Electrification System Supply Contract Draft _MCC Version(84-108).doc

Andritz version July 10th, 2018CONTRACT FOR THE DESIGN, MANUFACTURINGANDSUPPLYOF THEElectrification SystemNINE (9) CORE PROCESS PACKAGES MCC is buying an integral production line from Andritz. Therefore, one contract setting out an integral liability shall be signed. We understand the intention to split the onshore part and the offshore part for tax efficiency purpose. But we do not see the necessity for further split them into 27 contracts.FOR THE SIBERWOOD PULP MILLLOCATED INKRANOYARSKIY KRAIYENISEISKY DISTRICTRUSSIAN FEDERATIONCONTRACT NO. XXXXXXXXXXPART 1 CONTRACT AGREEMENTTHIS AGREEMENT (hereinafter the Contract) is made this _ day of _ 2018BETWEENMCC Group Ltd., China(hereinafter called the Purchaser)ANDSiemens AktiengesellschaftAndritz xxxx(hereinafter called the Supplier)WHEREAS, Siberwood LLC (herein called the Employer) desires to build a new Sulphate bleached pulp production mill with output capacity of 930 thousands tons a year situated in Kranoyarskiy Krai, Yeniseisky District, Russian Federation (herein called the Project). WHEREAS, the Purchaser is appointed by the Employer to be the EPC (Engineering, Procurement and Construction) contractor for the Project.WHEREAS, the Supplier is appointed by the Employer to be the supplier for the Electrification Systemthe Nine (9) core process packages of the Project;WHEREAS, the scope of this Contract between the Supplier and the Purchaser covers the design, manufacturing and supply, of the Electrification SystemNine (9) core process packages, for the Project, namely, the process islands of the Woodyard, Fibreline (2 line solution), Pulp Drying, Evaporation, White Liquor Plant, Recovery Boiler, Power Boiler, Gasification and Automation, and the necessary auxiliary of each of the them and provision of site services for installation, commissioning and acceptance. For the avoidance of doubts, this Contract does not cover any services to be performed by the Supplier within the territory of the Russian Federation.WHEREAS, MCC XXX (the Service Purchaser) will on this date enter into a contract with XXX (the Service Supplier), for the technical advisory services to be provided by the Service Provider in relation to those process packages within the territory of the Russian Federation. The Purchaser and the Supplier agree as follows:1.In this Contract words and expressions shall have the same meanings as are respectively assigned to them in the Conditions of Contract hereinafter referred to.2.The following documents shall be deemed to form the Contract with priority being as listed;(a.) This Contract Agreement(b.) The Conditions of Contract including Appendix to Contract(c.) The Schedules to the Contract as listed in the Appendix to Contract in their numerical orderFor clarification the Parties record they have entered into the Contract without the benefit of a Tender Process and accordingly any reference to Tender is a reference to the Contract and any reference to the Appendix to Tender is a reference to the Appendix to Contract and other documents referred to in them.3.In consideration of the payments made by the Purchaser to the Supplier as hereinafter mentioned, the Supplier hereby covenants with the Purchaser to design, execute and complete the Works and remedy any defects therein, in conformity with the provisions of the Contract.4.The Purchaser hereby covenants to pay the Supplier, in consideration of the execution and completion of the Works and the remedying of defects herein, the Contract Price at the times and in the manner prescribed by the Contract.5.The Parties have entered into the Contract in accordance with their respective laws and statutes or constitutions on the date hereof by their fully authorized signatories.Binding signature on behalf of the PurchaserBinding signature on behalf of the Supplier_(Title)(Title)For and on behalf of the Purchaser in the For and on behalf of the Supplier in thepresence ofpresence ofWitness: .Witness:.Name: .Name: .Address: .Address: .Date: .Date: .114Appendix to ContractFor clarification the Parties record they have entered into the Contract without the benefit of a Tender Process and accordingly any reference to Tender and/or to Appendix to Tender is a reference to the Contract and to the Appendix to Contract.ItemSub-ClauseEntryPurchasers name and address:1.1.2.2 & 1.3MCC Group Ltd.xxxxxxxxxxxxxxxxPh:xxxxxxxxFax:xxxxxxxxEmailxxxxxxxxSuppliers name and address:1.1.2.3 & 1.3Siemens Aktiengesellschaft Andritz xxxxDivision PD SLN FI, Werner von Siemens Str. 60, 91052 Erlangen,Federal Republic of Germany Stattegger Strae 18,8045, Graz,AustriaPh:Fax:Email:Time for Completion of the Works 1.1.3.3Refer to Schedule xxxxxxDefects Notification Period1.1.3.724 monthsElectronic transmission systems:1.3Facsimile; Email with separate confirmation of receipt.Governing Law:1.4Material laws of England and Wales to be in consistent with the EPC Contract under the exclusion of its rules for conflicts of laws and further excluding the application of the United Nations Convention on contracts for the International Sale of Goods. Ruling language1.4English Language for communications1.4English and/or Russian Time for access to the Site1.4To be granted by the Purchaser to the Supplier as required for the performance of Suppliers obligations under the Contract.Amount of Performance Security 4.220% of the Contract Price to be issued at execution of the Contract and remains valid until the issue of the Taking-Over Certificate.Warranty Bond 4.21615% of the Contract Price to be issued as an pre-condition for the issue of the Taking-Over Certificate and remains valid until the issue of the Performance Certificate. Normal working hours6.5.Delay damages for the Works8.7 & 14.15(b)As specified in the Conditions of Contract.Percentage for adjustment of Provisional Sums:13.5(b)Sub-Clause 13.5 shall not applyThe Contract Price 14.1As specified in the Conditions of Contract.Suppliers Advance Payment Guarantee14.2.1Refer payment schedule, Schedule xxxxxSuppliers Advance Payment Guarantee validity period14.2.1Until the issue of the Taking-Over Certificate.Total advance payment14.2Refer payment schedule, Schedule xxxxxxNumber and timing of instalments14.2N/ACurrencies and proportions14.2100% EURStart repayment of advance payment 14.2(a)as detaineddetailed in clause 14Repayment amortisation of advance payment14.2(b) as detained detailed in clause 14Percentage of retention14.3As specified in the Conditions of Contract.Limit of Retention Money14.3As specified in the Conditions of Contract.Plant and Materials for payment when procured, during manufacture and when shipped en route to the Site14.5(b)N/AMinimum amount of Interim Payment Certificates14.6Refer payment schedule, Schedule xxxxxPayment of Retention Money14.9As specified in the Conditions of Contract.Currencies of payment14.15EurosLimits on Liquidated DamagesLimit of Total Liability17.61615% of the final Contract Price for delay damages1615% of the final Contract Price for not achieving the Performance Guarantees30% of the final Contract Price aggregate cap for all liquidated damages under the Contract 100% of the Contract Price Insurance against Injury to Persons and Damage to Property18.3EUR xxxxxxx per occurrence and per policy periodList of Schedules to the Contract:Conditions of ContractCONTENTSto be updated later when the conditions are finalized by the Parties1General Provisions1.1Definitions1.2Interpretation 1.3Communications1.4Law and Language1.5Priority of Documents1.6Contract Agreement1.7Assignment1.8Care and Supply of Documents1.9Not used1.10Purchasers Use of Suppliers Documents1.11Suppliers Use of Purchasers Documents1.12Confidential Details1.13Compliance with Laws1.14Joint and Several Liability2The Purchaser2.1Right of Access to the Site2.2Permits, Licences or Approvals2.3Purchasers Personnel2.44 Purchasers Financial Arrangements2.5Purchasers Claims3The Purchasers Representative3.1Purchasers Representatives Duties and Authority3.2Delegation by the Purchasers Representative3.3Instructions of the Purchasers Representative3.4Replacement of the Purchasers Representative3.5Determinations4The Supplier4.1Suppliers General Obligations4.2Performance Security4.3Suppliers Representative4.4Subcontractors4.5Nominated Subcontractors4.6Co-operation4.7Setting Out4.8Safety Procedures4.9Quality Assurance4.10Site Data4.11Sufficiency of the Contract Price4.12Unforeseeable Physical Conditions4.13Rights of Way and Facilities4.14Avoidance of Interference4.15Access Route4.16Transport of Goods4.17Suppliers Equipment4.18Protection of the Environment4.19Electricity, Water and Gas 4.20Purchasers Equipment and Free-Issue Material4.21Progress Reports4.22Security of the Site4.23Suppliers Operations on Site4.24Fossils5Design5.1General Design Obligations5.2Suppliers Documents5.3Suppliers Undertaking5.4Technical Standards and Regulations5.5Training5.6As-Built Documents5.7Operation and Maintenance Manuals5.8Design Error6Staff and Labour6.1Engagement of Staff and Labour6.2Rates of Wages and Conditions of Labour6.3Persons in the Service of Purchaser6.4Labour Laws6.5Working Hours6.6Facilities for Staff and Labour6.7Health and Safety6.8Suppliers Superintendence6.9Suppliers Personnel6.10Records of Suppliers Personnel and Equipment6.11Disorderly Conduct7Plant, Materials and Workmanship7.1Manner of Execution7.2Samples7.3Inspection7.4Testing7.5Rejection7.6Remedial Work7.7Ownership of Plant and Materials7.8Royalties8Commencement, Delays and Suspension8.1Commencement of Works8.2Time for Completion8.3Programme8.4Extension of Time for Completion8.5Delays Caused by Authorities8.6Rate of Progress8.7Delay Damages8.8Suspension of Work8.9Consequences of Suspension8.10Payment for Plant and Materials in Event of Suspension8.11Prolonged Suspension8.12Resumption of Work9Tests on Completion9.1Suppliers Obligations9.2Delayed Tests9.3Retesting9.4Failure to Pass Tests on Completion10Purchasers Taking Over10.1Taking Over of the Works and Sections10.2Taking Over of Parts of the Works10.3Interference with Tests on Completion10.4Surfaces Requiring Reinstatement11Defects Liability11.1Completion of Outstanding Work and Remedying Defects11.2Cost of Remedying Defects11.3Extension of Defects Notification Period11.4Failure to Remedy Defects11.5Removal of Defective Work11.6Further Tests11.7Right of Access11.8Supplier to Search11.9Performance Certificate11.10Unfulfilled Obligations11.11Clearance of Site12Tests After Completion12.1Procedure for Tests after Completion12.2Delayed Tests12.3Retesting12.4Failure to Pass Tests after Completion13Variations and Adjustments13.1Right to Vary13.2Value Engineering13.3Variation Procedure13.4Payment in Applicable Currencies13.5Provisional Sums13.6Daywork13.7Adjustments for Changes in Laws13.8Adjustments for Changes in Cost14Contract Price and Payment14.1The Contract Price14.2Advance Payment14.3Application for Interim Payment Certificates14.4Schedule of Payments14.5Plant and Materials intended for the Works14.6Issue of Interim Payment Certificates14.7Payment 14.8Delayed Payment14.9Payment of Retention Money14.10Statement at Completion14.11Application for Final Payment Certificate14.12Discharge 14.13Issue of Final Payment Certificate 14.14Cessation of Purchasers Liability 14.15Currencies of Payment15Termination by Purchaser15.1Notice to Correct15.2Termination by Purchaser15.3Valuation at Date of Termination15.4Payment after Termination15.5Purchasers Entitlement to Termination16Suspension and Termination by Supplier16.1Suppliers Entitlement to Suspend Work16.1Termination by Supplier16.3Cessation of Work and Removal of Suppliers Equipment16.4Payment on Termination17Risk and Responsibility17.1Indemnities17.2Suppliers Care of the Works17.3Purchasers Risks17.4Consequences of Purchasers Risks17.5Intellectual and Industrial Property Rights17.6Limitation of Liability18Insurance18.1General Requirements for Insurances18.2Insurance for Works and Suppliers Equipment18.3Insurance against Injury to Persons and Damage to Property18.4Insurance for Suppliers Personnel19Force Majeure19.1Definition of Force Majeure19.2Notice of Force Majeure19.3Duty to Minimise Delay19.4Consequences of Force Majeure19.5Force Majeure Affecting Sub -Supplier19.6Optional Termination, Payment and Release19.7Release from Performance under the Law20Claims, Disputes and Arbitration20.1Suppliers Claims20.2Appointment of the Dispute Adjudication Board20.3Failure to Agree Dispute Adjudication Board20.4Obtaining Dispute Adjudication Boards Decision20.5Amicable Settlement20.6Arbitration20.7Failure to Comply with Dispute Adjudication Boards Decision20.8Expiry of Dispute Adjudication Boards AppointmentAPPENDIXINDEX OF SUB-CLAUSESDefinitions listed alphabetically1.1.4.1Contract Price1.1.6.5Laws1.1.4.1Contract Price1.1.6.5Laws1.1.1.9Appendix to Tender1.1.1.3Letter of Acceptance 1.1.3.1Base Date1.1.1.4Letter of Tender 1.1.3.2Commencement Date1.1.4.8Local Currency 1.1.1.1Contract1.1.5.3Materials 1.1.1.2Contract Agreement1.1.2.1Party 1.1.4.2Contract Price1.1.4.9Payment Certificate 1.1.2.3Supplier1.1.3.8Performance Certificate1.1.6.1Suppliers Documents1.1.6.6Performance Security1.1.5.1Suppliers Equipment1.1.5.4Permanent Works 1.1.2.7Suppliers Personnel1.1.5.5Plant 1.1.1.7Suppliers Proposal1.1.4.10Provisional Sum 1.1.2.5Suppliers Representative 1.1.4.11Retention Money1.1.4.3Cost1.1.1.6Schedules 1.1.6.2Country1.1.1.10Schedule of Guarantees 1.1.2.9DAB1.1.1.10Schedule of Payments1.1.3.9day1.1.5.6Section 1.1.3.7Defects Notification Period1.1.6.7Site 1.1.2.2Purchaser1.1.4.12Statement 1.1.6.3Purchasers Equipment1.1.2.8SubSupplier 1.1.2.6Purchasers Personnel1.1.3.5Taking-Over Certificate1.1.1.5Purchasers Requirements1.1.5.7Temporary Works 1.1.2.4Purchasers Representative1.1.1.8Tender1.1.2.10FIDIC1.1.3.6Tests after Completion 1.1.4.4Final Payment Certificate1.1.3.4Tests on Completion 1.1.4.5Final Statement1.1.3.3Time for Completion 1.1.6.4Force Majeure1.1.6.8Unforeseeable 1.1.4.6Foreign Currency1.1.6.9Variation 1.1.5.2Goods1.1.5.8Works 1.1.4.7Interim Payment Certificate 1.1.3.9yearConditions of Contract1General Provisions1.1DefinitionsIn the Conditions of Contract (these Conditions), the following words and expressions shall have the meanings stated. Words indicating persons or parties include corporations and other legal entities, except where the context requires otherwise.1.1.1The Contract1.1.1.1Contract means the Contract Agreement, these Conditions and the further documents which are listed in the Contract Agreement as being a part hereof.1.1.1.2Contract Agreement means the contract agreement (if any) referred to in Sub-Clause 1.6 Contract Agreement.1.1.1.3Not used 1.1.1.4Not used1.1.1.5Purchasers Requirements means the document entitled Purchasers requirements, as included in the Contract, and any additions and modifications to such document in accordance with the Contract. Such document specifies the purpose, scope, and/or design and/or other technical criteria, for the Works.1.1.1.6Not used1.1.1.7Not used 1.1.1.8Tender” means the Appendix to Contract and all other documents which the Supplier submitted with the Letter of Tender, as included in the Contract .Not used1.1.1.9Appendix to Tender” means the completed pages entitled appendix to tender which are appended to and form part of the Letter of Tender.Not used1.1.1.10Schedule of Guarantees” and Schedule of Payments mean the documents so named (if any) which are comprised in the Schedules.1.1.2Parties and Persons1.1.2.1Party” means the Purchaser or the Supplier, as the context requires.1.1.2.2Purchaser” means the person named as Purchaser in the Appendix to TenderContract and the legal successors in title to this person.1.1.2.3Supplier” means the person(s) named as Supplier in the Letter of Tender accepted by the PurchaserContract and the legal successors in title to this person(s).1.1.2.4Purchasers Representative” means the person appointed by the Purchaser for the purposes of the Contract, or any replacement appointed under Sub-Clause 3.1 The Purchasers Representative.1.1.2.5Suppliers Representative means the person named by the Supplie