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ELECTRICAL POWER DISTRIBUTION BOARDS & SWITCHGEAR LTD

(EPS)

PROJECT
MOD REHMAN SG & S/S
CLIENT
DAR AL SALAM
OFFER REF.
P16.035.1A

EPS/QMSF-7211-2, Rev. 2

Client: DAR AL SALAM

EPS Offer No: P16.035.1A

Project: MOD-REHMAN- SG & S/S Date: 17-Jan-2016

REVISION

DATE

NAME

NATURE OF MODIFICATION

1A

17-Jan-2016

SKB

First Offer

Muhammad Wasif
Department Manager -Contracts-ETO

Rev: 1A

Emmanuel Boyer
VP-EPSA

2 of 25

This document is strictly confidential and the exclusive property of EPS and neither be used nor disclosed to other parties.

Client: DAR AL SALAM

EPS Offer No: P16.035.1A

Project: MOD-REHMAN- SG & S/S Date: 17-Jan-2016


TABLE OF CONTENTS
Article
No.

Descriptions

Page No.

1.

TERMS AND CONDITIONS ........................................................................................................................4

2.

BILL OF PRICES ...........................................................................................................................................5

3.

SCHNEIDER ELECTRIC PROJECT MILESTONES ..............................................................................6

4.

COMMENTS AND DEVIATIONS ...............................................................................................................7

5.

EXCLUSIONS.................................................................................................................................................8

6.

TECHNICAL OFFER ....................................................................................................................................9

6.1. STATEMENT OF COMPLIANCE ..............................................................................................................9


6.2. ITEMS # 01 - 13.8KV MV SWITCHGEAR MCSET

QTY: 01 ..............................................................9

6.3. TECHNICAL SPECIFICATION ................................................................................................................10


7.

LETTER OF CREDIT FORMAT ...............................................................................................................16

8.

SCHNEIDER ELECTRIC SERVICES PORTFOLIO .............................................................................18

9.

GENERAL CONDITIONS OF SALE...........................................................................................................19


1123456789101112131415161718202122232425-

Rev: 1A

DEFINITIONS ......................................................................................................................................19
SUBJECT MATTER.............................................................................................................................19
SCOPE OF SUPPLY AND SERVICES ...............................................................................................19
VALIDITY PERIOD ............................................................................................................................19
PRICE ...................................................................................................................................................19
EQUIPMENT DELIVERY ...................................................................................................................19
PAYMENT CONDITIONS ..................................................................................................................20
RESERVATION FOR TITLE. .............................................................................................................20
COMING INTO FORCE ......................................................................................................................20
TIME FOR COMPLETION ..................................................................................................................20
DRAWINGS AND DOCUMENTS ......................................................................................................20
SHIPMENT RELEASE ........................................................................................................................20
PACKING .............................................................................................................................................21
SITE SERVICES...................................................................................................................................21
INSPECTION AND TESTS FINAL ACCEPTANCE.......................................................................21
TECHNICAL WARRANTY ................................................................................................................22
VARIATIONS ......................................................................................................................................22
SUSPENSION.......................................................................................................................................22
CONFIDENTIALITY ...........................................................................................................................23
LIMITATION OF LIABILITY.............................................................................................................24
TERMINATION ...................................................................................................................................24
FORCE MAJEURE...............................................................................................................................25
APPLICABLE LAW - DISPUTES - ARBITRATION.........................................................................25
CONTRACTUAL LANGUAGE ..........................................................................................................25
AGREEMENT ......................................................................................................................................25

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This document is strictly confidential and the exclusive property of EPS and neither be used nor disclosed to other parties.

Client: DAR AL SALAM

EPS Offer No: P16.035.1A

Project: MOD-REHMAN- SG & S/S Date: 17-Jan-2016


1. TERMS AND CONDITIONS

This offer is based on General Conditions of Sale reference enclosed herewith.

VALUE OR OTHER DATA

DESCRIPTIONS

PLEASE REFER
TO GCOS

1 Total price (in SAR)

SAR 1,112,000.00
One Million One Hundred & Twelve
Thousand Saudi Riyals only

2 Prices validity after PO/Contract

12 Months from PO/Contract date (Beyond this


period EPS has the right to modify all prices)

10

3 Validity (from offer date)

4 Weeks

4 Incoterms

Ex-work EPS

5 Delivery period

22-24 Weeks from drawing approval and coming


into force whichever is later

6 Delivery conditions

The delivery time mentioned above is based on:


A technically clear order, within the validity
period of this quotation comprising full and
final information allowing us to start and
proceed uninterrupted with design and
production.
The above delivery time is given in good faith,
based on present indications of workshop
loading and must be confirmed when placing
an order.
Any delay in payments will delay the delivery
schedule.

7 Payment Terms
8 Coming into force
9 Warranty

10 Site services rates

30% Down payment;


Balance 70% (10% at approval+60% prior to
delivery)
Contract signature or PO acceptance and Down
payment receipt
18 months from the date of delivery or 12 months
from the date of completion of site testing &
commissioning.
Inst. Supervisor = 700SAR/Hour
Testing Engr. = 700SAR/Hour
Testing Asst. = 270SAR/Hour
-

11 Cancellation Charges

Rev: 1A

5&6

5, 6
6

7
9
16

14

Following cancellation charges are applicable.


10% - Order received, work not started, material
not ordered.
30% - Drawings for approval submitted.
60% - Approved drawings returned .Job release for
manufacture.
80% - Material accumulated and production started.
100% - Manufacturing completed.

4 of 25

This document is strictly confidential and the exclusive property of EPS and neither be used nor disclosed to other parties.

Client: DAR AL SALAM

EPS Offer No: P16.035.1A

Project: MOD-REHMAN- SG & S/S Date: 17-Jan-2016


2. BILL OF PRICES
1 - Main Price

ITEM#

DESCRIPTION

QTY

UNIT
PRICE
(SAR)

1Line
up

1,112,000

TOTAL
PRICE
(SAR)

MCSET , Metal-Clad,EVOLIS Air-insulated, Indoor IP4X, RAL 9003,


13.8kV, 3P, 3W, 60HZ, 1250A @ 40C, 25kA/1sec consisting of:

06 x AD2 Cubicles VCB CB 630A (EVOLIS) Incomers.


04 x AD2 Cubicles VCB CB 630A (EVOLIS) Outgoing feeders
01 x TT2 measurement & earthing cubicle.

1,112,000

Approximately dimensions (2300 Height X 1725 Depth X 7700 Width)


mm for tender purpose only.

TOTAL PRICE as based on comments & deviations, exclusions and technical scope
1,112,000
mentioned in article 3, 4 & 5 Ex-Work EPS (SAR)

Rev: 1A

5 of 25

This document is strictly confidential and the exclusive property of EPS and neither be used nor disclosed to other parties.

Client: DAR AL SALAM

EPS Offer No: P16.035.1A

Project: MOD-REHMAN- SG & S/S Date: 17-Jan-2016


3. SCHNEIDER ELECTRIC PROJECT MILESTONES
The delivery time tabulated below is based on:
A technically clear order, within the validity period of this quotation comprising full and
final information allowing us to start and proceed uninterrupted with design and
production.
The above delivery time is given in good faith, based on present indications of workshop
loading and must be confirmed when placing an order.
Any delay in payments will delay the delivery schedule.
3.1. Non-SEC MC7
No

Prerequisite

Duration

Responsible

Valid SE
offer

T0

Client

PO

T0+ 1W

Both Parties

PO Ack.

T0+4W

EPS

Signed and stamped approval to proceed


with manufacturing from Client

BDS

T0+7W

Client

Milestone

Description

PO / Contract
received

PO
Acknowledgement by EPS / receipt of
Acknowledgment /
Acknowledgment /acceptance by client
acceptance

Base design
submission
(BDS)

Base design
approval
(BDA)

Including Single line diagram, Civil lay out


etc.

Equipment ready
for FAT (ERF)

Detailed design approval from client,


equipment manufacturing +FAT

BDA

T0+31W

EPS

Equipment ready
for despatch

Packing

ERF

T0+33W

EPS

Rev: 1A

6 of 25

This document is strictly confidential and the exclusive property of EPS and neither be used nor disclosed to other parties.

Client: DAR AL SALAM

EPS Offer No: P16.035.1A

Project: MOD-REHMAN- SG & S/S Date: 17-Jan-2016


4. COMMENTS AND DEVIATIONS
1. Offered equipments are complying with relevant IEC standards. SEC/NEMA/ANSI/IEEE standards
are not considered.
2. We received the below mentioned documents along with the inquiry from your side:

Single line drawing file

3. Offered equipments are based on our standard products & mentioned tech specifications in the
BOQ for this requirement with below mentioned comments and deviations.
4. Degree of protection is IP 4X.
5. Bottom cable entry is considered for all feeders.
6. Main busbars are bare copper and PVC insulated.
7. We proposed our multifunction relay (SEPAM, 80) and no separate relays will be provided.
8. Finished colour of offered panels will be RAL9003.
9. Electrical Interlocking of Generator incomer and Seco Incomer is foreseen in our offer. ATS
via PLC is not consider in our offer. If required, variation will be applied.
10. Differential protection is not included in our offer.
11. For Generator incomers, Synchrocheck module / feature is available in Sepam 80.
Synchronizing panel or Paralleling of generator incomers, in case of any is out of our scope.
12. All Quoted Breakers are VCB EVOLIS type. Circuit breakers are with motor operating mechanism.
13. No VTs is foreseen in outgoing feeders. VTs will be provided only in incoming feeders, bus
earthing panel.
14. We have considered 2-core CTs for metering & protection with 5A secondary.
15. CV/VT exact parameters will be decided during design stage as per calculation
16. VT fuses are drawout out type. However, VTs are bolted type & can be taken out for
replacement/maintenance.
17. Separate lockout relay is not considered in our offer.
18. Digital Power meter is considered in incoming and outgoing feeders. Separate Voltmeters and
Ammeters are not considered.
19. Termination kits are not included in our offer.
20. We have considered standard routine tests. We will submit test reports for these tests.
21. Any requirement other than what is mentioned in our proposal will be subject to our confirmation.
22. Any technical changes in our proposed offer mentioned in the scope of supply, variation will be
applied.
23. Our offer is strictly limited to the bill of prices listed in article 2.

Rev: 1A

7 of 25

This document is strictly confidential and the exclusive property of EPS and neither be used nor disclosed to other parties.

Client: DAR AL SALAM

EPS Offer No: P16.035.1A

Project: MOD-REHMAN- SG & S/S Date: 17-Jan-2016


5. EXCLUSIONS
1. SCADA / BMS Systems.
2. Supply of auxiliary Power.
3. Transformers MV, LV cable boxes.
4. Type Test repetition
5. Labour on site such as Site assembly and connection
6. Installation supervision, Testing and Commissioning.
7. Site Installation works.
8. Remote Control and Indication
9. Cables, Cable termination kits, cable lugs and crimping tools
10. AC Auxiliary Power supply and AC boards
11. DC Auxiliary Power supply and DC boards
12. Site civil work
13. Any modifications works in other non-Schneider equipment
14. Any remote end modifications or site interfaces with existing equipment
15. Short Circuit and Coordination Study
16. Obtaining any approvals from SEC or other authorities
17. Spare Parts
18. Travel and accommodations costs of end clients personnel, or any non-Schneider personnel
19. As a general remark, all equipment which are not explicitly mentioned in our offer.

Rev: 1A

8 of 25

This document is strictly confidential and the exclusive property of EPS and neither be used nor disclosed to other parties.

Client: DAR AL SALAM

EPS Offer No: P16.035.1A

Project: MOD-REHMAN- SG & S/S Date: 17-Jan-2016


6. TECHNICAL OFFER
6.1. STATEMENT OF COMPLIANCE
NA.
6.2. ITEMS # 01 - 13.8KV MV SWITCHGEAR MCSET

QTY: 01

MCSET, 13.8kV, 60Hz, Metal-clad, Air-insulated, Indoor IP4X, RAL 9003, 3P, 3W, 1250A, 25kA/1sec.,
40C , Altitude<1000m. EVOLIS CB
Incoming CBs Fed from SECO & Generator Supply:

6 nos. x AD2 Cubicle each with:


1 x 630A, 3P, CB VCB, 25kA/1Sec
1 x Set of 3 CTs
1 x Set of 3VTs with fuses at primary side
1 x Cable earthing switch
1 x Protection Relay Sepam S80
1 x Power Meter (PM210MG)
1 x Capacitive Voltage Indicator
2 x Current Test Block
1 x Voltage Test Block
Outgoing CBs Feeders:

4 nos. x AD2 Cubicle each with:


1 x 630A, 3P, CB VCB2, 25kA/1Sec
1 x Set of 3 CTs
1 x Cable earthing switch
1 x Protection Relay Sepam S40
1 x Power Meter (PM210MG)
2 x Current Test Block
Bus VT/Earthing

1 no. x TT2 Cubicle each with:


1 x Set of 3VTs with fuses at primary side
1 x Earthing switch
1 x Voltage Test Block
MCSET Accessories per line up

1 x Handle for rack in the withdrawable part


1 x Extraction Mobile
Note :

1. Synchrocheck Module is only considering for Generator incomers.


2. Electrical Interlocking b/w SECO incomer and Generator Incomer is also included in our
offer.
Rev: 1A

9 of 25

This document is strictly confidential and the exclusive property of EPS and neither be used nor disclosed to other parties.

Client: DAR AL SALAM

EPS Offer No: P16.035.1A

Project: MOD-REHMAN- SG & S/S Date: 17-Jan-2016

6.3. TECHNICAL SPECIFICATION

MCSET SWITCHGEAR TECHNICAL SPECIFICATION


GENERAL DESCRIPTION
This offer is for the supply of MCset equipment for indoor installation.
MCset is a range of functional units each made up of:
a prefabricated air insulated panel in a metal enclosure of the Metal clad type
withdrawable switchgear using SF6 as the breaking medium (circuit-breaker, contactor),
a protection and control system including a SEPAM protection and control unit, current and voltage
transformers, and auxiliaries.
MCset offers a number of significant advantages, in order to reply efficiently to even the most stringent of
requirements:
all commissioning and operations can be carried out from the front of each functional unit, allowing them to
be installed directly against a wall, no rear access corridors are therefore required
all operations are carried out with the envelope closed (i.e. CB extraction with door closed)
full internal arc protection according to all 6 criteria defined in the AA appendix of the IEC 298 standard
simplification of development and increased reliability through the use of functional units, made up of
elements manufactured by MERLIN GERIN which are designed to function together
very low maintenance cost and service continuity reinforced by the internal watchdogs in each functional
unit
simple and safe operation through the use of coloured mimic diagrams and a comprehensive range of
internal security functions and interlocksAPPLICABLE Standards
The equipment proposed in this offer has been designed, manufactured, and tested according to the relevant
IEC recommendations

Rev: 1A

10 of 25

This document is strictly confidential and the exclusive property of EPS and neither be used nor disclosed to other parties.

Client: DAR AL SALAM

EPS Offer No: P16.035.1A

Project: MOD-REHMAN- SG & S/S Date: 17-Jan-2016


Characteristics according to IEC standards
General characteristics

Architecture

In metal enclosures, Metal clad, air insulated


(IEC 298)

Internal arc protection

25kA/1sec according to the IEC, accessibility class


A. Room height should be more than 4 meter.

Protection degree

IP4X (IEC 529)

Normal service conditions :


Temperature :
- min
- max
- average over 24 hours
Altitude
Humidity
- over 24 hours
- over 1 month

Indoor equipment (IEC 294)


- 5C
+40C
+35C
below or up to 1000 m
less than or equal to 95 %
less than or equal to 90 %

Electrical characteristics of the switchboard


Item I

Service voltage

kV

13.8

Insulation level :
Rated voltage
Rated insulation level at power frequency
Peak withstand voltage (1,2 / 50 s)

kV
kV rms
kV peak

17.5
38
95

Rated frequency (power frequency) :

Hz

60Hz

Short time withstand current :


1sec withstand current
Peak withstand current

kA
kA peak

25
63

Busbar rated continuous current

1250

EARTHING SYSTEM:
Our proposal applies to a network earthed by adjusted resistance or directly earthed

Rev: 1A

11 of 25

This document is strictly confidential and the exclusive property of EPS and neither be used nor disclosed to other parties.

Client: DAR AL SALAM

EPS Offer No: P16.035.1A

Project: MOD-REHMAN- SG & S/S Date: 17-Jan-2016

AUXILIARY VOLTAGES

for HV circuit-breaker charging motor

XX VDC

for HV circuit-breaker closing-opening release

XX VDC

for protection relays

XX VDC

for panel anti-condensation heater

220 V 60 Hz

for LV compartment lighting

220 V 60 Hz

for motor anti-condensation heater

220 V 60 Hz

GENERAL DESCRIPTION OF THE MC-set PANEL RANGE


Panels
The panels are of the Metal-clad type as per the IEC 298, i.e.:
The external enclosure and inter-compartment partitions are metal and are earthed
Earthed steel shutters, cover the fixed contacts whilst switchgear is disconnected
Each panel is made up of 4 electrically independent compartments, described below:
Switchgear compartment
This compartment is closed by a door and contains:
The breaking or switching unit, in either the disconnected, in service or test position
The units disconnecting / connecting mechanism
The shutter opening / closing mechanism
The connecting plug for the units electrical control signals
Lower compartment
In accordance with the type of cubicle this compartment may contain:
The MV cable connection pads or the lower busbars
The capacitive dividers which indicate voltage presence
The earth switch (with making capacity)
The current transformers
The compartment containing the voltage transformers withdrawable by means of their withdrawable fuses
Busbar compartment
It contains:
The main busbars
The bushing which also serve as busbar supports

Rev: 1A

12 of 25

This document is strictly confidential and the exclusive property of EPS and neither be used nor disclosed to other parties.

Client: DAR AL SALAM

EPS Offer No: P16.035.1A

Project: MOD-REHMAN- SG & S/S Date: 17-Jan-2016

The low voltage compartment


It contains:
The protection and control unit
The control synoptic
The test plugs
The low voltage auxiliaries, including the MCBs
Switchgear unit
LF circuit-breakers
The circuit-breakers use SF6 as insulating and interrupting medium and are of the sealed pressure system type
in accordance with IEC definition, i.e. no need for SF6 refilling throughout the life of the unit, predicted as
being 30 years.
It is equipped with an electrical stored energy operating mechanism, opening and closing mechanisms and
auxiliary contacts for position indication.
The circuit breaker can be positioned as follows:
in the service position ("connected") in the switchgear compartment,
in the test position ("disconnected") in the switchgear compartment,
in the withdrawn position ("extracted") by means of a truck which also enables the unit to be lowered to
ground.
Cable Earthing
Cable earthing is achieved by means of an interlocked earthing switch located in the cable compartment and
operated from the front of the panel.
The earthing device is of the quick make type, and is able to make against the rated short-circuit current.
3 lamps situated next to the operating handle of the earthing switch, and connected to capacitive dividers,
indicate whether cables are live or not.
Busbar Earthing
Busbar earthing is achieved by the earth switch provided in busbar VT panel.
Protection and control system
Each functional unit in the MCset range is equipped with a protection and control system adapted to the
function required. The standard system, incorporating our SEPAM 2000/1000 range is described below in
general.
SEPAM protection and control unit Catalogue Ref: PCRED301004EN/1 (ART 08533) 02-2002
The Sepam combines in a single unit all control, protection and measurement functions:
the protection relays
the measurement indicators
energy meters
alarms and indication lamps
control logic
Remote control interfaces (optional).
Protection
The Sepam covers the entire range of protection functions required (current, voltage, directional, restricted
earth fault etc.,) for all application: networks, busbars, transformers, motors, etc.
Rev: 1A

13 of 25

This document is strictly confidential and the exclusive property of EPS and neither be used nor disclosed to other parties.

Client: DAR AL SALAM

EPS Offer No: P16.035.1A

Project: MOD-REHMAN- SG & S/S Date: 17-Jan-2016


Each function allows for a wide range of protection curves and a wide adjustment range.
Measurement
The Sepam allows for dynamic measurement of current and voltage, as well as energy and power consumption
(active and reactive).
It provides excellent measurement precision (below 1% for current measurement). Measurements are displayed
on a LED screen in the SEPAM unit.
Information display
The display gives information on the status of alarms, as well as faults and changes of state.
Communication (Not included in this offer)
The SEPAM can be fitted with an optional communication module, which uses the J-Bus or FIP protocol. The
latter is simple, economical, and easy to connect.
This powerful communication system can be linked to existing on site supervisors or computers.
It also allows for:
remote metering
remote control
data logging
network management
Current transformers
The current sensors used for protection are conventional types. They are fully adapted for use with the SEPAM
units.
The conventional current transformers are dry cast resin types. They comply with IEC standards and are
interchangeable with transformers whose dimensions respect the DIN standard.
Voltage transformers
The voltage transformers are conventional and in conformity with DIN and IEC standards. They are
withdrawable type protected by fuses on the primary. Fusion of fuses is shown by means of a mechanical
indicator.
They can be mounted for voltage measurement of:
cables, in the incomer functional units
busbars in the following functional units : BB-V or BS-B
Low voltage wiring
Low voltage wiring is self-extinguishable, 1000V grade, insulated with black PVC.
current circuits : 2.5 mm
voltage circuits : 1.5 mm
Wire identification is in conformity with the wiring diagrams and uses a bi-directional system.
Each wire extremity is equipped with a crimped connector.
The inter-panel cabling is connected to terminal blocks arranged in rows situated on the top of the LV
compartments. These terminal blocks are identified by labels in conformity with the wiring diagrams and are
also used for connection between the switchboard and any eventual remote control devices.

Rev: 1A

14 of 25

This document is strictly confidential and the exclusive property of EPS and neither be used nor disclosed to other parties.

Client: DAR AL SALAM

EPS Offer No: P16.035.1A

Project: MOD-REHMAN- SG & S/S Date: 17-Jan-2016

ANTI CORROSION PROTECTION AND FINISHING


In order to allow equipment to be installed under severe climatic conditions, the following measures are
systematically adopted:
The visible external surfaces on the front of the panels are made of electro-plated sheet steel (zinc thickness
: 3m)
The painted surfaces are cleaned prior to painting using a phosphate cleaning treatment. The paint itself is a
polymerized epoxy polyester powder mix (the average thickness of the polymerized film is 50m). The
paint color is RAL 9003 (off-white).
For all other surfaces, continuous hot galvanized sheet metal is used (average zinc thickness 20m) which
has undergone a chrome passivation finishing treatment.

TESTS
Routine factory testing, in accordance with IEC standards, is provided for in this offer and includes the
following:
Check of conformity with wiring diagrams and plans,
Mechanical operation tests and checking of interlocks
Testing of the inter-changeability of moving parts
High voltage dielectric tests at the power frequency
Low voltage dielectric tests
Low voltage functional checking
Type tests will not be performed on the equipment, however, type test reports of similar panels can be
provided on request.

DRAWINGS AND DOCUMENTS


The following drawings and documents will be provided after order.
Civil Engineering work guide lines
General Outline and layout drawing
Single line diagram
Schematic diagram
List of recommended spares
Maintenance Instruction Manual

Rev: 1A

15 of 25

This document is strictly confidential and the exclusive property of EPS and neither be used nor disclosed to other parties.

Client: DAR AL SALAM

EPS Offer No: P16.035.1A

Project: MOD-REHMAN- SG & S/S Date: 17-Jan-2016


7. LETTER OF CREDIT FORMAT

SC

5/18/2015

STANDARD LC CONDITIONS (DOMESTIC LCs)


FORM OF
DOCUMENTARY
CREDIT

IRREVOCABLE

STATUS OF
CREDIT

CONFIRMATION NOT REQUIRED

DATE OF ISSUE

AS PER CONTRACT

DATE OF
EXPIRY

AS PER CONTRACT

NAME OF
BENEFICIARY
(NO OTHER NAME
TO BE MENTIONED
IN LC)

ELECTRICAL POWER DISTRIBUTION BOARDS

AND SWITCHGEAR LTD.,


P.O.BOX 89249
RIYADH 11682, K.S.A.
TEL 4981515 FAX 4983827

CURRENCY &
AMOUNT

AS PER CONTRACT

ADVISING
BANK

BANQUE SAUDI FRANSI, NEW INDUSTRIAL CITY BRANCH, RIYADH


A/C NO. 519 516 00179
OR
SAUDI BRITISH BANK, RIYADH MAIN BRANCH A/C NO. 001 019512 001

CREDIT AVAILABLE
WITH

SAUDI BRITISH BANK, RIYADH (OR BANQUE SAUDI FRANSI, RIYADH)

BY DRAFT
DRAWN

AT SIGHT (OR AT ___ DAYS AFTER DELIVERY, IF CREDIT AGREED)

DRAWEE

ISSUING BANK

LATEST DELIVERY
DATE

AS PER CONTRACT

DELIVERY
TERMS

EX-WORKS , RIYADH ( OR AS PER AGREEMENT)

PARTIAL
DELIVERY

PERMITTED

TRANSHIPMENT

NOT ALLOWED

Rev: 1A

16 of 25

This document is strictly confidential and the exclusive property of EPS and neither be used nor disclosed to other parties.

Client: DAR AL SALAM

EPS Offer No: P16.035.1A

Project: MOD-REHMAN- SG & S/S Date: 17-Jan-2016


NEGOTIATION OF
DOCUMENTS
DOCUMENTS FOR
NEGOTIATION

CLAUSE (A)

AT ANY TIME DURING THE VALIDITY OF LC

SIGNED COMMERCIAL INVOICE (ORIGINAL)


SIGNED DELIVERY NOTE (ORIGINAL) COUNTERSIGNED BY OPENERS
OTHER DOCUMENTS, IF ANY AS PER CONTRACT
"IN THE EVENT OF APPLICANTS AUTHORIZED REPRESENTATIVES FAIL TO
COUNTERSIGN THE DOCUMENTS REQUIRED IN THE L/C WITHIN (15) DAYS FROM
THE DATE OF DISPATCH OF ORIGINAL DOCUMENTS
TO APPLICANTS OFFICE. BENEFICIARY IS PERMITTED TO NEGOTIATE
THE DOCUMENTS WITHIN THE VALIDITY OF THE CREDIT WITHOUT THE
COUNTERSIGNATURE OF THE APPLICANTS AUTHORIZED
REPRESENTATIVE ON THE DOCUMENTS REQUIRED.
IN SUCH CASE, BENEFICIARY SHOULD PRESENT COPY OF THE COURIER WAY BILL
EVIDENCING
DISPATCH OF DOCUMENTS TO APPLICANT 15 DAYS PRIOR TO PRESENTATION OR ACKNOWLEDGEMENT OF DOCUMENTS BY THE APPLICANT EVIDENCING BY
APPLICANTS STAMP AND DATE ON THE COPIES OF DOCUMENTS PRESENTED."

CLAUSE (B)

LATE PRESENTATION IS ACCEPTED

CHARGES

ALL LC CHARGES TO BE PAID BY OPENER

APPLICABLE
LAW

SAUDI LAW

Rev: 1A

17 of 25

This document is strictly confidential and the exclusive property of EPS and neither be used nor disclosed to other parties.

Client: DAR AL SALAM

EPS Offer No: P16.035.1A

Project: MOD-REHMAN- SG & S/S Date: 17-Jan-2016

8. SCHNEIDER ELECTRIC SERVICES PORTFOLIO


Schneider Electric Services by your
side throughout the life of your
installation
To learn more do not hesitate to visit our site:
Services/Electrical Distribution Services
www.schneider-electric.com

Installation & Commissioning


Because without these, you increase the risk of start-up
delays and premature equipment failure.
Technical training
Having well-trained employees is key to the long-term health
of your electrical distribution equipment.
On-demand maintenance
You need to adopt the right best practices and minimize
downtime, while working with limited budgetary and
maintenance resources.
Installation assessment
For a comprehensive assessment and a clear analysis of the
results.
Maintenance Services Contracts
To prevent such issues, these contracts can focus on
predictive and preventive maintenance that is specifically
tailored to your site and processes.
Warranty extension
A warranty extension will be proposed if your installation is
checked by us before being commissioned.
Circuit breaker-contactor diagnosis
Throughout the life of the equipment, it is possible to carry
out routine measurement of its characteristics in order to
optimize maintenance.
This service may be part of a global installation maintenance
contract.
Help with preventive maintenance

Regional Sales Offices:


Riyadh
011 291 2877
Jeddah
012 697 7723
AlKhobar 013 896 0910

Rev: 1A

A Maintenance & Services guide is available and gives the


most important general instructions to:
Reduce equipment wear and tear (and/or failure)
Ensure that the equipment is safe during all installation,
repair and servicing operations
In the pages of this guide, all the information needed for:
Operation control mechanisms, insulating materials and
vents, power circuits, auxiliary circuits
Recommended frequency for interventions is according to
operating conditions:
Normal, in a corrosive atmosphere, for marine use

18 of 25

This document is strictly confidential and the exclusive property of EPS and neither be used nor disclosed to other parties.

Client: DAR AL SALAM

EPS Offer No: P16.035.1A

Project: MOD-REHMAN- SG & S/S Date: 17-Jan-2016

GENERAL CONDITIONS OF SALE


9. GENERAL CONDITIONS OF SALE

1- DEFINITIONS
In this Tender (as hereinafter defined) the following
words and expressions shall have the meanings hereby
assigned to them, except where the context otherwise
requires:
- The Supplier: Electrical Power Distribution Boards
& Switchgear Ltd (Can be quoted as EPS), with head
office at Riyadh (Saudi Arabia), C.R. No. 1010064609
- The Client: The party who inquire this offer.
- Party/Parties: means Client and/or Supplier as the
case may be.
- Tender/offer: Means the present documents attached
hereto, which are deemed as an integral part hereof.
This document and its appendices constitute the entire
understanding between the Parties and supersede any
prior communications, representations or agreement,
whether oral or in writing.
- In case of a discrepancy or contradiction between the
present document and the appendices, the provisions of
the present document shall prevail.
- No change or/and additions in the wording of the
tender shall be binding upon the parties unless made in
writing and signed by a duly authorized representative of
each party.
- Equipment: Means the equipment to be supplied by
the Supplier Based on this offer.
- Incoterm: Means the current edition of the
International Commercial Terms published by the
International Chamber of Commerce for year 2010.
- Service(s): Means services provided by the Supplier
according to the scope of work stated herein (if
Services are part of present tender), including
supervision of installation and or site testing and
commissioning (if Services are part of present tender)
- Offer: means the present document and the appendix
attached hereto, which are made an integral part hereof,
as originally signed only by Supplier as an offer.

2- SCOPE OF SUPPLY AND SERVICES


-

This Offer defines the terms and conditions under


which Supplier will supply to Client the Equipments
and Services (if Services are part of present Tender)
The terms of this Tender are deemed included in any
order made in its application and replace any general
terms of the Parties such as those, without limitation,
that may be found with the Parties standard
documents.
The present Commercial offer can be considered as
an agreement engaging the parties hereto, if one of
the following conditions is fulfilled:

Signature of a subsequent contract.

Receiving the acceptance letter sent by the


Client.

Supplier receives a purchase order.

This offer is valid for acceptance during its validity


period. An extension to the validity period may be
added for another 4 Weeks, on the condition that
Supplier explicitly expressing his consent to do so in
writing, upon the request of the Client. Beyond this
date, the supplier is entitled to review / modify /
cancel the prices and / or conditions of this offer.

4- PRICE
-

Our prices are meant:

In Saudi Riyal (SAR) currency of account and


payment.

Price doesn't include any Taxes or customs


duties.

Incoterm, packing and delivery periods as


defined.
Site services rates (if Services are part of present
Tender) shall not be changed provided it starts,
without hindrance after the completion in due time
of any preparatory work to be performed by the
Client, and not later than 12 months from coming
into force.
In case, Site services have not started within the
aforesaid time-limit, Supplier has the right to adjust
the present rates, terms and conditions and
communicate such changes to Client for agreement.
Prices stated in this Clause are established in
accordance with the regulations in force at the date
of issuance of the offer. In the case of changes in
regulations, which may affect Supplier in the
performance of its obligations, the amount of any
resulting increase shall be added to the offer price.

5- EQUIPMENT DELIVERY
-

Rev: 1A

The Supplier undertakes to supply the Equipment &


Services according to this offer.
Generally, any supplies, engineering or services not
stipulated clearly herein or to the appendices
attached hereto, are excluded from our scope and
responsibilities.
In case of award of a contract/purchase order, it shall
be bound by our general terms and conditions
attached herein and their appendices.

3- VALIDITY PERIOD

1- SUBJECT MATTER
-

Accordingly, this offer is not binding to Supplier


unless the above conditions stated herein are
mutually met.

The Equipment shall be delivered as specified in this


offer from the date of Technical Approval of Base
design submittal.
After receiving Equipment by the client, the risks of
loss or damage to the Equipment shall pass to the
Client according to this Incoterm.
Anomalies other than the ones identified on the
attached documents will be considered as void if not

19 of 25

This document is strictly confidential and the exclusive property of EPS and neither be used nor disclosed to other parties.

Client: DAR AL SALAM

EPS Offer No: P16.035.1A

Project: MOD-REHMAN- SG & S/S Date: 17-Jan-2016

reported within 21 days from the date of receipt of


goods.

6- PAYMENT CONDITIONS
-

30.00 % of the total price along with the order as


down payment by certified cheque or bank transfer.
70.00 % through confirmed documentary credit
opened in our favour within one month from the date
of order, payment schedule as per below:

10.00 % of the total price after base design


drawings approval date payable within 30 days
against commercial invoice signed by authorized
signatories.

60.00 % of the total price prior to delivery


payable within 30 days upon presentation of
commercial invoice and delivery note,
Settlement of invoices shall not be linked to any
payment due to Client by a third party (public or
private).
For any delay in payment, service charges for
account handling shall be claimed by EPS and paid
by Client at a rate of 0.5 % per month of delayed
amount.
Should the delay in payment exceed 30 days, the
Supplier may cancel the offer/contract for reasons
attributable to the Client and at Client costs, eight
days after having sent formal notice which remains
ineffective.
The foregoing provisions shall apply without
prejudice to any and all damages which may be
claimed by the Supplier.

9- TIME FOR COMPLETION


-

The offer will be considered effective and will


culminate into a Contract only when the following
conditions are fulfilled:

Signature of the contract by both parties ,


Signature by two parties or acknowledgment by
EPS of Purchase Order.

Receipt of down payment.

Rev: 1A

The Client shall supply all the documents and


information required for the issuance of shop
drawings and all other technical documents related
to executions
Equipment delivery is linked to documents approval,
which should be done within a reasonable time. Any
delay in approval can induce delay in delivery.
Any drawings, designs, technical documents, knowhow and confidential information whether patented
or not submitted to the Client prior or subsequent to
the effectiveness of the Contract/Purchase order
shall remain the exclusive property of the Supplier.
The Client shall not make use of such studies,
drawings, documents, know-how and information
other than for the purposes of this document, i.e. for
authorized operating, maintaining, adjusting, and
repairing the Equipment supplied. The Client shall
not without the prior written
consent of the Supplier disclose them to any third
party, either in whole or in part, failing which Client
will compensate Supplier for such misuse and abuse
of the proprietary rights of Supplier.

11- SHIPMENT RELEASE


-

8- COMING INTO FORCE


-

Suppliers scope covered under present Tender is to


be completed within 12 months from coming into
force . If the delay in completion is caused due to
Client, the supplier is entitled to review / modify the
prices and / or conditions of delayed equipment or
services.

10- DRAWINGS AND DOCUMENTS

7- RESERVATION FOR TITLE.


8.1 The ownership of the equipment shall be transferred
to Client once total payment of the Price is fully settled
by the Client to the Supplier.
8.2 In case that the payment of Equipment, which is
subject hereof is not fully paid, the Supplier is entitled to
return such Equipment to his own premises at Riyadh at
the Clients own expenses.
8.3 If the products have been processed or incorporated
in other equipments, the Supplier shall own a lien on the
processed products or on the equipments into which
products have been incorporated until full payment of
the price. The Client undertakes to mention the existence
of this reservation of title to third parties to whom/which
it may sell the products either as is or incorporated in a
system.
8.4 Should products be returned under this Article, any
down payments received by the Supplier shall be
acquired by it, without prejudice to any and all damages
which the latter may claim.

Letter of credit in the form acceptable to EPS


issued within (2) weeks after the issuance of
purchase order.
Should such conditions not be fulfilled within 4
weeks after the Offer has been awarded, the Supplier
shall have the right to extend the period of 4 weeks
to any period deemed necessary by the Supplier at its
sole discretion. In case, period for fulfilment of
conditions is not extended by Supplier or no
agreement is reached between the Supplier and
Client even within extended period, then in such
event, neither Party shall be liable to the other for
any expenses or damages.

Shipment release to be issued by the Client within


one week from Final Acceptance In case , the
delivery of the Equipment is delayed for reasons not
attributable to Supplier, including in the event that
Client does not take delivery of the Equipment
within the period of one months after it has been
duly accepted, the Supplier shall arrange storage, at
the Client's own risks and expenses (1% per week of
storage of the value of stored equipment). In such
case, a certificate of storage, either within Suppliers
premises or that of an agreed third party shall be
issued in place of the delivery document for
payment.
If such storage period lasts more than 3 months, the
Supplier has the right to terminate the contract/
purchase order if the Client does not take his
Equipment for above mentioned 3 months.

20 of 25

This document is strictly confidential and the exclusive property of EPS and neither be used nor disclosed to other parties.

Client: DAR AL SALAM

EPS Offer No: P16.035.1A

Project: MOD-REHMAN- SG & S/S Date: 17-Jan-2016


-

The supplier has the right to charge all damages and


costs to the Client and confiscate the advance
payment. The said damages and costs to be deducted
from amount prepaid by the Client. Supplier has the
right to claim for indemnification if prepaid amount
does not cover the damages and costs. In this case,
the Supplier shall have the right to resell the
Equipment to any other third party.

12- PACKING
-

Packing, unless otherwise specified, will be


according to the supplier standard packing
specification. Any request from the Client for
packing modification other than that which the
Supplier usually uses shall be charged to the Client.
Under no circumstances shall the Supplier take-back
packaging.
Client has to arrange storage facilities that are free
from water, humidity, sand, as well as excessive heat
or cold. Packing is non-returnable.

13- SITE SERVICES


-

The erections and installation shall be carried out by


skilled labor of the Client or its sub-contractors
under Supplier supervision (if Services are part of
present Offer/ Tender). Supplier shall perform their
duties with all relevant ability and care, in
accordance with the usual practice.
- During the performance of the Services, the
personnel of Supplier working on the site shall
follow any site regulation submitted in writing by
Client and agreed by Supplier.
- The Client shall give Supplier at least a thirty (30)
days written notice of the date set for the start of the
supervision services and provide Supplier with
necessary information concerning the local laws,
regulations and ordinances applicable to the works at
site, work and residence and concerning permits for
Supplier's personnel as well as temporary
importation license for supervisors' tools. The
related expenses and delays shall be supported by
the Client, if any.
General Sales Conditions for Supervision of
Installation and Testing & Commissioning; (If Services
are part of present offer/ Tender )
1. WORKING CONDITIONS
The work shall not be carried out in unhealthy or
dangerous surroundings.
Our employees shall be provided with suitable and
convenient board and lodging in the neighbourhood
of the site.
2. ERECTION & TESTING SERVICES
The purchaser shall fulfil the following conditions
2.1 Supervision only
(a) Travel
All travelling expenses incurred by supplier
for its employees and the transport of
equipment and personal effects in
accordance with the specified method and
class of travel.
(b) Accommodation and Boarding
All living expenses including any
appropriate allowance of suppliers

Rev: 1A

employees for each day of their absence


from Head Office including non-working
days and holidays.
(c) Daily Rates
The daily rates as defined in the price
schedule will apply. Overtime and works
on Fridays, Holidays and at night will be
charged at the special rates specified in the
Price Schedule.
(d) Time spent on the following will also
apply
- Preparation and formalities incidental to
outward and homeward journeys.
- Time spent on outward and homeward
journeys.
- Daily travel between lodging and site if
the travel extends beyond 30 minutes.
- Waiting time when work is prevented by
circumstances for which we are not
responsible.
(e) Sickness
In the event of total suspension of work due
to sickness, the full wages and allowances
shall be paid during the sickness.
(f) Assistants
Skilled Assistants to be provided free of
charge by the client
(g) Liability
The fact that Supervisor from us is on the
site does not alter the responsibilities
assumed by the client for this Project.
Suppliers liability is not covered for:
- Work performed prior to our approval
- Work performed on non guaranteed
material or on material not supplied by us.
2.2 Lump sum
When work is carried out on Lump sum basis,
the quoted price includes all the items specified
in Clause 2.1 above. If the Erection, Testing
and Commissioning is prolonged for any
reason for which the client or any of his
contractors other than the supplier is
responsible and as a result if suppliers work is
suspended or added to, a charge will be made
for any idle time, any extra work,

14- INSPECTION AND TESTS FINAL


ACCEPTANCE
(Applicable only for Local Equipment in KSA)
15.1 ROUTINE TESTS
The routine tests will be carried out as per the
relevant standards in Schneider Electric EPS
Factory Riyadh - Saudi Arabia
15.2 FINAL ACCEPTANCE
i. The final acceptance of the Equipment is performed
at the Factory through Factory Acceptance Tests
(FAT). Supplier shall give Client fifteen (15) days
prior written notice by acknowledgment of receipt,
by written notice, or by fax about the date of this
final inspection.
ii. If the Client fails to attend at the time and place
appointed, the Supplier shall be entitled to proceed

21 of 25

This document is strictly confidential and the exclusive property of EPS and neither be used nor disclosed to other parties.

Client: DAR AL SALAM

EPS Offer No: P16.035.1A

Project: MOD-REHMAN- SG & S/S Date: 17-Jan-2016


with the FAT in his absence. The tests shall then be
deemed to have been made in the presence of the
Client and their results shall be accepted as accurate.
iii. Factory Acceptance Tests report will be issued and
signed by both Parties representatives, or, if the
Client duly informed by the Supplier as per above,
does not attend such inspection, the Report will be
signed only by the Supplier and becomes effective as
acceptance.
iv. After the final Inspection has been duly performed
and FAT Report signed as per above, the Equipment
shall be deemed duly accepted by the Client and
ready for packing and delivery.

15- TECHNICAL WARRANTY


-

The Supplier undertakes to remedy any defect


resulting from faulty design, bad material or poor
workmanship for a period of 18 months from the
date of delivery of the Equipment or 12 months from
the date of completion of site testing and
commissioning (if Services are part of present
Tender) , whichever occurs earlier.
- In order to be able to avail himself of his rights
under this clause, the Client shall notify the Supplier
in writing within a period of 7 days from the
appearance of the defect and provide the Supplier
with every assistance in order to remedy them;
moreover, and shall give Supplier full opportunity of
inspecting and remedying.
Upon receipt of such notification, Supplier shall
within a reasonable period of time and at its own
expense repair, modify or replace, at its option and
as it deems necessary, the defective Equipment or
part thereof. Replaced parts once again become the
Suppliers property and shall be returned to it at at
the Clients expense with 30 calendar days as of the
point in time the relevant product appears to be
defective; the Seller shall pay for the carriage of
replacement products or those having been repaired.
Failure by the Client to return the alleged defaulting
product with the above 30 day period would allow
the Supplier to invoice the replacement product or
the cost of the repair.
- Any Equipment or part of Equipment supplied in
replacement of a defective one shall be delivered to
the Client according to this offer/ Tender terms and
conditions.
- This remedy shall only apply to defects that appear
under normal operation and proper use, and provided
that the Client has fully complied with the Supplier's
advice and guidance relating to storage, installation,
operation and maintenance of the relevant
Equipment.
In particular, the remedy does not cover defects arising
from improper storage, non compliance with Suppliers
instructions for installation or energizing, the products
have not been maintained according to Supplier's
instructions, if changes or additions are made to the
products by the Client without suppliers express
agreement,
force
Majeure
events
alterations/modifications or repairs carried out by the
Client without the Supplier's consent in writing, normal
wear and tear, or any other cause exterior to the relevant

Rev: 1A

Equipment, nor shall it apply to defects arising either


from Equipment/materials supplied by the Client or from
a design requested by the Client and more generally, for
any incident for which the Supplier is not liable.
- In the case where Supplier incorporates into the
Equipment some systems or equipment that Supplier
did not manufacture, the scope and duration of the
remedy shall be as per those granted by their
manufacturer or seller.
Under no circumstances does the warranty cover
the expenses relating to searching for the defective
item on-site, to dismantling and reassembling the
product in its environment.
If, owing to the nature of the products, the repair
work has to be carried-out on-site, the Supplier
shall assume the labour expenses relating to such
repair work (with the exception of waiting time and
expenses incurred due to the products not being
made available).
- The above remedy is stated in lieu of and replaces
any other express, implied or statutory warranty
including without limitation any warranty of fitness
for purpose, merchantable quality or hidden defect.
The repairing of, changes to, or replacement of the
product or part of it during the warranty period
shall in no case cause the product-warranty period
to be extended.
- The Supplier does not provide any guarantee as to
the products capacity to achieve the targets which
the Client sets for itself, from the moment that such
targets have not been expressly accepted by the
Supplier.

16- VARIATIONS
-

Should during the performance of the project, the


Supplier be directed by notice of the Client in
writing to alter, amend or otherwise vary any part of
the specifications, the design, or the Equipment, the
Supplier will submit an estimation of the effect of
any such modification in the tender price and/or on
the delivery schedule.
Such variation shall only become effective upon
receipt of a written change order to proceed duly
signed by both Parties and of the corresponding
down payment, if any.

17- SUSPENSION
-

In case of suspension of the Contract by the Client,


any reasonable charges or expenses incurred in
connection therewith shall be borne by the Client
who shall reimburse the Supplier forth with upon
submission of the relevant invoices.
Said charges and expenses shall include but not be
limited to handling, storage, insurance and labour
costs incurred by Supplier and its sub-suppliers or
sub-contractors, financial costs such as extension of
the validity periods of documentary credit, banks
guarantees and insurance policies if any and more
generally financial consequences resulting from the
extension of time for completion, travel and living
expenses of the personnel involved in the services if
any.

22 of 25

This document is strictly confidential and the exclusive property of EPS and neither be used nor disclosed to other parties.

Client: DAR AL SALAM

EPS Offer No: P16.035.1A

Project: MOD-REHMAN- SG & S/S Date: 17-Jan-2016


-

Should suspension lasts for more than 90 (ninety)


days, then Supplier shall be entitled to terminate the
contract and shall be indemnified as per clause.

18- CONFIDENTIALITY
-

Rev: 1A

Where the Parties have signed a non disclosure


agreement prior to this Tender, such non disclosure
agreement shall continue to apply as per its terms to
any Confidential Information received in connection
with or arising out of this Contract.
Where the Parties have not signed such non
disclosure agreement, then the rest of this Article 17
shall apply as follows.
Confidential information of a Party shall mean
commercial, financial or technical information as
industrial and intellectual proprietary rights to all
information however it was disclosed orally or by
demonstration, documentation prices , trademarks ,
drawings , The technology and know-how, whether
patented or not, which is incorporated into the
products and/or Equipments, patents , trade names
and equipments which may be made available as a
result of the present Offer and/or the subsequent
Contract, communicated or received by the other
Party in the context of the commercial offer made or
execution stage for any subsequent related
contracts/purchase orders whether disclosed orally,
in writing, electronically or through any other means
or support (hereinafter Confidential Information).
The following shall not constitute Confidential
Information:

information that is in the public domain through


no fault of the receiving Party,

information already known or developed


independently by the receiving Party without
reference being made to the Confidential
Information, the receiving Party being held to
prove the existence of such independent
development.

Information received by a third party that is


itself not in breach of confidentiality
undertakings towards disclosing Party.
Each of the Parties shall keep on the basis of strict
confidence any Confidential Information received
from the other disclosing Party pursuant to the this
offer/ tender and/ or subsequent Contract, and shall
not avoid disclosure to any third Party without the
prior written consent of the other Party.
The Parties undertake that their employees and subcontractors shall abide by the terms of this
confidentiality clause.
Upon termination or expiry of this offer/tender, the
Client shall return to the Supplier all documents
which the Client may have received from the
Supplier and simultaneous to such return the Client
shall destroy all copies or reproductions which he
may have made of such documents.
The Client acknowledges that any usage or
disclosure in a non compliant manner of the
proprietary information, documents, materials,
trademarks, drawings, trade name, patents or
Confidential Information of the Supplier, shall give
the right to the Supplier to claim for damages

resulting from such disclosure or usage. However,


regarding third partys technology, such as software,
embodied in the products (hereafter the
Program ),
the Client is granted a non-exclusive and permanent
right to use the Program for the sole purpose of
using the
products for the use for which they are intended.
The Client undertakes to comply with the terms of
the offer and in particular with the instructions for
use of the
Program or Suppliers technology contained in any
furnished documentation as the case may be.
Consequently, the Client undertakes not to copy,
reproduce, decompile, reverse engineer, disassemble
or otherwise seek to reconstitute the source-code of
the Program or of Suppliers technology. Should the
Buyer not fully comply with the above provisions,
the Buyer shall bear all and any consequences,
including any damages whatsoever, resulting there
from.
This Offer and/or the subsequent Contract are
neither creating any obligation to disclose
Confidential Information ,nor any right to
manufacture any goods and/or spare parts to be
supplied hereunder or under the subsequent Contract
, Nor granting or conferring any rights by license or
otherwise in any Confidential Information, nor
performing any exclusivity between the Parties
hereof.
Nothing contained in This Offer and/or the
subsequent Contract shall be construed to deem any
Party to be an agent, partner or employee of the
other, nor shall either represent to a third Party that it
is the agent, partner or employee of the other in the
performance of the subsequent Contract or of any
activities arising out of the performance hereof.
The above confidentiality undertakings shall survive
after the expiry or termination of the present Tender
or of any subsequent related contract(s)/purchase
order(s) for a period of three (3) years.

19- Intellectual property


20.1 Under no circumstances is the Supplier bound to
provide its manufacturing and product-implementation
plans, even if the products are delivered with an
installation diagram. The designs, documents and codes
forwarded to the Client, if any, shall remain Supplier's
sole property and are strictly confidential.
20.2 The technology and know-how, whether
patented or not, which is incorporated into the
products and all the industrial and intellectual
property rights related to the products are, and
shall remain, the exclusive property of the
Supplier, and any information pertaining
thereto shall be considered by the client as
being strictly confidential, including the
information set forth in the drawings and
documents which may be provided to it.
Consequently, the client undertakes not to
communicate said information, whether

23 of 25

This document is strictly confidential and the exclusive property of EPS and neither be used nor disclosed to other parties.

Client: DAR AL SALAM

EPS Offer No: P16.035.1A

Project: MOD-REHMAN- SG & S/S Date: 17-Jan-2016


willingly or not, to any third party and further
undertakes to only use it for the products
operating and maintenance requirements.
Any right to manufacture spare parts, or to have
such manufactured, is hereby excluded.
The terms and conditions for using software
and databases are set forth in the licences which
accompany them.

21.4

However, regarding third partys technology,


such as software, embodied in the products, the
Client is granted a non-exclusive and
permanent right to use the Program for the sole
purpose of using the products for the use for
which they are intended.
The Client undertakes to comply with the
terms of the offer and in particular with the
instructions for use of the Program or
Suppliers technology contained in any
furnished documentation as the case may be.
Consequently, the Client undertakes not to
copy, reproduce, decompile, reverse engineer,
disassemble or otherwise seek to reconstitute
the source-code of the Program or of Suppliers
technology. Should the Buyer not fully comply
with the above provisions, the Buyer shall bear
all and any consequences, including any
damages whatsoever, resulting therefrom.

21- TERMINATION
-

20- LIMITATION OF LIABILITY


21.1

21.2

21.3

Rev: 1A

Notwithstanding any other provision of the


Tender, the liability of Supplier for any breach
of such term shall be limited, at the option of
Supplier, to any one or more of the following:
(i) if the breach related to the equipment: the
replacement of the equipment or the supply of
equivalent equipment; the repair of such
equipment; the payment of the cost of replacing
the equipment or of acquiring equivalent
equipment; or the payment of the cost of having
the equipment repaired; and
(ii) if the breach relates to services, the
supplying of the services again; or the payment
of the cost of having the services supplied
again.
Notwithstanding any other provision of the
Tender, Suppliers liability is limited to the
obligations defined in this Tender and Supplier
shall not be liable to the Client or any third
party for any of the following damages: damage
to property not the subject matter of the Offer ,
loss of profit, loss of use, loss of production,
loss of contracts, or indirect, non tangible,
incidental or consequential damages.
The total aggregate liability of Supplier,
whether arising in contract, tort, law or
otherwise shall be limited to the invoiced Price
of the Equipment or of the Service, or part
thereof, giving rise to the claim.
Furthermore, Supplier shall not be held
responsible in case of Force Majeure

Indemnities
The Client shall indemnify and hold harmless
the Supplier, the Supplier's Personnel, and their
respective agents, against and from all claims,
damages, losses and expenses (including legal
fees and expenses) in respect of bodily injury,
sickness, disease or death of any person and
any damage to or loss of any tangible property,
real or personal, in each case to the extent that
such damage or loss:
(i) Arises out of or in the course of or by
reason of the performance of this Offer and/or
Contract; and
(ii) Is attributable to any negligence, wilful act
or breach of the Offer and/or Contract by the
Client, the Client's Personnel, their respective
agents, or anyone directly or indirectly
employed by any of them.
20.5 - The overall aggregate liability of any
party under this Offer/Tender and/or the
subsequent Contract either in tort or in law
shall be limited and shall not exceed the total
price of the Offer/Tender.

In the event of termination of the Offer and/or


Contract by Supplier or by Client under one of the
terms of this Offer and/or contract, for reasons not
attributable to Supplier, Client shall pay for all
works performed plus a reasonable amount as
compensation for the costs of materials, goods and
services reasonably ordered for the performance of
the Offer and/or Contract which shall have been
delivered to Client or for which Client is legally
liable to accept delivery. In such case, Supplier shall
be entitled to confiscate the advance payment as a
penalty. Such materials, goods or services shall
become the property of Client upon such payment
being made by him.
Each Party shall be entitled to terminate this Offer
and/or Contract unilaterally as of right by written
notice in case of material breach by the other Party
to any essential term of this Tender, in the case
where the breaching Party does not cure the defects
notified to him in writing within thirty (30) days
from being so notified. Such written notices shall be
made by registered letter with confirmation of
receipt requested or duly served by bailiff at
notifying Partys choice.
Should the client cancel the purchase order after
signature,
Or
after
the
supplier
starts
manufacturing, Or during the period of preparation
of the supplies subject of the said contract (Studies,
purchasing materials, etc..) The Client shall be
obligated to compensate the Supplier for losses
occurred to him in the period as the result of
preparation , material purchasing And the supplier
will have the right to hold the down payment
to be deduct as part of the compensation. Following
cancellation charges are applicable.

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This document is strictly confidential and the exclusive property of EPS and neither be used nor disclosed to other parties.

Client: DAR AL SALAM

EPS Offer No: P16.035.1A

Project: MOD-REHMAN- SG & S/S Date: 17-Jan-2016


-

10% - Order received, work not started, material


not ordered.
30% - Drawings for approval submitted.
60% - Approved drawings returned .Job release for
manufacture.
80% - Material accumulated and production started.
100% - Manufacturing completed.
Should the Parties fail to agree on any amount to be
paid to Supplier hereunder, said amount shall be
determined by an expert appointed in accordance
with the Rules of the ICC International Center for
Expertise; such determinate amounts by the Expert
shall be final and binding upon the Parties. The
English language shall be applied.

23- APPLICABLE LAW - DISPUTES ARBITRATION


-

22- FORCE MAJEURE


-

Rev: 1A

Force Majeure shall be defined as any events or


circumstances that prevent total or partial performance
of the P.O./ Contract and that can not be overcome
despite reasonable effort on the part of the affected
Party. Force Majeure shall include, but shall not be
limited to:

Acts of God

Labour conflict

Fire, explosion, earthquake, flood

Action or failure to act of public services or


governmental authorities

Insurrection, riot, war, embargo, shortage of


supply, civil unrest or rebellion. terrorism

Strikes, embargoes

Or any other event outside the control of the


affected Party.
Neither Party shall be in default or in breach of its
contractual obligations to the extent that performance of
such obligations is prevented by any circumstance of
Force Majeure.
If either Party considers that any circumstance of Force
Majeure has occurred which may affect performance of
its obligations, it shall promptly notify the other Party
within a period of ten (10) days from such occurrence
and of the steps it proposes to take.
If circumstances of Force Majeure have lasted for a
period of ninety (90) days, then either Party shall be
entitled to serve upon the other thirty (30) days prior
notice to terminate the Offer and/or Contract.
If at the expiry of this notice period, the Force Majeure
circumstance still exists, the Offer and/or Contract shall
be automatically terminated.
If the Contract is terminated as aforesaid, the Supplier
shall be paid by the Client (insofar as such amounts or
items shall not have already been covered by previous
payments) for all Equipment or Services executed prior
to the date of termination at the rate and prices provided
by the Offer and/or Contract.
In the event delivery cannot be performed in due time
for reasons not attributable to Supplier, including for
Force Majeure circumstances, Supplier shall apply the
storage provisions of Shipment Release .

The present Offer and/or the relevant Contract shall be


construed and governed according to the Saudi Laws.
The disputes, if any, which could not be settled by
mutual agreement shall be finally settled under the
Rules of Conciliation and Arbitration of the Chamber
of Commerce of Riyadh
The arbitral award is final and binding upon both
Parties. The arbitration shall be conducted as follows:

There shall be three (3) arbitrators. Both Parties


shall each appoint one (1) arbitrator, and the third
(3rd) arbitrator shall be appointed by agreement
between the Parties nominated arbitrators or,
failing within fifteen (15) days of the appointment
of the two Party-nominated arbitrators, by the
competent commercial court

In case that any Party fails to nominate an


arbitrator within fifteen (15) days of the date it
receives a notice of arbitration, the competent
commercial court shall nominate such arbitrator in
pursuance with the Arbitration Rules.

The arbitration shall be conducted in the English


language.

The arbitration shall take place in Riyadh.

24- CONTRACTUAL LANGUAGE


-

The contractual language shall be English

25- AGREEMENT
The present Commercial offer/tender can be considered
as an agreement engaging the parties hereto, if one of
the following conditions is fulfilled
Signature of a subsequent contract; or
Receiving the acceptance letter sent by the Client ,
or
Client submit a Purchase Order in a form
acceptable to Supplier
Accordingly, this offer is not binding to Supplier unless
the above conditions stated herein are mutually met.

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This document is strictly confidential and the exclusive property of EPS and neither be used nor disclosed to other parties.