ASSOCIATION AGREEMENT

Preamble
Taking into consideration the experience of the associated parties in the oil and gas field,
Taking into consideration complexity of work performed by associates in various projects in
areas such as: manufacturing, machinery manufacturing, assembly, transportation, engineering
and process,
Taking into consideration the necessity of both up to dating the existing equipment and the
manufacturing new ones in the area above mentioned,
A group of companies who are operating under patronage of Employers Organization of
Romanian Oil Industry, institution that brings together companies that covers, by their object of
activity, the entire area of products and services from petroleum field, agreed to establish an
association called:
ROMANIAN PETROLEUM SERVICES ASSOCIATION
having the main target but not limited to the participation in tenders for execution of diverse range
of products and services in fields such as: design (Basic Design, Extended BD, Multidisciplinary
Detailed Engineering), extraction, petrochemicals, distribution, procurement, EPC Projects,
Technical assistance for construction, commissioning and start-up, Project Management for
modernization and extended of existing plants for:
- Petroleum Refineries, oil transportation, storage;
- Petrochemical and Chemical, Gas Processing / Treating;
- Environmental;
- Crude Oil / Product Storage;
- Energy and Power;
- Pipelines;
- Chemical Equipment;
- Offsite Facilities and Utilities Production Plants;
- Petroleum and natural gas pipelines and associated facilities;
- Industrial waste water treatment;
- Environmental, safety and ecological studies and engineering;
- Biodiesel;
- Civil/Industrial construction, Infrastructures.
Trading companies:
1. S.C. IPIP S.A., having the head office in Romania, Prahova County, Ploiesti, 18, Diligentei
Street, Zip Code: 100575, phone no.: (40)-244.511.566, fax no.: (40)-244.515.361, e-mail:
ipip@ipip.ro, registered at Register of Commerce under no. J29/386/1991 Unic Code of
Registration no. RO1346801, represented by Mr. Florin Ene General Manager;

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2. SC COMPANIA ENERGOPETROL S.A., having the head office in Romania, Prahova County,
32, Schelelor Street, phone no.: (40)- 0244 - 33.66.51/2/3, fax no.: (40) - 0244 - 33.68.51, e-mail:
hq@energo.ro, registered at Register of Commerce under no. J29/3/1991 Unic Code of
Registration no. RO 1323700, represented by Mr. Mircea Celescu - President of Board
Administration;
3. S.C. OIL TERMINAL S.A., having the head office in Romania, Constanta County, 2, Caraiman
Street, Zip Code: 900117, phone no.: (40)- 241-702.600, fax no.: (40)- 241-694.833, e-mail:
office@oil-terminal.com, registered at Register of Commerce under no. J13/512/1991 Unic Code
of Registration no. RO 2410163, represented by Mr. Sorin Viorel Ciutureanu General Manager;
4. PETROLEUMGAS UNIVERSITY OF PLOIESTI, having the head office in Romania, Prahova
County, Ploiesti, 39, Bucuresti Bd., Zip Code: 100680, phone no.: (40)-244.575.292, 244.575.436,
fax no.: (40)-244.575.847, e-mail: rectorat@upg-ploiesti.ro, represented by Mr. Prof. Dr. Eng.
Pascu Mihai Coloja Rector;
5. S.C. CONFIND S.R.L., having the head office in Romania, Prahova County, Campina, 2,
Progresului Street, Zip Code: 105600, phone no.: (40)-244.334.116, fax no.: (40)-244.333.160,
244.374.719, e-mail: confind@confind.ro, registered at Register of Commerce under no.
J29/607/1991, Unic Code of Registration no. RO 1324099, represented by Mr. Simion Ioan
President of Board Administration;
6. S.C. COMES S.A., having the head office in Romania, Savinesti Neamt County, 1, Uzinei
Street, Zip Code: 617410, phone no.: (40)-233. 281 568, fax no.: (40)-233. 281 833, e-mail:
office@comes.ro, registered at Register of Commerce under no. J27/27/1991 Unic Code of
Registration no. RO 2662292, represented by Mr. Puscasu George President of Board
Administration;
7. S.C. PETROCONSULT S.R.L., having the head office in Romania, Prahova County, Ploiesti, 18
Diligentei Street, Zip Code: 100575, phone no. : (40)244.511935, fax no.: (40)-244.511.627, email: petroconsult@petroconsult.ro, registered at Register of Commerce under no. J29/779/1991
Unic Code of Registration no. RO 1364867, represented by Mr. Mircea Laba General Manager
8. S.C. INDUSTRIAL MONTAJ S.A., having the head office in Romania, Prahova County, Ploiesti,
342, Mihai Bravu Street, Zip Code: 100412, phone no.: (40)-244.515.774, fax no.: (40)244.595.275, e-mail: contact@industrial-montaj.ro, registered at Register of Commerce under no.
J29/2257/1991 Unic Code of Registration no. RO 1348195, represented by Mr. Nicolae Vasilache
General Manager;
9. S.C. SYSCOM - 18 S.R.L., having the head office in Romania, Bucharest, 139B, Plevnei Street,
Sector 6, Zip Code: 060011, phone no.: (40)- 213 102 678, fax no.: (40)- 213 169 176, e-mail:
syscom@syscom18.com, registered at Register of Commerce under no. J40/9782/1991 Unic
Code of Registration no. RO 1564431, represented by Mr. Ion Andronache President of Board
Administration;
1. Territory
This Agreement is concluded for international and domestic territory.

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2. Nature of Association
2.1.

2.2.

The Association has no legal personality and not modifies or restricts the commercial or
juridical independence of the members, without excluding the possibility of different
association in the future.
The Association operates under the conditions of complete transparency and all
decisions and establishment of commercial conditions in order to participate in tenders
or contracts will be taken with the agreement of majority members.

3. Rules that lead the activity of the Association

3.1.

3.2.
3.3.
3.4.

The Association will work according to the following principal rules:

The Association is formed of 9 (nine) members;
The new members of the Association will be accepted only with the majority agreement
of the members of the Association and will accept the rules of the Agreement and will
have the same rights and obligations as the other founding members.
All the members of the Association should keep the confidential character concerning
their participation in the tenders and the contracts signed by Association.
Without prejudice provisions of Clause 4.3, the members can withdraw from the
Agreement, on request;
All the disputes between the Association members will be solved amiably, and if cant
solve as it was mentioned above, the dispute will be presented to the Court of Arbitrage
of the Romanian Chamber of Commerce and Industry.

4. The coordination of the Association, the Leaders role

4.1.

4.2.

4.3.
4.4.

4.5.
4.6.

4.7.

4.8.
4.9.

For a better coordination, all the members agreed to appoint as the Leader of the
Association the Engineering and Design Institute for Oil Refineries and Petrochemical
Plants Company (SC IPIP SA).
The Leader will submit the Tender Book to all members who decided to participate at
the tender and members will do their best for the offers to follow the requested
conditions of the Tender Book. At the Leaders request, each member will give
technical support and specialists according to his activity area.
The final offer will be approved by all members who participate at the tender.
Once a member announces his official participation, this member has no right to step
back from the tender and in the case of wining the contract the member must finalize
his part of work.
The members of Association who accepted to bid will participate together with the
Leader at the negotiation and signing the contract, if is necessary.
The costs for prospecting the market, gathering data, acquisition of the Tender Books
and consultancy will be supported by all interested members; the costs for
accommodation, wages, daily allowance and international transport of the specialists to
the area the costs will be supported by the member whom the specialists belong to.
In order to be in permanent contact with the clients during the tender and
accomplishment of the contracts, the Leader is authorized by the Association to choose
consultants or agents according to the legislation in force in the Clients country. If
the Tender Book imposes, the Leader may propose cooperation with local companies
specialized in accomplishing works in the local market.
If the Association wins in the tender, the Leader as a contractor will sign the contract.
Each member of the Association, which participates in the tender, will appoint a Project
Manager. The Project Managers of the members will be in permanent contact with the
Project Director of the Leader during the tender and the accomplishment of the

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4.10.
4.11.

contract, as the case may be. They will collaborate permanently the Project Director
who leads the Association activity.
The Leader will not act and will not take decisions that affect the other members
without their approval.
After signature of the Contract, and subject always to the provisions of the Agreement,
the Leader shall coordinate the performance of the project.

5. The accomplishment of the contracts; responsibilities of each member

5.1.

5.2.

5.3.

Each member will be responsible of the accomplishment of his part of work according
to the international contract, according to his part of work in order to create
compatibility between his part of work and the other members parts of work.
If a part of the work, accomplished by a member, or the materials and the equipment
delivered by a member will be faulty and should be rebuilt, dismantled, replaced,
modified or repaired in any way in order to correspond to the terms and conditions of
the international contract, this member will be responsible and will support the cost of
these activities.
In case of breach of the obligations assumed the responsible member for that breach
will support all the costs or damages, if any.

6. Payment by the Client

The terms and payment conditions of each member of the Association will be
established according to the terms and payment conditions mentioned in the Tender
Book and in the international contract that will be concluded by the Association with the
client.
7. Bank guarantee
The participation guarantees will be established based on project requirements.
8. The management of monetary flow and expenses
8.1.
8.2.

The Leader fills and sends the invoices to the clients on the basis of the individual
invoices of the other members.
After cashing the payments in the Leaders account, the Leader will transfer promptly
the money, within 5 days after the Leader receipt of the money from the client, in the
members account who made the works for which the payment have been made, taking
into consideration any retaining or modification from the client. If the client makes a
partial payment for an invoice, the retained amount will be held from the invoice of the
member responsible of the work.

9. Assignment and subcontracting

Neither of the Association members has the right to assign unilaterally, partially or totally
any of the rights and /or obligations arising from present Agreement to some third parties,
without previous written consent of the other members.

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10. Force Major

10.1.

10.2.

10.3.

10.4.

The Force Major, releases from responsibility the party which invoked it, under the
condition of notifying the occurrence of force majeure in maximum 5 (five days) from its
issue.
Occurrence of Force Majeure should be confirmed based on documents issued by the
Chamber of Commerce and Industry of the country where the events of Force Majeure
emerged.
Events of Force Majeure are those external circumstances, of exceptional nature,
absolutely invincible and absolutely unforeseen, beyond control of the party claiming for
it, or not caused by the said party, such as war, insurrections, riots, natural disasters
etc.
If Force Majeure lasts for a period of time longer than 60 (sixty) calendar days, the
Association members shall summon a meeting during which the actions necessary to
be taken are decided.

11. The law that rules

This contract will be in all the ways governed, understood and interpreted according to
the Romanian Law.
12. Others
12.1.

12.2.

12.3.

12.4.

The Association agreement was agreed and signed by the founding members in 9
(nine) identical copies, in English language, all considered to be original and identical,
with the same priority within the Association, each member having a copy.
This Association Agreement is concluded for 3 (three) years, it is in force starting with
the date of signing and will be extended for another period of 3 (three) years, only if the
members decided to do this.
The Association agreement can be modified mutually, in a written form at the proposal
of any member of the Association. The modification will be included as an annex to the
Association Agreement, becoming an integral part of the Agreement.
For the application of the present Agreement, the Parties respectively elect domicile at
the address shown below and any notice shall be deemed to have been duly delivered
and served on a Party if delivered to that address:
IPIP Company, Prahova County, Ploiesti, 18, Diligentei Street.

Signed today, 5 December 2012, in Ploiesti by and in the name of:

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