FORM OF AGREEMENT PREAMBLE

Transcription

1 FORM OF AGREEMENT THIS AGREEMENT is subject to and governed by Purchase Order No. (hereinafter the Purchase Order or simply the Order ) issued by the Israel Electric Corporation Limited (hereinafter the Purchaser ) to (hereinafter the Contractor ). PREAMBLE A. WHEREAS, the Purchaser intends to install new 220VDC Station Storage Battery for its existing Units at the Rutenberg Power Station near Ashkelon, Israel (hereinafter the Site ), to be known as Rutenberg Units No. 3 & 4 (hereinafter the Assembly/Unit(s) or the Unit(s) ); and B. WHEREAS, the Contractor agrees to provide 220VDC Station Storage Battery with related accessories and installation services as hereinafter specified for said Assembly/Unit(s); NOW THEREFORE, THIS AGREEMENT WITNESSETH as follows: 1. The preamble and the following documents attached hereto shall constitute an integral part of this Agreement, and the Purchaser and the Contractor (hereinafter referred to each as a Party and together as the Parties ) shall observe and abide by them: ANNEXURE A General Conditions, dated 2012, revised 2017; ANNEXURE B Specification ZE , (hereinafter the Specification ); ANNEXURE C ANNEXURE D Contractor's Proposal, including: Summary of Prices and Delivery Schedule C1 ; Summary of Data C2 (where applicable); and Contractor's Proposal Documents C3 all revised for Contract,2018; Contractor's Technical Performance Guarantees; 0000-IEC-Agreement-2005 F rev 2012 SLocal / Import ZE 1530 P. 1 of 5

2 ANNEXURE E2 ANNEXURE F2 ANNEXURE G ANNEXURE H ANNEXURE I ANNEXURE J ANNEXURE K ANNEXURE L ANNEXURE M ANNEXURE N ANNEXURE P ANNEXURE Q ANNEXURE R ANNEXURE U ANNEXURE Y Guarantee for the due performance of the Contract (from Israeli Banks); Down Payment / Advance Payment Guarantees (from Israeli Banks); Price Adjustment (where applicable); Documentation Submission Schedule (where applicable); Security Appendix; Insurance Requirements; Conditions for the Provisions of Contractors Personnel; Delivery, Shipment and Handling; List of Potential Guaranteeing Banks (from Israeli Banks or approved Israeli insurance companies) FORM 1 - Certificate of Insurance; FORM 2 - FORM 3 - Certificate of Provisional Acceptance; FORM 4 - FORM 5 - Quality Control Certificate IEC-Agreement-2005 F rev 2012 SLocal / Import ZE 1530 P. 2 of 5

3 The Purchase Order, this Agreement and the said attached Annexures are hereinafter referred to, collectively, as the Contract. The order of prevailing documents shall be as follows: (i) (ii) (iii) (iv) (v) The Purchase Order This Agreement Annexure A Annexure D All other documents except Annexure C which is made part of the Contract only insofar as it is consistent with the other Contract documents. 2. In consideration of the payments to be made by the Purchaser to the Contractor as specified in the Contract, the Contractor hereby covenants with the Purchaser that the Contractor shall duly and timely: provide, manufacture and deliver 220VDC Station Storage Battery with related accessories (hereinafter Equipment ); render on Site services (hereinafter On Site services or Services ); and carry out all the other elements of the Work; all as further defined in Article 1 of Annexure A and subject to all the terms and conditions of the Contract. 3. The Purchaser, in consideration of the undertakings of the Contractor and of the faithful accomplishment of the Work, agrees to pay to the Contractor the sums stated in the Purchase Order and as further detailed in Annexure C1 and allocated for each Assembly/Unit (hereinafter the allocation for each Assembly/Unit to be referred to as the Basic Contract Price of said Assembly/Unit, and in the aggregate the Basic Contract Price) IEC-Agreement-2005 F rev 2012 SLocal / Import ZE 1530 P. 3 of 5

4 4. (a) In addition to the basic scope of Work specified in Clause 3 above, the Purchaser shall have the following options: (i) to purchase Spare Parts and optional equipment in accordance with the itemized prices set forth in the Purchase Order and as further detailed in Annexure C1 ; (ii) to acquire Services of personnel provided by Contractor, either employed by Contractor or by any of its Subcontractors (hereinafter Contractor s Personnel ) as shall be requested by the Purchaser, if any, at the per diem rates or lump sum rates set forth in the Purchase Order and as further detailed in Annexure C1 ; (iii) to purchase any other option(s) as mutually agreed between the parties in accordance with the itemized prices set forth in the Purchase Order and as further detailed in Annexure C1. (b) In the event any of the aforestated options is exercised by the Purchaser, the terms and conditions of this Contract shall apply mutatis mutandis to the option exercised. 5. Subject to the provisions of Article 4 of Annexure A (Change Orders) and/or Annexure H (Price Adjustment) (where applicable), and except as may otherwise be expressly provided for in the Contract, all the above prices are firm and shall neither be subject to adjustment nor be affected by any variation in the cost of materials, labor, or transport or any costs of conforming with any laws, orders or regulations of any Government or local or other authority or for any other reason. 6. The Basic Contract Price and the Price for Services together with the price of Change Orders and price adjustment (if any) shall hereinafter be referred to as the Contract Price, and shall be paid in accordance with the terms of the Purchase Order as further detailed in Article 18 of Annexure A IEC-Agreement-2005 F rev 2012 SLocal / Import ZE 1530 P. 4 of 5

5 7. [Remark: the following shall apply unless otherwise specified by Purchaser prior to submission of price proposal] The following provisions (hereinafter Special Conditions ) shall apply to the respective contractual variables: (a) With respect to the Warranty Period(s) as specified in Subarticle 16(c) of Annexure A : (i) WP1 is 36 months; WCO1 is 42 months; (ii) WP2 is 36 months; WCO2 is 42 months; (iii) WP3 is 36 months; WCO3 is 42 months; For purposes of this Contract the abbreviation WP means Warranty Period and WCO means Warranty Cut-off. (b) With respect to the Terms of Payment as specified in Subarticle 18(c) of Annexure A : DP1 is 0%; PR1 is 80%; RE1 is 20%; For purposes of this Contract the abbreviation DP means Down Payment, PR means Pro rata (per delivery of Deliverable) Payment and RE means Retention Payment. (c) With respect to the rates of Liquidated Damages for delays as specified in Subarticles 2(b), 11(b)and 11(c) of Annexure A, and the caps specified in Subarticle 24(a)(iii) of Annexure A : (i) LD1A is USD 100; LD1P is 30 days; LD1B is USD 200; LD1C is 3% (ii) LD2A is 1.0%; LD2P N/A; LD2B N/A%; LD2C is 10% (iii) LDcapdelays is 12% (iv) LDcapdelays&performance is N/A For purposes of this Contract the abbreviation LD1 refers to Documentation, LD2 refers to Deliveries. - Final IEC-Agreement-2005 F rev 2012 SLocal / Import ZE 1530 P. 5 of 5