Service

ABB Electrification Distribution Solutions Business Line

Technical and Commercial Offer
Customer: Electrical Products & Engineering Ltda – Project SOBOCE Cement Plant
Customer contact: Mr Edwin Quispe

Our reference: 20Q REV1 EP&E SOBOCE

Revision and date: 10/07/2020
Issuer: Frederic Bonhomme
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Table of contents:
1. OBJECT OF SUPPLY .............................................................................................................................. 3
2. REFERENCES.......................................................................................................................................... 3
3. SUPPLY CONTENT ................................................................................................................................. 3
3.1 Scope of supply ......................................................................................................................... 3
3.1.1 PPMV Service Products ................................................................................................................... 3
3.1.2 PPMV Products: Options.................................................................................................................. 3
3.1.3 Technical remarks ............................................................................................................................ 3
3.1.4 Applicable Standards & Documentation included ............................................................................ 3
3.1.5 Site activities (if applicable) .............................................................................................................. 3
3.2 Excluded options ...................................................................................................................... 3
3.3 Price Qualification ..................................................................................................................... 4
3.3.1 Minimum order value ........................................................................................................................ 4
3.3.2 Quotation Validity ............................................................................................................................. 4
3.3.3 PO guideline ..................................................................................................................................... 5
3.4 Commercial Terms .................................................................................................................... 5
3.4.1 Invoicing terms ................................................................................................................................. 5
3.4.2 Payment terms ................................................................................................................................. 5
3.4.3 Delivery time ..................................................................................................................................... 5
3.4.4 Delivery conditions and transfer of risk ............................................................................................ 5
3.4.5 Packing type ..................................................................................................................................... 6
3.4.6 Warranty ........................................................................................................................................... 6
3.4.7 Penalties ........................................................................................................................................... 6
3.4.8 Routine Tests and Acceptance Test ................................................................................................ 6
3.4.9 Liability limitation .............................................................................................................................. 6
3.4.10 Governing Law and Jurisdiction ................................................................................................... 7
3.4.11 Export Control .............................................................................................................................. 7
3.4.12 Order and site activities cancellation\modification ....................................................................... 7
3.4.13 Response time ............................................................................................................................. 7
3.4.14 Term Deviation ............................................................................................................................. 7
3.4.15 Bank Guarantee / Letter of credit (if applicable) .......................................................................... 7
3.4.16 Spare Parts Liability Clause ......................................................................................................... 7
3.4.17 Privacy Clause ............................................................................................................................. 8
3.4.18 Business Ethics ............................................................................................................................ 8
3.4.19 Italian Law 136/210 ...................................................................................................................... 9
4. GENERAL CONDITIONS OF CONTRACT ........................................................................................... 10
5.2 ATTACHMENT – SERVICE RATES .............................................. Error! Bookmark not defined.

Pag. 2 of 17, Offer 20Q REV1 EP&E SOBOCE Date: 10/07/2020

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1. Object of supply
This technical and commercial offer refers to the supply of goods and/or activities, as indicated in Paragraph 3.1 “Scope
of supply” and in Paragraph 3.2 “Price Qualification” with the technical remarks as indicated in Paragraph 3.4.
In case of order award, the supply shall be regulated by contractual documents listed below, that shall be considered
integral and substantive part of the contract.

In case of discrepancy between the content of documents the following priority shall be applicable:
- This offer and its attachments;
- Commercial Terms;
- ABB General Conditions of Contract – December 2015 Edition;
If computer software is also included in the present offer, in addition to documents listed above, also “General Conditions
for Computer Software” (SW 01) shall be applicable.

Commercial Terms shall become mandatory for ABB S.p.A. only after a written purchase order, accompanied by Purchaser
signed Declaration for contract clauses acceptance, and after a written order confirmation from ABB S.p.A.

2. References
Our quotation has been processed considering the received technical documentation related to your Request
for Quotation dated 01/07/2020 and your today’s message.

3. Supply content
3.1 Scope of supply
3.1.1 PPMV Service Products

Refer to your inquiry, we are pleased to submit to you our quotation for n.3 MV SF6 circuit-breakers our type
HD4 series, to replace the existing HA1/ZC and HD4/C as previously supplied in 1997, in 2008 and 2016
having the following serial numbers ML004057-AL00038491- BG00000684.

The proposal has been elaborated from the above information and the photos you sent only.

3.1.2 PPMV Products: Options: None

3.1.3 Technical remarks: None
3.1.4 Applicable Standards & Documentation included:
Technical documentation, plates, labels, drawings will be provided in Italian or English language according to
customer choice.
Type Test according IEC standards 62271-100 on basic breaker used to build the complete retrofit solution
are available.
We will not release and / or perform any type test report on the complete retrofit solution.
Type Test availability on the complete retrofit solution to be checked and confirmed by factory case by case.
Documentation:
• catalogue\manuals;
• breaker schematics drawings;
• routine test report of retrofit breaker

3.1.5 Site activities (if applicable)

Not included; on request. Site activities of our field engineer will be charge as final balance according rates
detailed on paragraph 5. Please refer to column A row III and relevant notes

3.2 Excluded options

Our quotation does not include all what is not expressly described in Paragraph 3.1 “Scope of supply”.
All Exclusions/ Remarks listed in Paragraph 3.1 “Scope of supply” are considered accepted by Purchaser, if
not otherwise agreed in writing at the moment of the Order award.

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3.3 Price Qualification
The prices quoted are valid for indicated quantities as better specified on paragraph 3.1 and for enclosed
Commercial Terms and General Conditions of Contract- December 2015 Edition.
Quoted prices do not include any bank charges, customs duties, funds, VAT or similar local taxes. If any costs
occur during contract stage due to import regulations etc., prices will be revised accordingly.
Net Unit Net Total
Item Quantity Description Transfer Price Transfer Price
[EURO] [EURO]
1.1 01 MV SF6 Circuit Breaker our type HD4/C 6.500,00 6,500.00
17-12-25 P150 mm (17,5 kV-1250A-25 kA)
in withdrawable version for Univer C / CBE
cradle and fitted with the accessories
mentioned in our document “As built”.

The proposed Circuit Breaker will be

interchangeable with the original existing
HA1/ZC having the serial number ML004057.

1.2 01 MV SF6 Circuit Breaker our type HD4/C 6.500,00 6.500,00

17-12-25 P150 mm (17,5 kV-1250A-25 kA)
in withdrawable version for Univer C / CBE
cradle and fitted with the accessories
mentioned in our document “As built”.

The proposed Circuit Breaker will be

interchangeable with the original existing one
having the serial number BG00000684.

1.3 01 MV SF6 Circuit Breaker our type HD4/C 6.178,00 6.178,00

17-12-25 P150 mm (17,5 kV-1250A-25 kA)
in withdrawable version for Univer C / CBE
cradle and fitted with the accessories
mentioned in our document “As built”.

The proposed Circuit Breaker will be

interchangeable with the original existing one
having the serial number AL00038491.

-------------------------------------------------------
The export forwarder should be mentioned
inside PO along with the delivery type (air \ land
\ sea) and final delivery address.

Total Offer Net Transfer Price: 19.178,00 [EURO]

For the scope of supply and technical details, we refer to this quotation and our leaflets and other descriptive
literatures, which are a substantial part of our offer. If in case of an order, we receive further technical
requirements, which are currently not in our hands, we reserve the right to adjust our prices resp. technical
design accordingly.

3.3.1 Minimum order value

A processing surcharge of 150,00 EURO will be added to orders valued below 300,00 EURO.

3.3.2 Quotation Validity

This quotation is valid 90 calendar days starting from the date of the present document.

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Beyond this deadline, ABB S.p.A. has the right to modify, totally or partially, both technical and commercial
conditions.
3.3.3 PO guideline
Your PO shall include:
- Final Delivery date;
- Incoterms terms; Final destination address and contact;
- DHL\TNT Account number or Export forwarder details and contact
- Delivery type: Air\Sea\Land;
Order has to be addressed as follows:
ABB S.p.A. Electrification Products Division, Via FRIULI, 4 - I - 24044 DALMINE – ITALY;
VAT: IT11988960156
3.4 Commercial Terms
3.4.1 Invoicing terms
- 100% of the contract value at equipment ready for shipment

3.4.2 Payment terms

- 100% of the contract value at notice that equipment is ready for shipment

Payment must be done and confirmed through the following:

BANCA UNICREDIT
SEDE DI MILANO CORDUSIO
IBAN IT94R0322601604000030019849
SWIFT: UNCRIT2VMIK

3.4.3 Delivery time

Delivery time means the date when equipment is ready for shipment.
It is not included the time for transportation of goods to the final destination.

Delivery Time (Ex-Works) will be 12/14 working weeks (August, Christmas and New Year period excluded),
for order placed and confirmed provided that:

- All technical and commercial details are defined and accepted within 3 calendar days from order date;
- Drawings sent to Purchaser for approval are approved within 1 week from submission.

If the Order is placed after the validity period of the present Offer and/or if the approval of drawings is
delayed and/or if substantial modifications are requested by the Purchaser during the design or
manufacturing period, ABB S.p.A. will reserve the right to readjust the price and to apply a corresponding
delay in delivery.

If dispatch is delayed due to lack of instruction by the Purchaser or to any reason not depending on ABB
S.p.A., ABB S.p.A. reserves the right to deliver the equipment to an external warehouse, which will keep
materials as depositary on behalf of the Purchaser. The equipment shall be considered as dispatched; all
payments shall be done accordingly and costs for warehouse and following dispatch shall be debited to the
Purchaser.
The title of the Supply, and the related risks, shall pass to Purchaser from the day of delivery of Supply to the
external warehouse.

3.4.4 Delivery conditions and transfer of risk

FCA Dalmine - Italy, according to Incoterms 2010
The title of the Supply, and the related risks, shall pass to Customer from the day of delivery of Supply to the
Customer directly or to the carrier, also where delivery is free of carriage or if assembly is included, or where
transport is charged by ABB.
Delivery terms and type (air, sea or land) modifications at a later stage (during order procurement) will
results in commercial implication

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3.4.5 Packing type
Suitable per express courier DHL or TNT
To be defined based on final destination and delivery type (by land-sea-air)

3.4.6 Warranty
Warranty is valid for 12 months from commissioning of the plant, or 18 months from the delivery, whichever
expires earlier.
Warranty is valid only if there were applied all recommendations included in relevant “Installation, operation
and maintenance instruction Manuals”.
Under penalty of expiration, the failure shall be notified within 30 days from the date of its first detection.

3.4.7 Penalties
Not applicable.
ABB S.p.A. is ready to accept penalties for late delivery, but it should be expressly mentioned in order
confirmation or else they will not be applicable.
In any case the penalty shall not exceed 0.5% per week of delay with a maximum of 5% (both percentages
referred to the value of the delayed equipment).
The penalty shall be considered as liquidated damages.
Purchaser shall lay a claim to ABB SPA in writing within 6 months from the date the delivery should have
occurred; otherwise he will lose his right to receive penalties.
ABB S.p.A. shall pay no penalty for delays in delivery, directly or indirectly caused by the buyer (e.g. modified
technical specification, diagrams, variation of order, and delay in documents approval). In this case, ABB S.p.A.
reserves the right to modify delivery date and price accordingly. There shall be no other liquidated demages
or penalties for delays except for those stated above. The payment of liquidated damages shall be the sole
and exclusive remedy for late delivery. Where ABB, in the case of delay, is required to pay liquidated damages
in accordance to Article 1382 of the Italian Civil Code, the same shall be the sole remedy available for the
Customer, thus expressly excluding reimbursement of any further damages.

3.4.8 Routine Tests and Acceptance Test

This offer includes standard routine tests of the materials at the ABB’s factories, according to IEC Standards.
When the Customer requires and ABB accepts further unplanned tests, these shall be at the Customer’s
expense. Other type tests/ special tests can be evaluated and confirmed in future revisions of the offer, if
requested by Purchaser.
Customer has the right and the duty to notify, in due time, the intention of attending, at its own expense, routine
tests of the materials at the ABB’s factories. In this case, all the relevant costs, including travel, labour, transport
of the inspectors, shall be borne by the Customer; these tests are executed at the Customer’s risk and liability,
which must also take responsibility for the complete safety of the workplace, also as required by Article 26 of
ABB General Conditions of Contract - March 2011 Edition.
ABB will notify the Customer with sufficient warning, the date on which the tests will be executed: if the
Customer decides not to attend or however he doesn’t refer to ABB S.p.A. his intentions within 2 weeks, the
tests will be executed in any case and the results notified thereto.

If Factory Acceptance Test (FAT) is required, in accordance to “General Conditions for the supply of
mechanical, electrical and electronic products - Orgalime S2000" with the following addendum on clause 6:
At the notification of the date of accomplishment of the FAT in case the Purchaser renounce to attend shall
notify ABB S.p.A. in writing. In case the Purchaser fail to attend the confirmed FAT, ABB S.p.A. shall be
compensated for the incurred costs for FAT preparation and area occupied, the compensation is estimated
0,05% / day of the supply total amount.

3.4.9 Liability limitation

Without prejudice to the mandatory provisions of law, the liability of ABB towards the Customer for direct
damage under the Contract, any other kind of damage, and for any other existing form of damages and/or
compensation envisaged by law and/or these Conditions and/or the Contract cannot in aggregate exceed 15%
of the Price.
Without prejudice to the mandatory provisions of law, ABB shall not be required to compensate the Client for
loss of profits and/or any indirect and/or intermediate damage. For example but not limited to the following,

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ABB shall not be required to pay damages for loss of sales, loss of profit, loss of contract, and failure of the
realized work to perform.
In any event, ABB shall not pay the Customer any damages that the Customer might be obligated to pay third
parties for any reason.
In the case of a dispute over interpretation, the provisions of this article shall prevail over any eventual contrary
other provision contained in the Conditions and/or the Contract.
3.4.10 Governing Law and Jurisdiction
The Contract is governed by Italian law. Any dispute regarding the validity, interpretation, execution and/or
termination of the Contract, the Conditions, the Order and/or the Order Confirmation shall be referred to the
exclusive jurisdiction of the Court of Milan, Italy.
In any case, the Vienna Convention on Contracts for the International Sale of Goods of 1980 shall not apply
to the Contract.

3.4.11 Export Control

The Customer shall comply with all legislation applicable to the export of products and technologies.
In no case shall the Customer sell or consign to ABB goods in those nations where ABB prohibits sales
and/or delivery, as indicated in the Offer or in the Order Confirmation.
ABB reserves the right to withdraw from Offers and/or from existing Orders and/or terminate the relevant
Contracts:
• if ABB does not receive the end use declaration with the Order or before the same; or
• if ABB does not receive a declaration of non-nuclear or military end use; or
• if the end use is uncertain.

The supply of imported goods and/or goods for export, in the case of a non-Italian Customer, is possible
only after obtaining the necessary authorization from the competent government authorities.

3.4.12 Order and site activities cancellation\modification

- Product: Within 48 hour form PO receiving: no extra charge;
- Product: Beyond 48 hour from PO receiving: following project progress check we will debit costs
sustained by ABB;
- Activities planning modification\ cancellation within 2 weeks from starting date: 1’200,00 euro
- Activities planning modification\ cancellation after planning: 300,00 euro
- Spare parts: For order\item cancellation\modification we will debit the 25% of the order\item total
value; minimum debit 150, 00 euro.
- cancellation fees processing cost: 300 euro
3.4.13 Response time
In case of short-term request for staff (deployment within 3 business days) we reserve the right to add a
surcharge to the ABB billing rates, currently 50%. See rates paragraph 5.

3.4.14 Term Deviation

None

3.4.15 Bank Guarantee / Letter of credit (if applicable)

ABB SPA reserves the right to ask, at the moment of the Order award, a first demand bank guarantee/letter
of credit for the 100% of the Contract value. The letter of credit shall be opened through the Italian Bank
which will be indicated by ABB. The Letter of Credit shall be irrevocable, confirmed, and operative and shall
allow partial shipments.
3.4.16 Spare Parts Liability Clause
According to ABB highest safety and liability standard, the spare parts sold by ABB SPA Power Products
Medium Voltage Factory in Dalmine (BG) Italy, are classified in accordance with the skills and tools
required for a correct replacement.

When a spare part is classified as “S+T”, it means that it is required a specific knowledge and that part
can only be replaced by Authorized Personnel which is defined as:
- Service Technician of ABB SPA Power Products Medium Voltage Factory in Dalmine (BG), Italy
- Technician duly trained at level 3 and registered in SerDa (Service Database).

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If the activities of replacement are performed by NOT Authorized Personnel as described above, ABB
S.p.a. shall not grant any warranty on the goods and on the spare parts and ABB S.p.A. shall not be liable,
except as provided for by the law, for any direct, special, indirect or consequential damages or losses to
people or goods or spare parts such as but not limited to loss of revenue, loss of use, loss of power, costs
of capital or costs of replacement power and any kind of damages that the Purchaser should pay to third
parties for any reason.

Since the work should be executed by skilled and authorised – as described above - technician only, NO
instruction or additional detailed information / documentation will be available/released.

For additional information please send and email to service.mv@it.abb.com or call the Service
Department at ABB SPA Power Products Medium Voltage Factory in Dalmine (BG), Italy at +39 (035)
695.111.

3.4.17 Privacy Clause

In accordance with Art. 13 – Italian Legislative Decree n° 196 dated 30th June 2003, (Personal Data
Protection Code legislation concerning Personal Data Protection - which ratified European Community
Directive 95/46/CE) -, both parties agree that personal data provided by each other shall be treated
processed exclusively for the contractual purposes contained in the present
Contract, in compliance with the above mentioned law and for the fulfillment of legislative obligation for
either fiscal and book-keeping purposes.
All the above data will be treated processed using either SW or manual reporting and in any case
maintained in safe environment.
Data and information processed as above mentioned could be disclosed to third parties, even outside
Italy, in accordance with the same scope for which they have been collected.
Parties agree on mutual rights defined in Art. 7 of the above mentioned Decree by Italian Data Protection
legislation contacting:
For ABB:
ABB Competence Center Data Privacy
At the e-mail address cdc.dataprivacy@it.abb.com
In accordance to Art. 7 of the above mentioned Italian Data Protection legislation each data subject has
the right to obtain, in any time, the confirmation as to whether or not personal data concerning him exist,
has the right to be informed of the source of the data, purposes, methods and logic applied to processing,
and has the right to obtain their updating, rectification, integration.
Furthermore each party has the right to object in whole or in part on legitimate ground to the processing
of data, and obtain the cancellation of the data treated in violation of the Law.

3.4.18 Business Ethics

1. The Business Partner hereby warrants that it will not, directly or indirectly, and it has no knowledge that
other persons will, directly or indirectly, make any payment, gift or other commitment to its customers, to
government officials or to agents, directors and employees of ABB or any other party in a manner contrary
to applicable laws (including but not limited to the U.S. Foreign Corrupt Practices Act and, where
applicable, legislation enacted by member States and signatories implementing the OECD Convention
Combating Bribery of Foreign Officials) and shall comply with all relevant laws, regulations, ordinances
and rules regarding bribery and corruption.

2. Nothing in this Agreement shall render ABB liable to reimburse the Business Partner for any such
consideration given or promised.

3. The Business Partner’s material violation of any of the obligations contained in Section 1. above may
be considered by ABB to be a material breach of this Agreement and shall entitle ABB to terminate this
Agreement with immediate effect and without prejudice to any further right or remedies on the part of ABB
under this Agreement or applicable law. The Business Partner shall indemnify ABB for all liabilities,
damages, costs or expenses incurred as a result of any such violation of the above mentioned obligations
and termination of this Agreement.

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4. The Business Partner herewith acknowledges and confirms that he has received a copy of ABB’s Code
of Conduct and the ABB Supplier Code of Conduct or has been provided information on how to access
the Code of Conducts online. The Business Partner agrees to perform its contractual obligations under
this Agreement with substantially similar standards of ethical behavior.

5. ABB has established the following reporting channels where the Business Partner and its employees
may report suspected violations of applicable laws, policies or standards of conduct:

Telephone: +41 43 317 3367

Web portal: www.abb.com/ethics
Mail: ABB Ltd
Legal & Compliance
Affolternstrasse 44
Switzerland

3.4.19 Italian Law 136/210

Before the signature of the Contract, the Customer shall inform ABB if the Contract itself is subject to the
provisions of the Italian Law 136/2010 and subsequent amendments and integrations.
In this case, before the signature of the Contract the Customer shall notify to ABB the so called Codice
Identificativo di gara (GIC) and, if required, the so called Codice unico di progetto (CUP).
Furthermore in this case, whatsoever financial transfers relevant to the Contract performance shall:
i) be done exclusively through bank or postal transfer or through Ri.Ba. (electronic bank receipt)
ii) be identified by the GIC code and, if required, by the CUP code CUP.
The Customer is hereby acquainted that, in the absence of the above information within the abovementioned
deadline. ABB shall be unable to fulfil the obligations provided for by Italian Law 136/2010 in respect both of
the Customer and of the subcontractors eventually utilized by ABB to perform the Contract with the Customer.
The Customer shall be the sole responsible for any consequences deriving from the absence of the above
information within the abovementioned deadline and shall indemnify and keep ABB harmless from any
damages or consequences.

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4. GENERAL CONDITIONS OF CONTRACT
Foreword
These general conditions of contract apply to the contractual relations
between ABB and its Customers regarding Products, Systems or
Services.
The Conditions, together with the Order and the Order Confirmation,
constitute the entire agreement between the Parties and supersedes
any prior oral or written understandings or representations between ABB
and the Customer relating to the Supply.
ABB has deposited the original of this document with Dr. Alfonso
Colombo, Notary Public in Milan.
ABB has made these conditions knowable also by:
1. making them available at each ABB office and at all authorised
representatives; and/or
2. publishing them on the Internet at the ABB website http://www.abb.it
(in the section “Informazioni Utili” “Area Clienti e Fornitori”, and or any
other headings).
Capitalised terms of these Conditions shall have the meaning attributed
thereto in Article 1 “Definitions”.
1. DEFINITIONS
ABB: ABB S.p.A. and its eventual successors.
Customer(s): a customer who requests and/or receives an Offer from
or submits an Order to ABB, and, where provided under the Order
Confirmation and/or applicable laws, its eventual successors.
Company Group: the set of companies directly and/or indirectly
controlled by a Party and of the companies subject with that Party to
common control.
Conditions: these General Conditions of Contract.
Supply: the overall scope of the Order Confirmation.
Contract: the provisions of the Conditions, of the Order and of the Order
Confirmation. Offer: the document which ABB submits to a Customer in
order to receive an Order. Order: the document (and its attachments)
signed by the Customer and submitted to ABB for acceptance whereby
the Customer orders from ABB Products, Systems and/or Services. The
definition of Order also covers the changes to an Order accepted by
ABB after the signature of the Contract.
Order Confirmation: the written communication whereby ABB confirms
the acceptance of an Order to the Customer, thus stipulating the
Contract.
Party: the Customer and/or ABB.
Parties: the Customer and ABB.
Price(s): the price(s) indicated in the Order Confirmation. Product(s):
the good(s) specified in the Order Confirmation.
Service(s): the service(s) specified in the Order Confirmation.
System(s): the system(s) specified in the Order Confirmation.
2. STRUCTURE OF CONTRACT
Unless otherwise agreed to by the Parties, the Customer agrees that
each Order referring to the Conditions, and the relevant Order
Confirmation from ABB, is a separate contract, legally independent from
any others.
Each time the Customer submits an Order which is subject to the Order
Confirmation by ABB the relevant Supply shall be subject to the further
contractual conditions for Products, Systems and/or Services indicated
in the Order and in the Order Confirmation which are part of the
Contract.
In case of differences between the terms of the contractual documents,
those contained in the Order Confirmation and in the Conditions prevail
over those contained in the Order, and those contained in the Order
Confirmation prevail over those in the Conditions. Any eventual general
conditions applied by the Customer not expressly accepted in writing by
ABB, also where indicated in the Order and/or on the reverse of the
Order, shall not apply.
ABB’s Offer is valid only when transmitted in writing and for the period
indicated in that Offer. No ABB agent or intermediary has the power to
accept Orders on behalf of ABB. The Contract is stipulated between the
Parties when ABB, after receipt of the Order, notifies the Customer in
Pag. 10 of 17, Offer 20Q REV1 EP&E SOBOCE
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writing about the acceptance of the same by sending the Order
Confirmation. Upon receipt of the ABB Order Confirmation, the
Customer should verify all the information provided therein; it is
considered accepted by the Customer if not challenged immediately
in writing by the latter. The materials and services not expressly
described in the Order Confirmation will be invoiced separately.
3. GENERAL TERMS
3.1. All the information exchanged by the Parties shall be considered
non-confidential. If the Parties intend to communicate, receive, or
exchange confidential information, they shall stipulate and sign a
specific confidentiality agreement.
3.2. The Parties may communicate by electronic means and these
communications shall be considered equivalent to a written document,
having full contractual validity between the Parties, except as provided
under mandatory provisions of applicable law. The identification code
contained in an electronic document, albeit differing from a digital
signature, shall be sufficient for the identification of the sender and the
authenticity of the document.
In particular, the Parties expressly agree that any Order transmitted by
electronic means will be considered equivalent to a signed paper
document by the Parties, with the same compulsory and binding effect,
except as provided under mandatory provisions of applicable law.
3.3. The Parties shall not undertake any legal, judicial and/or
extrajudicial action to protect their rights under the Contract, after the
expiry of two years from the date of the event which entitles such action.
3.4. The transfer of the Contract within the ABB Company Group shall
not require the Customer’s consent.
3.5. The Customer agrees that, at the care and expense of ABB, ABB
can install on the Products/Systems any technical modifications
considered mandatory by ABB (for example, those necessary for
safety/security reasons). The parts removed become the property of
ABB; the Customer declares that it has suitable authorisation from the
proprietor or holder of other rights, to transfer to ABB the ownership and
possession of the parts removed.
3.6. The Customer is only responsible for the results obtained from the
use of the Products, Systems or Services.
3.7. If any clause of the Contract is declared invalid or unenforceable,
the remaining clauses of the Contract shall remain fully applicable and
valid.
4. PRICES
Except as otherwise agreed in writing, the Price refers to a Supply
delivered ex factory and excluding packaging, VAT, customs duties and,
in general tax or financial charges connected with sale and export.
The Prices agreed do not bind ABB in the case of changes to the
quantities and/or qualities of the Products to be provided and shall be
updated in the case of extension of the delivery schedule for the reasons
foreseen under Article 8 (Delivery Schedule) of the Conditions.
5. PAYMENT & INVOICING
The Price shall always be paid via bank credit transfer to the account
designated by ABB within the contractually established dates or, unless
otherwise agreed, within 30 (thirty) days from the date the invoice is
issued. The transfer of sums to ABB is always at the risk of the
Customer, whatever means of payment is chosen. Any agreement on or
the receipt by ABB of notes or documents of credit are understood as
mere facilitation for the transaction, and grants ABB the right to
reimbursement of the applicable interest, costs and commissions, is
subject to clearance thereof, and does not change the place of payment,
which remains as indicated above. In the case of late payment, the
Customer shall pay ABB interest for late payment at the rate determined
on the basis of Article 5 of Legislative Decree No. 231/2002, without
prejudice to any further damages. When possible according to the
Supply, ABB may split the invoicing of deliveries. In this case, each
delivery will be billed separately, as per the contractually established
payment terms. Any complaint by the Customer, including for delayed
Date: 10/07/2020

deliveries or incomplete Supply of non-essential parts, does not give the
Customer the right to suspend or delay payment.
Except as explicitly agreed otherwise by the Parties, invoicing for the
delivery of Products or Systems shall be done in full at shipment. Upon
specific request of the Customer, the material furnished for the
execution of works may be invoiced simultaneously with the execution
and invoicing of the same.
In the case of labour services or on site activities paid as consumed,
ABB shall issue the relevant invoice simultaneous to the receipt of the
ABB personnel time cards duly countersigned by the Customer.
6. SUSPENSION OF DELIVERIES
If the Customer fails to make one or more payment at the due date, or if
it fails to fulfil any of its contractual obligations, then ABB has the right
to suspend deliveries. After the completion of the Contract ABB may
also suspend deliveries in the case where the Customer’s economic
conditions change substantially, as in the case of one or more protests
of bills, enforcement proceedings, establishment of pledges and/or
mortgages, applications for temporary receiverships, composition with
creditors, or termination of business.
7. LIMITATION OF LIABILITY
Without prejudice to the mandatory provisions of law, the liability of ABB
towards the Customer for direct damage under the Contract, any other
kind of damage, and for any other existing form of damages and/or
compensation envisaged by law and/or these Conditions and/or the
Contract cannot in aggregate exceed 100% of the Price.
Without prejudice to the mandatory provisions of law, ABB shall not be
required to compensate the Customer for loss of profits and/or any
indirect and/or intermediate damage. For example but not limited to the
following, ABB shall not be required to pay damages for loss of sales,
loss of profit, loss of contract, and failure of the realized work to perform.
In any event, ABB shall not pay the Customer any damages that the
Customer might be obligated to pay third parties for any reason.
In the case of a dispute over interpretation, the provisions of this article
shall prevail over any eventual contrary other provision contained in the
Conditions and/or the Contract.
8. DELIVERY SCHEDULE
The delivery dates run from the date of the latest among the following
events:
- from the date of the agreement between the Parties on all the delivery
conditions;
- from the receipt by ABB of the advance payment for the Order, where
foreseen;
- from the receipt by ABB of the technical data from the Customer or
third parties designated thereby or from the approval of the ABB’s
executive drawings and plans by the Customer, where foreseen;
- from the receipt by ABB of the materials which must eventually be
provided by the Customer or by a third party designated thereby;
- when the Customer receives authorisation to import the material(s) or
to make the payments, where applicable.
To calculate delivery dates, weeks of 5 (five) working days, excluding
public holidays, are considered. The delivery dates indicated are
considered automatically extended in the case of unforeseen events for
a period of time equivalent to the duration of the event itself. ABB will
not therefore be liable, in any case and for any reason, for any direct or
indirect damages caused by the delivery of materials later than the date
indicated; the Customer, however, accepts delivery of the material
ordered also after that date. The delivery date is further extended if the
Customer does not perform its contractual obligations on time and, in
particular:
- if payments are not effected timely;
- if the Customer does not provide the data necessary at the schedule
time before or during processing;
- if the Customer requests changes during the processing of the Order;
- if the Customer delays delivery of material before or during the
processing of the Order.
If delivery is not made for any reason due to events independent from
ABB, the delivery is considered as made to all effects upon simple notice
of completion of Supply.
By delivery date the Parties mean the date of issue by ABB of notice of
goods ready or notice of shipment to the Customer, or consignment to
the carrier or shipper indicated thereby in the Order, or in the notice of
goods ready for testing.
Pag. 11 of 17, Offer 20Q REV1 EP&E SOBOCE
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9. DELIVERY – PACKAGING – SHIPMENT AND TRANSPORT
Except as otherwise agreed in writing, ABB delivers its Products and/or
Systems ex factory, by delivery of the same to the Customer or to a third
party engaged thereby in time. Otherwise, the Customer authorises ABB
to select and appoint, on behalf of the Customer, a carrier or shipper,
holding ABB harmless from any liability for the selection. The Products
and/or Systems are always transported at the expense of the Customer
and are not insured against risks deriving from transport, unless upon
written request from the Customer contained in the Order with which the
Customer undertakes to pay the relative costs. If the Customer fails to
pick up the Products and/or Systems, ABB has the right to charge 1%
(one percent) per month of the invoice value for storage costs (further
to what is stated for late payment). Storage is provided at the
Customer’s risk. The Customer is obliged to check the Products and/or
Systems and report any eventual shortages/deficits before accepting
delivery by the carrier and, thus, before signing the transport document
for receipt. Any eventual latent defects must be notified to the carrier by
registered letter, copied to ABB, within eight days of receipt of the
Products and/or Systems. Otherwise the Customer loses its associated
rights. The return of Products/Systems or packaging is not accepted
without the prior written consent of ABB. In this case too, the
Products/Systems are transported at the Customer’s own risk and
expense.
The exclusion of packaging, in the case of goods for which it is normally
used, or the use of special packaging, must be expressly requested by
the Customer when placing the Order. ABB uses standard packaging
materials and procedures, remaining explicitly discharged of any and all
liability related to eventual faults and/or damages deriving from the
packaging which, due to force majeure, the materials may suffer or
cause during transport.
The material is always transported on behalf of the Customer and at the
risk and liability thereof, also in the case of returns. The Customer must
notify ABB of the necessary instructions for shipment and any other
related measures, where ABB by contract is charged of this obligation;
otherwise ABB will handle the shipment at the Customer’s expense,
without taking any liability.
10. LIQUIDATED DAMAGES/DELAYS IN DELIVERY
Liquidated damages for delay are applicable only if expressly
indicated in the Order Confirmation. Where ABB, in the case of delay,
is required to pay liquidated damages in accordance to Article 1382 of
the Italian Civil Code, the same shall be the sole remedy available for
the Customer, thus expressly excluding reimbursement of any further
damages. Liquidated damages are not due when the delay in the
performance is attributable to an unforeseen circumstance or to an
event not related with the direct responsibility of ABB. Liquidated
damages shall be due only when the Customer has notified ABB by
registered letter about its intention to apply the same and shall be due
and applicable only from the date of receipt by ABB of such notification.
In any case liquidated damages are not applicable where not demanded
within 10 (ten) days from the delivery of the delayed Supply.
The Customer expressly renounces to set off the amounts due as
liquidated damages with other sums due to ABB.
11. TRANSFER OF RISKS
The title of the Supply, and the related risks, shall pass to Customer from
the day of delivery of Supply to the Customer directly or to the carrier,
also where delivery is free of carriage or if assembly is included, or
where transport is charged by ABB.
If shipment is delayed or becomes impossible due to reasons not
attributable to ABB, the Supply remains in storage at the expense, risk
and liability of the Customer.
12. FORCE MAJEURE
ABB shall not be considered liable for non-performance of any
contractual obligation or for any delay in performance caused by:
earthquake, fire, floods, pandemic, invasion, insurrection, revolt, orders
from the civil or military authorities, mobilisation, blockade, war (even in
nations indirectly involved in the Supply), strikes, trade union agitation,
occupation of factories, lock-out, embargo, interruption of all types of
goods transport, and any case beyond the control of ABB, also where
not specifically listed here. The delivery terms are suspended
throughout the period of time during which one of the causes indicated
hereinabove delays execution of the Contract.
Date: 10/07/2020

13. TECHNICAL DOCUMENTATION
The Customer acknowledges to have been informed about the safety
rules relevant to use of the Products.
Except for particular different instructions to be agreed in writing, the
machines, devices and materials are compliant with the CEI (Italian
Electro-technical Committee) rules, with IEC and/or with the specific
sector technical rules and/or current EU Directives. The weights,
dimensions and illustrations of the Products, which are provided only for
information, correspond essentially to the technical characteristics
indicated in the ABB documentation; in the case of a Supply whose Price
is agreed with specific reference to the weight, usage tolerances apply.
ABB reserves the right to apply, at any time, such non-substantial
modification to its Products or Systems as it shall consider appropriate,
informing the Customer however if these can have an impact on the
installation of the same.
If the Customer proposes technical modifications to the ABB scope of
supply, as indicated in its Offer or in the designs submitted, in such that
a way that the same have mandatory application, there must be full
written agreement between the Parties both on the variations or
modification that may cause in the Prices, and on the delivery date
established previously. The presentation of proposed modifications
does not suspend the validity of the Contract.
14. TESTS
The Customer has the right and the duty to notify, in due time, the
intention of attending, at its own expense, routine tests of the materials
at the ABB’s factories. In such event, ABB will notify the Customer with
sufficient warning, the date on which the tests will be executed: if the
Customer is not present on such date, the tests will be executed in any
case and the results notified thereto.
When the Customer requires and ABB accepts further unplanned tests,
these shall be at the Customer’s expense.
No later than 30 (thirty) days from completion of the works by ABB, the
Customer, if so agreed, may request the inspection of materials at its
premises or at the installation site, to verify their regular operation.
In this case, all the relevant costs, including travel, labour, transport of
the inspectors, shall be borne by the Customer; these tests are executed
at the Customer’s risk and liability, which must also take responsibility
for the complete safety of the workplace, also as required by Article 26
below.
Once these tests are favourably completed, or the aforementioned
period has expired without the Customer requesting the said tests, the
Supply is considered accepted by the Customer.
Where, at these tests, the Supply is found not to comply with the
Contract, ABB shall be put in the position to eliminate the deficiencies
as soon as possible. The repair of such defects constitutes the only
remedy which ABB shall be required to implement, with express
exclusion of the further damages or the termination of the Contract.
15. ASSEMBLY
Except as otherwise agreed, the installation of devices and assembly of
components and, more in general, of the Supply are executed at the
care and expense of the Customer.
Upon request of the Customer, the installation may be ordered from ABB
at the Prices indicated at the date of request. The Customer must
prepare the necessary works and connections in good time and provide
all the hook-ups and preparation as necessary, including the safety of
the premises where the installation is to be executed.
16. WARRANTY – CLAIMS
ABB guarantees the Supply according to the law. Upon expiration, the
warranty expires even if the devices have not been operated for any
reason. In the case of faults, as long as this does not depend on
assembly errors by the Customer or third parties, on incorrect use of the
materials, lack of or incorrect maintenance, normal wear and tear, faults
caused by inexperience or negligence by the purchaser or by transport,
by the improper storage of the materials, or
failure by the Customer to adopt measures to reduce eventual
dysfunction, overload with respect to the contractual limits, by
unauthorised intervention, by tampering or action effected by the
Customer, to force majeure, ABB will, throughout the warranty period,
repair or replace any defective part of Supply free of charge, in the
shortest possible time, at its premises. Where the repair cannot be
Pag. 12 of 17, Offer 20Q REV1 EP&E SOBOCE

executed at ABB premises, except as otherwise agreed, all the
supplementary or relevant expenses shall be borne by the Customer.
Repair or replacement will be executed only if the Customer has
performed all its obligations to that date. The Customer may not
suspend performance of the obligations in any case in which this
warranty is invoked. The term for the repair or replacement of the faulty
Supply will be agreed by ABB and the Customer. The shipment of any
Supply claimed to be faulty by the Customer to ABB and subsequently
by ABB to the Customer, shall be at the risk and under the responsibility
of the Customer, who shall arrange adequate insurance coverage. The
Supply repaired or replaced is shipped at the expense and risk of the
Customer. Any dispute about a shipment has no effect on the remainder
of the Supply. The Products replaced by ABB become the property of
ABB.
The warranty period is 12 months from delivery of the Supply, even
when the Supply has not been placed in service.
Any claim regarding the Supply, machinery, plant or components not
compliant with the specifications or the contractual documentation must
be raised in writing, within a maximum term of 8 days from delivery,
when the time limit for action expires. In the case of Systems, this term
is 60 days from execution of the disputed service when the time limit for
action expires.
In the case of latent defects, the terms indicated above run from the date
of discovery. Once the warranty period has expired claims are not
accepted, even for latent defects.
Where the claim is timely and justified, ABB’s obligation is limited to
replacement of the goods found not in compliance or repetition of
execution of the non-compliant service, excluding all rights to the
Customer to seek termination of the Contract and/or compensation of
damages.
With reference to the provision of spare parts, ABB reserves the right to
provide material either from the original supplier or from equivalent
supplier.
17. EXPRESS CANCELLATION CLAUSE
In accordance with Article 1456 of the Italian Civil Code, ABB may
terminate the Contract upon the occurrence of any of the following
events:
- non-payment by the Customer by the terms agreed in the Price and/or
the relative variations of the same foreseen at Article 4 of these
Conditions;
- non-compliance with Article 24 entitled “Business Ethics”;
- non-compliance with Article 26 entitled “Activities at the Customer’s
premises - safety at work” and the provisions in matters of occupational
health, safety and hygiene, and environmental protection, with specific
but not limited reference to Legislative Decree no. 81/2008, as
amended;
- failure to respect the limitations and obligations envisaged at Article 20
entitled “Export Control”;
- non-compliance with the provisions of Article 19 “Intellectual Property
Rights”.
ABB shall notify the Customer of its intention to terminate the Contract
with formal notification by registered mail. The termination of the
contract will be effective from the date of receipt by the Customer of
such a letter.
18. TERMINATION
Each Party, before the termination of the Contract, shall give a formal
notification to the other Party to remedy the non-performance within a
minimum period of 30 days, pursuant to Article 1454 of the Italian Civil
Code. In any case, the Customer may not terminate the Contract if ABB
has started to remedy before the expiry of the term indicated above and,
thus continued in good faith to execute the Contract with due diligence.
19. INTELLECTUAL PROPERTY RIGHTS
The Parties do not grant each other the right to exploit their brands,
commercial names or other denominations (or those of their respective
Company Groups) in any type of publication, including advertising,
without the prior written consent of the other proprietor Party.
Each Party grants the other only the licenses and rights expressly
specified in the Order Confirmation.
All data, information, documents, as well as the intellectual property
rights whether registered or not (hereinafter collectively indicated as the
"Documentation"), in whatever form transmitted, remain the sole and
Date: 10/07/2020

exclusive property of ABB and are supplied to the Customer only for the
performance of the Contract.
The Customer shall not use the Documentation received for reasons
other than those foreseen under the Contract; the Customer shall not
communicate to third parties, reproduce or license the Documentation
received without the explicit prior written authorisation of ABB.
The Customer shall return the Documentation received to ABB along
with all copies (if any) upon simple request from ABB whenever the
said Documentation is no longer necessary for the performance of the
Contract and/or of for the use of the Supply, except as otherwise agreed
by the Parties.
If the Customer intends to use the Documentation provided and the
relevant Supply to incorporate the same in other goods/documents, the
Customer shall be responsible to ensure that in the use to be made
thereof, the industrial property rights of third parties are not breached
and exclusively assumes full liability for the consequences deriving from
any possible violations, keeping ABB fully indemnified from/for of all kind
of liability.
In any case, if the Contract is executed by ABB on the basis of the
Customer’s specific technical documentation, ABB assumes no liability
for any eventual violation of the industrial property rights of third parties
and the Customer shall keep ABB fully indemnified from/for of all kind of
liability.
20. EXPORT CONTROL
The Customer agrees not to disclose, use, export, or re-export, directly
or indirectly, the Supply except in compliance with all applicable export
control regulations. The Customer also represents and warrants that the
Supply will not be used, directly or indirectly, for the design or production
of chemical or biological weapons or precursor chemicals for such
weapons; for the design or production of nuclear weapons; or for the
design or production of missile delivery systems.
If required for delivery to the Customer, ABB shall apply for an export
license from the appropriate national export control authorities, but only
after the Customer has provided any documentation required from it
for the license application. The Customer shall furnish such
documentation within a reasonable time after Order Confirmation. Any
delay in obtaining such license shall suspend performance of the
Contract by ABB. If an export license is not granted or, once granted, is
thereafter revoked or modified by government authorities, the Contract
may be canceled by ABB without liability for damages of any kind that
result from such cancellation. If requested by ABB, the Customer shall
provide ABB an export control Letter of Assurance or End-User
Statement in a form satisfactory to ABB.
During the life of the Contract, the Customer also agrees not to export,
re-export, or otherwise supply the Supply, directly or indirectly, to any of
the countries set out in the Order Confirmation or to any country, entity,
or individual that is subject to restrictions under applicable national or
multilateral sanctions programs.
21. GOVERNING LAW AND JURISDICTION
The Contract is governed by Italian law. Any dispute regarding the
validity, interpretation, execution and/or termination of the Contract, the
Conditions, the Order and/or the Order Confirmation shall be referred to
the exclusive jurisdiction of the Court of Milan, Italy.
In any case, the Vienna Convention on Contracts for the International
Sale of Goods of 1980 shall not apply to the Contract.
22. WITHDRAWAL
ABB has the right to withdraw from the Contract upon the occurrence of
any of the following events:
- changes in the ownership or the company structure thereof;
- within thirty (30) days after an event of force majeure in accordance to
Article 12 “Force majeure”.
In the case of termination, the Customer shall return to ABB the designs,
drawings and technical documentation owned by the latter, with no right
to indemnity or compensation of any kind.
ABB shall notify the Customer of its intention to withdraw from the
Contract by sending a registered letter.
Termination shall be effective from the date of receipt of such notice.
23. DATA PRIVACY
ABB hereby acknowledges that, under and for the effects of Article 13
of Legislative Decree no. 196 of 30 June 2003, the data provided by the
Customer shall be processed solely for contractual purposes and for the
Pag. 13 of 17, Offer 20Q REV1 EP&E SOBOCE

fulfilment of the related legal requirements, including tax or accounting
requirements. The information shall be processed using both electronic
and manual recording systems, and in any case shall be stored in
secure environments. Processed data and information may be disclosed
to third parties operating in Italy or abroad, solely for the purposes
specified above.
Processed data and information shall not be distributed.
In accordance with the above-mentioned law, ABB acknowledges that
the Customer may exercise the rights provided under Article 7 of
Legislative Decree no. 196 of 30 June 2003, at ABB's headquarters, by
contacting the ABB Group’s Data Privacy Department at the following
email address: cdc.dataprivacy@it.abb.com.
In accordance with the above-mentioned Article 7, the Customer is
entitled to receive information about the existence or not of any personal
data concerning it, whether or not already recorded, and to have such
data provided to it in intelligible form. The Customer is also entitled to
be informed of: the source of its personal data; the data processing
purposes and methods; the logic used in the case of electronic
processing, and information identifying the data controller and the
entities or categories of entities to which its personal data may be
disclosed.
The Customer is also entitled to have its recorded data updated,
corrected or, if interested therein, supplemented; to require the deletion,
transformation into anonymous form, or blocking of data illegally
processed, including those that are not required to be maintained for the
purposes for which they were collected or subsequently processed; and
to receive a statement certifying that the aforesaid operations have been
notified, as to their form as well as contents, to the parties to whom the
data have been disclosed or distributed.
24. BUSINESS ETHICS
ABB has adopted a code of conduct, (the “ABB Code of Conduct”),
which is available from the web site www.abb.com. Therefore, in
conducting business with ABB, the Customer is required to familiarize
itself with it and engage in conduct based on the highest ethical
standards.
The Customer hereby warrants that it will not, directly or indirectly, and
it has no knowledge that other persons will, directly or indirectly, make
any payment, gift or other commitment to its customers, to government
officials or to agents, directors and employees of ABB or any other party
in a manner contrary to applicable laws (including but not limited to the
U.S. Foreign Corrupt Practices Act and, where applicable, legislation
enacted by member States and signatories implementing the OECD
Convention Combating Bribery of Foreign Officials) and shall comply
with all relevant laws, regulations, ordinances and rules regarding
bribery and corruption.
Nothing in the Contract t shall render ABB liable to reimburse the
Customer for any such consideration given or promised.
The Customer’s material violation of any of the obligations contained in
this Article may be considered by ABB to be a material breach of this
Agreement and shall entitle ABB to terminate this Agreement with
immediate effect and without prejudice to any further right or remedies
on the part of ABB under this Agreement or applicable law. The
Customer shall indemnify ABB for all liabilities, damages, costs or
expenses incurred as a result of any such violation of the above
mentioned obligations and termination of this Agreement. The Customer
herewith acknowledges and confirms that he has received a copy of
ABB’s Code of Conduct or has been provided information on how
to access the Code of Conducts online. The Customer agrees to
perform its contractual obligations under this Agreement with
substantially similar standards of ethical behavior. ABB has established
the following reporting channels where the Customer and its
employees may report suspected violations of applicable laws, policies
or standards of conduct:
Telefono: +41 43 317 3367 Portale Web:
www.abb.com/ethics
Mail: ABB Ltd - Legal & Integrity Affolternstrasse 44 Switzerland
25. EXECUTION OF ORDINARY AND SPECIAL MAINTENANCE
The activities of installation, commissioning rollout, maintenance and
repair may be executed solely by ABB personnel or by personnel
adequately trained and authorised by ABB in compliance with all safety
rules. Where ABB is not engaged for the installation, commissioning roll
out, maintenance and repair work, ABB cannot, in any way guarantee
that the Products/Systems supplied by ABB are fit for use.
Date: 10/07/2020

26. ACTIVITIES AT CUSTOMER’S PREMISES - SAFETY AT WORK
In the case of activities at Customer’s premises, the Customer is
required to provide to ABB with all the following:
- the full safety of the plant at Customer’s premises and/or of the
Customer site at which ABB activities are to be undertaken;
- free access, sufficient space as well as, in general, whatever may be
necessary and possible, so that ABB may perform its duties and, in
particular, the supply of electrical power and the availability of lifting
equipment for the use of the equipment necessary for the execution of
the activities at Customer’s premises.
The Customer shall also give ABB prior notice of all the risks present in
the work area and implement and guarantee all related and necessary
prevention and protection measures and the emergency plans, so that
ABB personnel is not exposed to the said risks and dangers and so that
health and safety at work is adequately safeguarded.
The Customer shall notify ABB in writing, in the name of its Safety
Manager responsible for the activities to be undertaken and responsible
to meet the ABB personnel before the beginning of the operations.
In the interest of both Parties and in order to provide safe working
conditions, before activity begins the Customer must provide ABB
personnel with all information regarding the Customer and the safety
conditions in the areas and of the plant where they are to work.
ABB personnel may refuse to begin the activities until they are
adequately informed on the safety conditions.
In any case, it is the Customer’s duty to prevent ABB personnel from
accessing the Customer’s site and the relative plant until full completion
of all the operations intended to assure the absolute safety of work on
the plant or part of the plant involved in the operations. ABB operations
shall always be performed with the continuing assistance of the
Customer’s expert personnel and with the use of all protection devices,
including special equipment suitable for safeguarding health and safety.
In the case of accident or injury to ABB personnel, the Customer shall
grant ABB free access to the accident site to ascertain the relevant
cause(s).
27. ITALIAN LAW 136/210
Before the signature of the Contract, the Customer shall inform ABB if
the Contract itself is subject to the provisions of the Italian Law 136/2010
and subsequent amendments and integrations.
In this case, before the signature of the Contract the Customer shall
notify to ABB the so called Codice Identificativo di gara (GIC) and, if
required, the so called Codice unico di progetto (CUP).
Furthermore in this case, whatsoever financial transfers relevant to the
Contract performance shall:
i) be done exclusively through bank or postal transfer or through Ri.Ba.
(electronic bank receipt)
ii) be identified by the GIC code and, if required, by the CUP code CUP.
The Customer is hereby acquainted that, in the absence of the above
information within the abovementioned deadline. ABB shall be unable
Pag. 14 of 17, Offer 20Q REV1 EP&E SOBOCE

to fulfil the obligations provided for by Italian Law 136/2010 in respect
both of the Customer and of the subcontractors eventually utilized by
ABB to perform the Contract with the Customer.
The Customer shall be the sole responsible for any consequences
deriving from the absence of the above information within the
abovementioned deadline and shall indemnify and keep ABB harmless
from any damages or consequences.
Pursuant to Article 1341 of the Italian Civil Code, the following
clauses are specifically accepted and approved:
2. Structure of Contract 3. General Terms 6. Suspension of
Deliveries 7. Limitation of Liability
8. Delivery Schedule 9. Delivery – Packaging – Shipment and
Transport 10. Liquidated Damages/Delay in Delivery 14. Tests 16.
Warranty – Claims 19. Intellectual Property Rights 20. Export
Control 21. Government Law and Jurisdiction 22. Withdrawal 26.
Activities at Customer’s premises- safety at work
28 Covid-19
The Parties are aware of the current outbreak of the Coronavirus
worldwide which is or may impact normal business and execution
of this Contract. The Parties agree that ABB is entitled to any
potential cost compensation, time extension, or other reasonably
required contract adjustments, if any consequences whether
directly or indirectly resulting out of, or in connection with the
coronavirus outbreak, lead to delays in delivery of goods or
provision of services or otherwise affect ABB’s contractual
obligations or duties”.
The Customer
-------------------------------------------------
[date, seal, and signature]
Pursuant to Article 1341 of the Italian Civil Code, the following clauses
are specifically accepted and approved:
2. Structure of Contract 3. General Terms
6. Suspension of Deliveries 7. Limitation of Liability
8. Delivery Schedule 9. Delivery – Packaging – Shipment and
Transport
10. Liquidated Damages/Delay in Delivery 14. Tests
16. Warranty – Claims 19. Intellectual Property Rights
20. Export Control 21. Government Law and Jurisdiction
22. Withdrawal 26. Activities at Customer’s premises- safety at
work The Customer
-------------------------------------------------
[date, seal, and signature
Date: 10/07/2020
 
5. ABB SERVICE RATES FOR SERVICE ACTIVITIES ABROAD
Validity: from 01/01/2020 to 31/12/2020

1. PRICES

CATEGORY Prices in EURO

A B C
II SKILLED ASSEMBLERS
Weekdays (8 hours) - For each day of absence of the personnel from home
- 1014 1144 1323
for account of purchaser
- Overtime - For each hour of work exceeding 8 hours up to 10 per day 154 176 204
Night and Holidays hours - For each hour of work exceeding 10 hours per
- 188 212 243
day, and for each hour of work on week-end or public Holidays
Holidays - Extra charge for each day of work on weekend and public
- 254 283 325
holidays
Board and lodging expenses - For each day of absence of the personnel
- from home for account of purchaser - (*) Or payment against hotel & 300(*) 300(*) 300(*)
restaurant receipts + 10%
III TECHNICIANS AND CHIEF ASSEMBLERS
Weekdays (8 hours) - For each day of absence of the personnel from home
- 1323 1499 1709
for account of purchaser
- Overtime - For each hour of work exceeding 8 hours up to 10 per day 206 237 271
Night and Holidays hours - For each hour of work exceeding 10 hours per
- 248 281 320
day, and for each hour of work on week-end or public Holidays
Holidays - Extra charge for each day of work on weekend and public
- 331 380 430
holidays
Board and lodging expenses - For each day of absence of the personnel
- from home for account of purchaser - (*) Or payment against hotel & 300(*) 300(*) 300(*)
restaurant receipts + 10%
IV SKILLED TECHNICIANS
Weekdays (8 hours) - For each day of absence of the personnel from home
- 1709 1984 2261
for account of purchaser
- Overtime - For each hour of work exceeding 8 hours up to 10 per day 270 314 408

Night and Holidays hours - For each hour of work exceeding 10 hours per
- 325 372 430
day, and for each hour of work on week-end or public Holidays

Holidays - Extra charge for each day of work on weekend and public
- 430 497 568
holidays
Board and lodging expenses - For each day of absence of the personnel
- from home for account of purchaser - (*) Or payment against hotel & 300(*) 300(*) 300(*)
restaurant receipts + 10%

Pag. 15 of 17 Date: 10/07/2020


ATTACHMENT A – SERVICE RATES
2. FIELD OF APPLICATION
A) Electromechanical appliances.
B) Professional and industrial electronic supplies - drives – static excitation
systems .
C) Services concerning industrial automation systems (including PLC,
Protection & Electrical Control Systems and DCS).
The fees refer to the performance operations under normal conditions and do not
take into account the following special conditions:
- works performed under adverse conditions (+18%)
-services of any kind rendered under emergency conditions1 or, in any case,
not planned (+25%)
- any temporary inability to complete works due to illness or unforeseen
circumstances (-50%)
The above prices do not include any usage of special tools and testing equipment
that will be quoted and charged separately as well as travel expenses which will
be charged at cost (against receipts) +10%.
Board and lodging prices are referred to standard and normal board and lodging
condition.
Travel time also includes the time spent by personnel beyond the first hour in
travelling from their place of residence to the work site and vice versa. All travel
hours will be charged at standard weekday rate.
For service activities lasting less than 4 hours half working day will be charged,
whole working day for service activities lasting more than 4 hours.
Furthermore for each service activity will be charged in addition:
- 4 hours for intervention technical preparation
- 4 hours for final report and the overall documentation
- Additional time required to issue work visa and any other required
documentation, depending on destination country
For air travel lasting more than 8 hours the air ticket will be a business class air
ticket, according to ABB labor rule regulation
3. ACTIVITIES AT CUSTOMER PREMISES – SAFETY AT WORK
In the case of activities at Customer’s premises, the Customer is required to
provide to ABB with all the following:
− the full safety of the plant at Customer’s premises and/or of the Customer site
at which ABB activities are to be undertaken;
free access, sufficient space as well as, in general, whatever may be necessary
and possible, so that ABB may perform its duties and, in particular, the supply of
electrical power and the availability of lifting equipment for the use of the equipment
necessary for the execution of the activities at Customer’s premises.

The Customer shall also give ABB prior notice of all the risks present in the work area and
implement and guarantee all related and necessary prevention and protection measures and
the emergency plans, so that ABB personnel is not exposed to the said risks and dangers
and so that health and safety at work is adequately safeguarded.
The Customer shall notify ABB in writing, in the name of its Safety Manager responsible fo
the activities to be undertaken and responsible to meet the ABB personnel before the
beginning of the operations.
In the interest of both Parties and in order to provide safe working conditions, before activity
begins the Customer must provide ABB personnel with all information regarding the
Customer and the safety conditions in the areas and of the plant where they are to work.
ABB personnel may refuse to begin the activities until they are adequately informed on the
safety conditions.
In any case, it is the Customer’s duty to prevent ABB personnel from accessing the
Customer’s site and the relative plant until full completion of all the operations intended to
assure the absolute safety of work on the plant or part of the plant involved in the operations
ABB operations shall always be performed with the continuing assistance of the Customer’s
expert personnel and with the use of all protection devices, including special equipmen
suitable for safeguarding health and safety.
In the case of accident or injury to ABB personnel, the Customer shall grant ABB free access
to the accident site to ascertain the relevant cause(s).
4. CHANGES TO THE PROCESS AND TO EQUIPMENTS
ABB can submit to the Customer suggestions regarding the process or the equipment of the
Customer. These will be based on the ABB knowledge of the process and of the equipmen
of the Customer, but any changes to the process and to the equipments or the consequen
adjustments, will be done at Customer’s risk and according to his choice under his ful
responsibility.
5. HEALTH AND SAFETY COSTS
Rates do not include costs related to health and safety aspects such as interventions to
manage interferences on site (with other workers belonging to the client or other firms) o
costs to manage particular risks present on site.
The additional costs related to these aspects, will be prior discussed with the client and
calculated separately.
6. ACTIVITIES PAID AS CONSUMED
In the case of labour services or on site activities paid as consumed, ABB shall issue the relevant invoice
simultaneous to the receipt of the ABB personnel time cards duly countersigned by the Customer.

7. TELEPHONE CONTACTS

Service assistance is available using the following telephone numbers:

Telefoni: In case the device is temporarily switched to an answering machine,
Sesto S. Giovanni (MI) 02 - 2414 1 the customer is kindly asked to leave the following data:
- date and hour of the call
- name of the customer
Customer Contact 02 - 2415 0000
- name of the technician and the plant site
Center - number of service contract (as communicated by ABB)
Fax: - short description of request for intervention (urgency, defect,
Sesto S. Giovanni (MI) 02 - 2414 3366 etc)
- phone address of the client (if different from the usual one)

1
when written request for ABB to mobilize either in less than 72 hours (from mobilization) for after sales activities or less than in 10
working days (from mobilization date) for commissioning activities

Pag. 16 of 17 Date: 10/07/2020

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8. PERIODS

For the services described in the above table, the following periods are defined:
day From midnight to 8 am From 8 am to 5 pm From 5 pm to 7 pm From 7 pm to midnight
MONDAY Night overtime Normal workday overtime Night overtime
TUESDAY Night overtime Normal workday overtime Night overtime
WEDNESDAY Night overtime Normal workday overtime Night overtime
THURSDAY Night overtime Normal workday overtime Night overtime
FRIDAY Night overtime Normal workday overtime Night overtime
SATURDAY Night overtime Holidays overtime Holidays overtime Holidays overtime
SUNDAY Holidays overtime Holidays overtime Holidays overtime Holidays overtime
HOLIDAYS* Holidays overtime Holidays overtime Holidays overtime Holidays overtime
* excluding Christmas, Easter, New Year, 1st May, 2nd June and 15th August to be agreed on separately

Pag. 17 of 17 Date: 10/07/2020