnkey Solutions Spain.- Avda. La Recomba, 6 - P. I. La Laguna. 28914 Leganés (Madrid). / Tel: (+34) 91 649 92 00 / atencion.cliente.es@gardnerdenver.com
Centre of Excellence for Engineering,
Procurement & Construction

INDEX
Proposal ..........................................................................................................................................................2
ABOUT GARDNER DENVER ..........................................................................................................................3
1. PRICING SCHEDULE ............................................................................................................................5
2. ANNEX I: EQUIPMENT AND DESCRIPTION..........................................................................................7
3. ANNEX II: DATA SHEET OF MAIN EQUIPMENT ...................................................................................8
4. ANNEX III: PRELIMINARY GENERAL ARRANGMENT DRAWING ..........................................................9
5. ANNEX V: P&ID .................................................................................................................................10
6. ANNEX VI: COMMENTS AND DEVIATIONS .......................................................................................11
7. ANNEX VII. SUB-VENDOR LIST ..........................................................................................................13
8. ANNEX VIII. COMMERCIAL CONDITIONS ..........................................................................................13

4
CoE of Turnkey Solutions Korea. - Room No. 704, Kolon Digital Tower Aston, #212, Kasan Digital Road 1, Keumchon-ku, Seoul, 08502 / Tel: (+82) 2 853 5000 / info.kr@gardnerdenver.com
CoE of Turnkey Solutions Spain.- Avda. La Recomba, 6 - P. I. La Laguna. 28914 Leganés (Madrid). / Tel: (+34) 91 649 92 00 / atencion.cliente.es@gardnerdenver.com
Centre of Excellence for Engineering,
Procurement & Construction

1. PRICING SCHEDULE & TERMS AND CONDITIONS

Guaranteed Values: COMPRESSED AIR


Net Flow at dryer outlet m3/hr 353

Discharge pressure at dryer outlet barg 9.0

MAIN EQUIPMENT
POS QTY DESCRIPTION / REFERENCE

1 2 Air Compressor (2X100%) USD 560,000


- Model: L55-10W
- Oil injected Screw compressor
- Air flow: 353 m3/h
- Design Pressure 13 barg
- Mfr’s std. Water cooled cooler
- Connection: Flange ANSI 150# 2”RF
- Cooling water in/out : Flange ANSI 150# 1”RF
- Local Control station consists of push buttons and lamps
- Instruments as per project specification
- Mfr’s std. painting
- Mfr’s std. piping

2 2 Main Motor -- Power supply 400/3/50 Included


- 75kW
- Ex nA, IP55, F/B
- Space heater, auxiliary box IP55

3 2 Ventilation fan Motors-- Power supply 400/3/50 Included


- 0.37kW
- Ex nA, IP55

4 2 Lubrication system Included


- Single oil filter
- Cast Iron oil reservoir
- Mfr’s std. oil cooler
5 1 Unit control panel Included
- PLC based control panel in Electric control room
- Controls for two(2) air compressors
- Simplex CPU, I/O, Communication and Power
- Enclosure IP42

AIR TREATMENT SYSTEM


POS QTY DESCRIPTION / REFERENCE
1 2 Refrigerant dryer USD 10,000
- Model: F100S

5
CoE of Turnkey Solutions Korea. - Room No. 704, Kolon Digital Tower Aston, #212, Kasan Digital Road 1, Keumchon-ku, Seoul, 08502 / Tel: (+82) 2 853 5000 / info.kr@gardnerdenver.com
CoE of Turnkey Solutions Spain.- Avda. La Recomba, 6 - P. I. La Laguna. 28914 Leganés (Madrid). / Tel: (+34) 91 649 92 00 / atencion.cliente.es@gardnerdenver.com
Centre of Excellence for Engineering,
Procurement & Construction

- Evaporator
- Compressor
- Condenser
- Dew Point Indicator as per mfr’s std.

2 2 Pre filter Included


- Model: CF0096 - C
- Particles: 0,01 µm;
- Oil: 0,01 mg/m3
- Automatic Drain and bypass
- One indicator for two pre-filters

3 2 After filter Included


- Model: CF0096 - B
- Particles: 1 µm;
- Oil: 0,6 mg/m3
- Manual Drain
- One indicator for two after-filters

TOTAL FOB KOREAN PORT USD 570,000.00-

TERMS CONDICIONTS
 Shipment : 10 months for after PO
 Payment : To be discussed
 Warranty : To be discussed
 Quotation Validity: 120 days after submission

Option

AA. COMMISSIONING SERVICE AT SITE


Supervision & Training Fee Per Diem at On-shore (8 hr per day) ................................ USD 1,600.00-
Travel time from and to site will be considered as working days
Above fee is not included air and accommodation.
Overtime rate is 1.5
Supervision & Training Fee Per Diem at shipyard (10 hr per day) ............................... USD 2,000.00-
Travel time from and to site will be considered as working days
Above fee is not included air and accommodation.
Overtime rate is 1.5
Supervision & Training Fee Per Diem at off-shore (12 hr per day) .............................. USD 2,500.00-
Travel time from and to site will be considered as working days
Above fee is not included air and accommodation.

6
CoE of Turnkey Solutions Korea. - Room No. 704, Kolon Digital Tower Aston, #212, Kasan Digital Road 1, Keumchon-ku, Seoul, 08502 / Tel: (+82) 2 853 5000 / info.kr@gardnerdenver.com
CoE of Turnkey Solutions Spain.- Avda. La Recomba, 6 - P. I. La Laguna. 28914 Leganés (Madrid). / Tel: (+34) 91 649 92 00 / atencion.cliente.es@gardnerdenver.com
Centre of Excellence for Engineering,
Procurement & Construction

2. ANNEX I: EQUIPMENT AND DESCRIPTION

7
CoE of Turnkey Solutions Korea. - Room No. 704, Kolon Digital Tower Aston, #212, Kasan Digital Road 1, Keumchon-ku, Seoul, 08502 / Tel: (+82) 2 853 5000 / info.kr@gardnerdenver.com
CoE of Turnkey Solutions Spain.- Avda. La Recomba, 6 - P. I. La Laguna. 28914 Leganés (Madrid). / Tel: (+34) 91 649 92 00 / atencion.cliente.es@gardnerdenver.com
Centre of Excellence for Engineering,
Procurement & Construction

3. ANNEX II: DATA SHEET OF MAIN EQUIPMENT

8
CoE of Turnkey Solutions Korea. - Room No. 704, Kolon Digital Tower Aston, #212, Kasan Digital Road 1, Keumchon-ku, Seoul, 08502 / Tel: (+82) 2 853 5000 / info.kr@gardnerdenver.com
CoE of Turnkey Solutions Spain.- Avda. La Recomba, 6 - P. I. La Laguna. 28914 Leganés (Madrid). / Tel: (+34) 91 649 92 00 / atencion.cliente.es@gardnerdenver.com
Centre of Excellence for Engineering,
Procurement & Construction

4. ANNEX III: PRELIMINARY GENERAL ARRANGMENT DRAWING

9
CoE of Turnkey Solutions Korea. - Room No. 704, Kolon Digital Tower Aston, #212, Kasan Digital Road 1, Keumchon-ku, Seoul, 08502 / Tel: (+82) 2 853 5000 / info.kr@gardnerdenver.com
CoE of Turnkey Solutions Spain.- Avda. La Recomba, 6 - P. I. La Laguna. 28914 Leganés (Madrid). / Tel: (+34) 91 649 92 00 / atencion.cliente.es@gardnerdenver.com
Centre of Excellence for Engineering,
Procurement & Construction

5. ANNEX V: P&ID

10
CoE of Turnkey Solutions Korea. - Room No. 704, Kolon Digital Tower Aston, #212, Kasan Digital Road 1, Keumchon-ku, Seoul, 08502 / Tel: (+82) 2 853 5000 / info.kr@gardnerdenver.com
CoE of Turnkey Solutions Spain.- Avda. La Recomba, 6 - P. I. La Laguna. 28914 Leganés (Madrid). / Tel: (+34) 91 649 92 00 / atencion.cliente.es@gardnerdenver.com
Centre of Excellence for Engineering,
Procurement & Construction

6. ANNEX VI: COMMENTS AND DEVIATIONS

11
CoE of Turnkey Solutions Korea. - Room No. 704, Kolon Digital Tower Aston, #212, Kasan Digital Road 1, Keumchon-ku, Seoul, 08502 / Tel: (+82) 2 853 5000 / info.kr@gardnerdenver.com
CoE of Turnkey Solutions Spain.- Avda. La Recomba, 6 - P. I. La Laguna. 28914 Leganés (Madrid). / Tel: (+34) 91 649 92 00 / atencion.cliente.es@gardnerdenver.com
Centre of Excellence for Engineering,
Procurement & Construction

7. ANNEX VII: SUB-VENDOR LIST

12
CoE of Turnkey Solutions Korea. - Room No. 704, Kolon Digital Tower Aston, #212, Kasan Digital Road 1, Keumchon-ku, Seoul, 08502 / Tel: (+82) 2 853 5000 / info.kr@gardnerdenver.com
CoE of Turnkey Solutions Spain.- Avda. La Recomba, 6 - P. I. La Laguna. 28914 Leganés (Madrid). / Tel: (+34) 91 649 92 00 / atencion.cliente.es@gardnerdenver.com
Centre of Excellence for Engineering,
Procurement & Construction

8. ANNEX VIII COMMERCIAL CONDITIONS


SAVE TO THE EXTENT THAT WE HAVE OTHERWISE AGREED IN WRITING, THESE TERMS AND CONDITIONS GOVERN ALL OUR CONTRACTS
TO THE EXCLUSION OF OTHER TERMS AND CONDITIONS. OUR QUOTATIONS AND ESTIMATES ARE NOT OFFERS CAPABLE OF
ACCEPTANCE BY YOU, AND ANY ORDER PLACED BY YOU WILL ONLY BE ACCEPTED BY OUR WRITTEN CONFIRMATION OF SUCH ORDER.

1. BASIS OF CONTRACT perform the Contract, and that all such information is full
and accurate;
(a) Gardner Denver Iberica, S.L., Registered Office: Avenida La (b) That all premises, plant, engineering support, spare parts,
Recomba no 6, pol. ind. Laguna, 28914 Leganés (Madrid) connected pipe work and machinery and inputs that it is
(“the Company”) sells and installs compressor, blower, required to provide for the design, engineering,
pump equipment, control systems and spare parts, and installation, testing and use of the Products are fit for their
provides ancillary goods and services (“the Products”). purpose and of good engineering quality;
(b) No representation, undertaking or promise shall be taken to (c) Fully to co-operate with the Company in the design,
have been given or implied from anything said or written engineering, installation, testing and use of the Products;
in negotiations between the parties prior to the date of this (d) To use the Products for the intended purpose only and in
Contract except as expressly stated in this Contract. The accordance with the Product literature;
Customer shall not have any remedy in respect of any (e) Not under any circumstances, to use any unapproved spare
untrue statement made by the Company upon which the part, connected machinery, service or repair or use the
Customer relied in entering into this Contract (unless such Products in any manner as may render the Products
untrue statement was made fraudulently or was as to a dangerous and agrees that any breach of these negative
fundamental matter including a matter fundamental to the criteria will negate all specific and implied conditions and
Company’s ability to perform its obligations under this obligations on the part of the Company relating to the
Contract) and the Customer’s only remedies shall be for quality of the Products.
breach of contract as provided for in these terms. The Customer further agrees that it will be liable to the Company
Misrepresentations as to fundamental matters shall be for any costs, expenses and losses it suffers by reason of
subject to the terms of clause 7. any breach of these undertakings.
(c) This Contract shall be construed in accordance with the Laws
of Spain and subject to the exclusive jurisdiction Courts and
Tribunals of the city of Madrid, Spain. 4. DRAWINGS, DESIGNS AND CONFIDENTIALITY

2. TIMING OF DELIVERY AND COMMISSIONING (a) All of the Company’s specifications, designs, drawings,
indications of physical, chemical and electronic properties
(a) In the event of delay beyond any date agreed for the and indications of pressure output and power
Company’s performance of its obligations under this consumptions (“the Designs”) are made in good faith and
Contract that is caused by circumstances beyond either are approximate indications only and are not binding in
party’s control and/or otherwise than as provided for in detail unless the Customer has specified in writing a
sub-clause (c) below, the Company will be entitled to a particular indication upon which he is relying and the
reasonable extension of time. In the event of any such Company shall be entitled to vary the same and/or to
delay that is caused by the Customer, the Company will be correct errors and omissions provided the Products remain
entitled to a reasonable extension of time and to in substantial conformity with the contractual
compensation for any costs, expenses and losses it suffers requirements.
by reason thereof. (b) The Designs (including all copyright, design right and other
(b) While dates or periods for readiness for dispatch or delivery intellectual property in them) shall as between the parties
of goods are given in good faith, the same are not of the be the property of the Company; and the Customer is not
essence of or in any way terms of the contract or entitled to make any use of the Designs other than for the
representations of fact. purpose of this Contract.
(c) In the event that the Company has agreed to liquidated (c) Any inventions, modifications, improvements, techniques or
damages in specific circumstances of delay, then these will know-how affecting the Products made or gained in the
apply to the exclusion of any other liability for delay, and course of performing this Contract, shall belong to the
in all other cases, the Company shall not be liable for any Company absolutely.
delay save where delay is directly attributable to default of (d) Neither party shall disclose to third parties or use for its own
the Company, in which event the Company will purposes any confidential information or trade secrets of
compensate the Customer for any direct losses the the other party.
Customer suffers as a direct result of such delay, Each party warrants that it has the necessary intellectual
compensation being limited to half a percent of the property rights to enable it to perform its contractual
contract price of the Products for every week of delay obligations and will forthwith inform the other on
subject to a maximum of 5% of such contract price. discovery of any infringement of intellectual property
rights.
3. ENGINEERING CRITERIA
5. PRICES, TERM AND VESTING
The Products are sophisticated engineering products;
accordingly, the Customer undertakes: (a) All invoices shall be paid in Euros or other Freely Convertible
(a) That it has provided and will promptly provide all the Currency within 30 days from the date of invoice (the “Due
information reasonably necessary to enable the Company Date”) unless expressly agreed otherwise, without any
to (i) evaluate the requirements for performing and (ii) deduction or withholding on account of any rights of

13
CoE of Turnkey Solutions Korea. - Room No. 704, Kolon Digital Tower Aston, #212, Kasan Digital Road 1, Keumchon-ku, Seoul, 08502 / Tel: (+82) 2 853 5000 / info.kr@gardnerdenver.com
CoE of Turnkey Solutions Spain.- Avda. La Recomba, 6 - P. I. La Laguna. 28914 Leganés (Madrid). / Tel: (+34) 91 649 92 00 / atencion.cliente.es@gardnerdenver.com
Centre of Excellence for Engineering,
Procurement & Construction

equitable set-off which the Customer may have (save adjusted shall be payable as if the price set out therein
where the same are based on fraud). The Company were the original contract price.
reserves the right to require payment in part or in full or
the provision of such security or guarantees from or on 6. WARRANTY
behalf of the Customer as the Company deems necessary
before the commencement of the performance of the (a) In this clause, “Warranty Period” shall mean the period
Contract. The Company shall have the right at any time to beginning on the date of dispatch of the Products (or relevant
review the credit limit requirements relating to the part thereof) and ending 12 months thereafter.
Customer and to increase or reduce the same by notice in (b) The Company warrants that the Products will be free from
writing to the Customer. The Company shall without material defects caused by inadequacy or neglect in the
prejudice to its other rights have the right by notice in Company’s workmanship or materials during the Warranty
writing to the Customer to demand immediate payment of Period (the “Warranty”).
all monies due from the Customer to the Company for any (c) Save as provided for in sub-clauses (d) and (e) below, where
goods delivered at any time. As used in this clause, “Freely any valid claim in respect of the Products or any part thereof
Convertible Currency” means a currency that is widely which can be shown to the Company’s reasonable satisfaction
traded in international foreign exchange markets and (on the balance of probabilities) to be based on a breach of the
widely used in international transactions. Warranty, is notified to the Company during the Warranty
(b) Prices quoted are Ex Works (EXW, Incoterms 2010) Period, the Company will (at the Company’s sole option) repair
Company’s plant unpacked and are subject to VAT or other or replace, or (at the Company’s sole option) credit a sum to be
taxes (unless specifically stated to the contrary). agreed with the Customer in lieu of the repair or replacement of,
(c) The Company may charge interest on any sums still any Product or part thereof.
outstanding on the Due Date at the rate of 4% per annum (d) The Company shall be under no liability for any breach of the
above the base rate for the time being of the Company’s Warranty:
bank. i. Unless the Products have been properly installed, used,
(d) The Company may require, in its sole discretion, that maintained and serviced;
payment for export orders be by irrevocable letter of ii. Unless the Customer has informed the Company of the defect
credit, which shall be in a form acceptable to the Company alleged within the Warranty Period and within 7 days of its
and confirmed by a London bank of international discovery;
reputation. iii. In respect of wearing and consumable parts; and/or
(e) In case of any non-payment, the Company shall be entitled iv. To Products or parts thereof not manufactured by the
(without prejudice to its other rights) to suspend Company (“Third Party Products”).
performance and charge the Customer for all costs and (e) In the event of a defect arising in the Products at any time,
expenses occasioned thereby and/or at any time then the Customer will notify the Company in writing of such
thereafter to terminate the Contract in accordance with defect within 7 days of its discovery and:
clause 8 below. i. If it is within the Warranty Period, then the Company will reply
(f) Title to the Products shall transfer to the Customer on the stating whether it accepts warranty liability pursuant to sub-
earlier of full payment and delivery; provided, however, clause (c) above and indicating what action it proposes to take
that in the event delivery is prior to full payment, the (which action may include further investigation by the
Company shall retain a security interest in the Products Company’s service engineer) and if it transpires that the defect
until the Company receives payment in full. Pending is not covered by a breach of the Warranty, then the Company
payment of the full purchase price of the Products the reserves the right to make a reasonable charge for such
Customer shall at all times keep the Products investigation.
comprehensively insured against loss or damage by ii. If the Warranty Period has expired, then the Company will
accident, fire, theft and other risks usually covered by offer advice (free of charge) and may offer repair or replacement
insurance in the type of business carried on by the at the Customer’s expense.
Customer in an amount at least equal to the balance of the iii. Any dispute as to whether a defect is covered by the Warranty
price for the same from time to time remaining shall be immediately referred to an Expert to be agreed by the
outstanding. The policy shall bear an endorsement Company and the Customer (or in default of agreement to be
recording the Company’s interest. In addition, the appointed by the President of the Official Institution of Industrial
Customer undertakes not to charge by way of security any Engineers in Madrid) whose decision shall be final and binding
of the Products that remain the collateral of the Company. upon the parties and whose fees shall be shared equally by the
(g) In the event of Termination in accordance with clause 8 parties.
below or in the event of non-payment (in full or in part) for (f) In respect of Third Party Products the Company undertakes to
the Products by the Due Date, the Customer hereby pass on to the Customer any manufacturer’s or supplier’s
irrevocably licenses the Company (insofar as it is able) to warranty given by such manufacturer or supplier to the
enter upon any premises to repossess the Products. Company.
(h) The Company’s prices are subject to adjustment to take (g) There are no third party beneficiaries of the Warranty
account of any variation in the Company’s costs (beyond granted by the Company herein.
the reasonable control of the Company) including (but not
limited to) variations in the cost of materials, labour, 7. LIMITATION OF LIABILITY AND FORCE MAJEURE
and/or overheads, exchange rate fluctuations, alteration of
duties, changes to the specification by the Customer and (a) To the fullest extent permitted by applicable law, and without
other costs since the date of the quotation or (if no prejudice to clause 7(f), the Company shall in no
quotation is issued) the order acknowledgement. The circumstances be liable (whether in contract, tort or for
Company accordingly reserves the right to adjust the negligence or breach of statutory duty or otherwise arising
invoice price by the amount of any increase or decrease in out of, or in connection with, the Contract) to the
such costs after the price is quoted and the invoice so Customer to the extent that such liability: (i) is calculated
by reference to profits, income, production or accruals or

14
CoE of Turnkey Solutions Korea. - Room No. 704, Kolon Digital Tower Aston, #212, Kasan Digital Road 1, Keumchon-ku, Seoul, 08502 / Tel: (+82) 2 853 5000 / info.kr@gardnerdenver.com
CoE of Turnkey Solutions Spain.- Avda. La Recomba, 6 - P. I. La Laguna. 28914 Leganés (Madrid). / Tel: (+34) 91 649 92 00 / atencion.cliente.es@gardnerdenver.com
Centre of Excellence for Engineering,
Procurement & Construction

loss of business, loss of data, loss of profits, loss of damages incurred by the Company or for which it may be
goodwill, loss of anticipated savings, loss of revenue; (ii) liable to any third party due to or arising directly or
arises from any inaccuracies or omissions in any indirectly out of any infringement or alleged infringement
instructions, information, drawings, calculations, or of patents, trademarks, copyright, design, right or other
specifications or material supplied by the Customer to the intellectual property right occasioned by the importation,
Company; (iii) is of a special, incidental, indirect, manufacture or sale of the Products if made to the
consequential or exemplary nature; (iv) is recovered by the specification or special requirement of the Customer.
Customer under the terms of any insurance policy (apart
from any excess applicable to the relevant insurance); or 8. CANCELLATION AND TERMINATION
(v) has been made good or is otherwise compensated
without cost to the Customer. (a) In the case where the Products are being designed or adapted
(b) To the fullest extent permitted by applicable law, and except to a Customer’s specific requirements, then the Customer
for the limited remedies provided above in clause 6, the shall (subject to 8(c) below) be entitled to cancel this
Company grants no warranties or conditions, express or Contract (“Cancellation”) only by agreement in writing by
implied in any communication by the Company to the the parties and upon payment to the Company of such
Customer, or otherwise, regarding the Products. All amount as may be necessary to indemnify the Company
warranties, conditions, representations and terms express against all loss and expense resulting from the
or implied whether by statute or otherwise are, to the Cancellation.
extent permitted by law, excluded from these terms. (b) The Company shall be entitled forthwith to terminate this
(c) The Company makes no representation regarding compliance Contract in the event of non-payment (in whole or in part)
with any state, provincial, or local law, rules, regulations, by the Due Date (“Termination”).
building code or ordinance relating to the installation or (c) In the event of Cancellation or Termination, the Customer
operation of the Products (“local laws”). The Customer shall be liable to the Company for all the costs and
acknowledges that it is the Customer’s responsibility to expenses which it incurred up until the date thereof and
comply with all applicable laws, rules and regulations the profit it reasonably expected to make on the Contract
relating to the installation and operation of the Products had the same been fully performed, less such net sum (if
and indemnifies the Company from any claims actions, any) as the Company is able to make in disposing of the
losses (including without limitation, loss of profit), Products.
damages, costs and expenses (including without limitation,
legal costs and expenses) arising thereof. 9. GENERAL
(d) The Company shall be liable for damage to the Customer’s
physical property caused by the Company’s negligence in (a) Nothing expressed or referred to in this Contract will be
connection with the production, manufacture or construed to give any person, other than the parties to this
installation of the Products provided that the Company’s Contract, any legal or equitable right, remedy or claim
total aggregate liability for such damage shall in no event under or with respect to this Contract or any provision of
exceed €1.5 million with respect to any one event or series this Contract. Notwithstanding anything to the contrary in
of connected events. this Contract, the parties agree that the provisions of the
(e) Without prejudice to clause 7(g), the Company’s maximum United Nations Convention on Contracts for the
aggregate liability under or in connection with this International Sale of Goods shall not apply to this Contract.
Contract, whether arising in breach of contract, tort (b) If any provision or part of a provision of these terms is found
(including negligence), breach of statutory duty or to be illegal, invalid or unenforceable under any applicable
otherwise, shall in no event exceed the greater of €250,000 law, such provision or part of a provision shall, insofar as it
or the total amount paid by the Customer under the is severable from the remaining terms, be deemed omitted
Contract. from these terms and shall in no way affect the legality,
(f) [Intentionally omitted.] validity or enforceability of the remaining terms.
(g) Nothing in these terms shall exclude or limit the Company’s (c) The Customer may not assign, novate or otherwise transfer
liability for (i) fraud, (iii) intentional or grossly negligent its rights or obligations under this Contract without the
acts or omissions of the Company, (ii) death or personal Company’s prior written consent, and any attempt to do so
injury caused by its negligence or (iii) any other liability to shall be null and void and of no effect.
the extent that the same may not be excluded or limited as (d) No waiver or amendment of any of the provisions contained
a matter of law. in this Contract shall be valid unless made in writing and
(h) Notwithstanding anything to the contrary in these terms, executed by both parties.
neither party shall be liable to the other for breach of its (e) Any failure by the Company to enforce its rights under this
obligations under this Contract by reason of circumstances Contract will not be deemed a waiver of such rights.
or events beyond the reasonable control of either of them.
(i) The Customer shall indemnify the Company against all 10. SPECIAL PROVISIONS
actions, suits, claims, demands, costs, charges, damages,
losses and expenses suffered or incurred by the Company (a) The Products nor the parts sold hereunder are designed or
and/or for which it may be liable to any third party due to, manufactured for use in or with any atomic installation or
arising from or in connection with, directly or indirectly: (i) activity. If the Customer or the ultimate user of the
the Customer’s instructions or lack of instructions; (ii) any Products or parts intends to use the Products or parts in
failure or delay whatsoever in taking delivery or any other such an installation or activity, the Company’s Terms for
act, neglect or default on the part of the Customer, its Nuclear Sales shall be a part of this Contract. The Company
servants, agents, or employees; or (iii) the breach of any will furnish the Customer with a copy of its Terms for
provision of this Contract by the Customer. Nuclear Sales upon request.
(j) The Customer shall indemnify and keep indemnified the (b) Customer understands and agrees that the Products may be
Company against all costs, claims, losses, expenses and subject to export and other foreign trade controls

15
CoE of Turnkey Solutions Korea. - Room No. 704, Kolon Digital Tower Aston, #212, Kasan Digital Road 1, Keumchon-ku, Seoul, 08502 / Tel: (+82) 2 853 5000 / info.kr@gardnerdenver.com
CoE of Turnkey Solutions Spain.- Avda. La Recomba, 6 - P. I. La Laguna. 28914 Leganés (Madrid). / Tel: (+34) 91 649 92 00 / atencion.cliente.es@gardnerdenver.com
Centre of Excellence for Engineering,
Procurement & Construction

restricting resales and/or transfers to other countries and agrees to grant and hereby grants Company a transferable,
parties, including, but not limited to, licensing sub-licensable, non-exclusive, non-revocable, worldwide
requirements under applicable laws and regulations of the right to access and use the data collected and processed by
United States (together, “Trade Control Laws”). Customer the technology for Company's business purposes, including
shall not export, re-export, transfer, or otherwise dispose analysis, research, and development. In addition, the
of the Products directly or indirectly, except as permitted Company may share such information with its affiliates,
by applicable Trade Control Laws. Customer shall not do subsidiaries, and service providers; and with third parties
anything that would cause the Company or its affiliates to but only in an aggregate, de-identified format, with third
be in breach of applicable Trade Control Laws. parties for research, statistical and business purposes
Furthermore, Customer shall protect, indemnify and hold unless otherwise agreed to or in accordance with the
harmless the Company and its affiliates from any fines, applicable privacy policy. To the extent that the Company
damages, costs, losses, liabilities, penalties, and expenses receives any individually identifiable personal information
incurred by the Company as a result of Customer’s failure regarding Customer from such technology, the Company’s
to comply with this clause. policy is to protect the confidentiality of such information,
(c) Data Privacy. Customer understands and agrees that certain and to prohibit the unlawful disclosure of Customer’s
of the Products include technology that allows the personal information to third parties. The Company will
Company to collect technical and product-related take reasonable steps to insure the safety of Customer’s
information regarding such Products and to conduct personal information.
remote diagnostics testing of such Products. This
technology allows the Company to better serve and assist
Customer in the event such Products need to be repaired,
and to maintain and improve the Products. Customer

16
CoE of Turnkey Solutions Korea. - Room No. 704, Kolon Digital Tower Aston, #212, Kasan Digital Road 1, Keumchon-ku, Seoul, 08502 / Tel: (+82) 2 853 5000 / info.kr@gardnerdenver.com
CoE of Turnkey Solutions Spain.- Avda. La Recomba, 6 - P. I. La Laguna. 28914 Leganés (Madrid). / Tel: (+34) 91 649 92 00 / atencion.cliente.es@gardnerdenver.com

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