RFQ Package Boiler

Procurement Headquarters
46-59 NAKABARU, TOBATA-KU, KITAKYUSHU-SHI, FUKUOKA 804-8505 JAPAN

www.eng.nssmc.com/english/
REQUEST FOR QUOTATION

th
Issue Date : 28 April, 2017
RFQ No. : AA170905000000
Equipment : Boiler (“Equipment”)
Project : CE1 Project (“Project”)
nd
Due Date : 22 May 2017
To : (“BIDDER” or “Vendor”)
Attn : Mr.
Dear Sirs/Madams,
We, NIPPON STEEL & SUMIKIN ENGINEERING CO., LTD.,(hereinafter called “NSENGI” or
“PURCHASER”) hereby request BIDDER to submit the quotation based on this REQUEST FOR
QUOTATION and applicable documents (hereinafter called “RFQ”) hereunder specified for the above
mentioned Equipment to be incorporated into the plant for CE1 project (hereinafter called “Project”) :
Kindly be requested to confirm within two (2) days after the date of this RFQ by the attached
acknowledgement card as Appendix K via e-mail, whether BIDDER will submit the quotation/proposal by
the above Due Date or not.
Sincerely Yours,
________________________________________
Kei FUKUSHIMA(MS)
- Steel Plant, Environmental Plant & Energy Facilities
NIPPON STEEL & SUMIKIN ENGINEERING CO., LTD.
1
Note:
The applicable items with X among the conditions listed are base of the quotation under this RFQ.
1. GOODS (Scope of Supply)
The scope of supply shall be stipulated in the Material Requisitions as Appendix-D of this RFQ.
2. DOCUMENTS TO BE APPLIED
The documents attached hereto shall constitute integral parts of this RFQ.
3. CONFLICT
In the event of conflict between this RFQ and reference documents, the order of precedence shall be
as listed below
1) This Request for Quotation body
2) Appendix A : Special Conditions of Purchase
3) Appendix B : Terms and Conditions for Supervisory Services
4) Appendix C : General Terms and Conditions of Purchase
5) Appendix D : Material Requisitions (MR)
6) Appendix E : Form of Exceptions / Deviations (Commercial)
7) Appendix F : Form of Spare Parts List
8) Appendix G : Form of Special Tool List
9) Appendix H : Form of Delivery Schedule
10) Appendix J : Form of Performance Bank Guarantee
11) Appendix K : Acknowledgement Card
Note : In case of any ambiguity, conflict or discrepancy between the documents listed above,
the order of precedence shall be the order in which the documents are listed as
aforesaid. Subject to the aforesaid order of precedence, all the documents forming part
of the Contract are intended to be correlative, complementary and mutually explanatory
of one another.
4. PRICE TERMS ( INCOTERMS 2010 )
( ) FOB ( ) FAS _ _____________
(X) CIF ( ) CFR Manila International Seaport for the vendor other
than Philippines
( ) EX-WORK ( ) FCA __ ____________
(X) DDP ( ) DAT Manila for Philippine vendor
5. QUOTATION
BIDDER shall prepare and submit the quotation with the price breakdown in accordance with the
following instructions, and other documents to be applied.
( ) In addition to the ex-factory unpacked price of main equipment/materials including accessories,

each of the following items shall be separately indicated in the quotation.
(x) Engineering and Design Fee
(x) Ex-factory unpacked price of;
(x ) Construction/Start-up/Pre-commissioning/Commissioning Spare Parts.
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(x ) Capital/Operational Spare Parts (two years)

(x ) Special Tools (If any)
(x) Painting
( ) Insulation materials and installation at shop
(x) Test and inspection
(x) Packing charges (indicating expected export packing volume & weight of each item)
(x) Inland transportation to the place designated in this RFQ.
(x) Supervisory Services (Unit rates of personnel for each service)
(x) Any taxes and duties which shall be borne by the Purchaser
( ) As per the requirements defined in the Appendix-D.
6. DELIVERY TIME
(X) Quote possible shortest delivery time.

( ) Desired to deliver, within XX months / weeks / days after receipt of order.
7. QUALITY MANAGEMENT SYSTEM
(X) BIDDER shall implement and maintain a formal Quality Management System based on ISO
9001, Quality Management System Requirements (or Equivalent ), throughout the completion of
the scope of work. This requirement shall also extend to any sub-suppliers or subcontractors
used by the main supplier. The supplier’s and sub supplier’s QMS may be audited by
PURCHASER to determine the effectiveness before acceptance.
8. SHIPPING AND PACKING INSTRUCTION
Shipping and packing requirement will be separately provided in the shipping instruction after this
Purchase Order placed, unless otherwise such requirements stipulated in the applicable documents
listed in the Article 2 here above.
10. WARRANTY PERIOD
(X) The warranty period shall end after twelve (12) month from the date of the completion of the
Purchaser’s commissioning or after eighteen (18) months from the date of the actual delivery of
the last shipment, whichever comes earlier.
11. SPARE PARTS
( ) The necessary cost for installation and field assembly spare parts shall be included in the price,
provided that the items and quantities of such spare parts shall be specified separately.
( ) Quote separately the spare parts required for start-up, pre-commissioning and commissioning.
( ) Quote the necessary spare parts for capital and first XX (XX) years operation.
( ) Quote separately the spare parts and prices for normal operation in accordance with the RFQ.
(X) As per the requirements defined in the Appendix-D.
( ) Not required.
3
12. SPECIAL TOOLS AND CONSUMABLES
( ) Quote separately the items and prices of the special tools necessary for installation and
assembly of the Equipment. The BIDDER shall submit special tool list according to an example
format as attached in Appendix G titled “SPECIAL TOOL LIST” with the quotation.
( ) Quote separately specification, brand (trade) name, quantities and prices of recommended
consumable for installation, field assembly and with commissioning/start-up and estimated for
two (2) years operation.
( ) Not required.
13. SUPERVISORY AND SUPPORT SERVICES
( ) Quote separately the unit price for the provision of Services Engineer / Technician for vendor
assistance related to installation work and/or pre-commissioning and testing complete with
estimated duration required for each activity.
( ) Quote separately unit price for the provisional Service Engineer for vendor assistance related to
start-up commissioning activities.
(X) Not required.
14. DEVIATION / EXCEPTIONS
(X) Should the BIDDER propose Equipment not be in full compliance with any section of this RFQ
document, the BIDDER must specify the change by filling in the EXCEPTION/DEVIATION LIST
as per attached form Appendix-E.
In case no deviation or exception is required, BIDDER must complete the form by tick the full
conformance box on the form and submit to Purchaser for review.
15. INSPECTION AND TEST PLAN REQUIREMENT
16. SCHEDULE CONTROL
1) The BIDDER shall refer to APPENDIX-H titled “DELIVERY SCHEDULE”.

2) The BIDDER shall submit his schedule of engineering, design, manufacturing, assembly,
fabrication, inspection & testing and packing preparation by means of bar chart or Critical Path
Method (CPM) with his quotation, which shall also indicate milestone activities.
17. LIQUIDATED DAMAGES
(X) Liquidated Damage is applicable in accordance with the applicable documents in the above
Article 2.
18. SECRECY DECLARATION / AGREEMENT
( ) The Secrecy Declaration agreed and signed by BIDDER prior to issuance of this RFQ
shall remain valid regardless BIDDER is selected or not as successful bidder under this
RFQ, until PURCHASER confirms its invalidation.
4
(X) All documents provided from NSENGI to BIDDER are the Confidential Information as
stipulated in the General Terms and Conditions.
19. CORRESPONDENCE
All communications between PURCHASER and BIDDER shall be made to the addresses as
described below :
NIPPON STEEL AND SUMIKIN ENGINEERING CO., LTD (NSENGI)

46-59 NAKABARU, TOBATA-KU, KITAKYUSHU-CITY
FUKUOKA 804-8505 JAPAN
Attention : Kei FUKUSHIMA, Ms. (for Commercial matters)
Tel No. : +81-80-8372-9642
E-mail : fukushima.kei.34p@eng.nssmc.com
Attention : Ryo FUKUDA, Mr. (for Technical matters)

Tel No. : +81- 80-4722-8851
E-mail : fukuda.ryoh.b8k@eng.nssmc.com
20. NOTES (IMPORTANT)
1) This is not an order.

2) The BIDDER’s Terms and Conditions of Sales or whatever the similar documents specifying
the conditions of sales never be accepted as the basis of the BIDDER’s quotation/proposal.
3) Unless otherwise described herein, the cost of preparation of quotation will be borne by
BIDDER.
4) The RFQ number must be clearly indicated in your quotation and other documents attached
hereto.
5) Before the Contract is concluded or the Purchase Order is duly placed, the terms “Contract” or
“Purchase Order” in the Special Conditions of Purchase, Terms and Conditions of Supervisory
Services, or General Terms and Conditions shall be deemed to be replaced with the “RFQ”.
6) NSENGI reserves the right to accept other than the lowest quotation and accept or reject any
quotation in whole or in part.
7) In the event that BIDDER decline to quote or the order is placed elsewhere, BIDDER shall
return all the documents for inquiry purpose supplied by NSENGI.
- End of RFQ body-
5
Appendix-A
SPECIAL CONDITIONS OF PURCHASE
6
Special Conditions of Purchase (Draft)
S P E C I AL C O N D I T I O N S O F P U R C H AS E
1. Remarks
In these Special Conditions, all words, expressions have the same meaning as in the General
Terms and Conditions of Purchase, unless otherwise provided or where the context otherwise
requires.
2. Scope of Works
The Vendor’s scope of works to be performed under the Purchase Order shall be:
(1) Supply and Delivery of the Equipment listed below.
BOILER
The detailed specifications of the Equipment shall be as per the Material Requisitions
attached hereto.
(2) Spare Parts
The spare parts specified in the Material Requisitions.
(3) Special Tools and Consumables
The special tool and/or consumables specified in the Material Requisitions.
(4) Supervising Services
Supervising services by the Vendor shall be implemented in accordance with the
Purchaser’s request. The detailed conditions of such supervising services shall be as per
Terms and Conditions for Supervisory Services attached hereto.
3. Applicable Documents
As per the Article 3 of Purchase Order body.
4. Price
The contract price for the Equipment as specified in the Purchase Order (hereinafter referred to
as the “Contract Price”) is firm and fixed price. The said price excludes the supervising services
fees for the Vendor’s technical personnel who shall be dispatched to render services at the site.
Such technical instruction fees shall be paid separately according to Clause 6.2 of these Special
Conditions.
5. Taxes
All taxes levied on the Vendor and/or the Vendor’s personnel arising from and/or in connection
with the performance of the Work shall be paid by the Vendor, except for Philippine VAT which
shall be paid by the Purchaser, if applicable.
6. Terms of Payment
As a full compensation for satisfactory execution of Vendor’s obligations under the Purchase
Order, Purchaser will pay to Vendor the Contract Price (for the Equipment and supervisory
services respectively) with the following milestones unless otherwise specified in this Purchase
Order;
6.1 Payment Term for Equipment
(1) Ninety percent (90%) of Contract Price :
Upon Purchaser’s receipt of the Equipment as per the delivery term stipulated in Purchase
Order body, and following documents;
1) Clean on board ocean vessel bill of lading (or airway bill, in case of air transportation)
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--- three (3) original and six (6) copies.

2) Shipping Invoice --- one (1) original and four (4) copies.
3) Master Packing List and Detailed Packing List --- two (2) originals and eight (8) copies
4) Marin Insurance Policy -- one (1) original and two (2) copies
5) Inspection Certificate approved by Purchaser -- one (1) original and seven (7)
copies
6) Phytosanitary certificate related to the treatment of wooden packages in accordance
with the International Standards for Phytosanitary Measures No.15 of 2002 of FAO
(Food and Agriculture Organization of the United Nations-Rome 2002) (hereinafter
referred to as “ISPM No.15”)--- two (2) originals and four (4) copies
7) Certificate of Origin --- one (1) original and two (2) copies
(2) Ten percent (10%) of Contract Price :

Upon expiry of the warranty period under this Purchase Order.
The unit prices and rates applicable for this Purchase Order shall be fixed irrespective of parity
with, or fluctuations in, exchange rates of other currencies, and shall be payable only in the
currency as designated in this Purchase Order unless otherwise mutually agreed upon.
6.2 Payment Term for the Supervisory Services:

The Contract Price for the supervisory services shall be paid upon the completion of all the
supervisory services, including Purchaser’s receipt of all relevant documentation.
6.3 Invoicing
Vendor shall submit an undisputed invoice to Purchaser within five (5) calendar days from
Purchaser’s approval on the achievement of each payment milestone stipulated in the above 6.1,
which each invoice shall be accompanied with a copy of details (including appropriate supporting
vouchers.)
6.4 Payment of Vendor’s Invoice

Purchaser shall pay Vendor the amount of each undisputed invoice by telegraphic transfer
remittance to the designated bank account of Vendor, within thirty (30) calendar days of
Purchaser’s receipt of the original invoice. However, should Purchaser give Vendor notice of
Vendor’s failure to comply with the terms of this Purchase Order including Purchaser’s
environmental and safety requirements and applicable safety laws and regulations and Vendor
continues to be in non-compliance, Purchaser may withhold payment or portion thereof until such
time that Vendor is in compliance.
7. Delivery Conditions
7.1 Delivery Terms
Delivery of the Equipment to the Purchaser by the Vendor shall be made on the following terms;
CIF Manila International Seaport as per INCOTERMS 2010
7.2 Delivery Date
The Equipment shall be delivered in accordance with the delivery terms specified in the preceding
Clause 7.1;
As per the Material Requisitions.
7.3 Shipping and Packing Instruction
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Shipping and packing requirements shall be separately given to the Vendor by the Purchaser in
the Shipping and packing instruction.
The Vendor shall fulfill the following minimum Shipping and packing requirements:
(1) Packaging
1) All important parts shall be adequately rust-proofed,
2) As per the description in the Material Requisitions.
(2) Partial shipment
Partial shipments are not allowed per each shipment.
(3) Vendor’s Shipping Information
The Vendor shall submit the following information requested by the Purchaser from time to
time:
1) Estimated net weight and dimension (length, width and height in millimeters) of the
Equipment
2) Recommended packing method of the Equipment
3) As per the description in the Material Requisitions
7.4 Insurance Requirements
If it is applicable under the delivery term stipulated in the above Clause 7.1, the Vendor shall
obtain and maintain the insurance(s) for the delivery in compliance with the following conditions
as a minimum requirements ;
(1) Sum insured
Total CIF or CIP Value x 110%
(2) Period of Insurance
Ex-factory～ designated point
(3) Conditions
- Institute Cargo Clauses(All risks)
- Marine + War&SRCC
- Waiver of Subrogation Clause
- Special Clause for Concealed Damage (60 days)
- Special Replacement Clause (Air Freight & Duty)
(4) Deductible
Amount : 0 (zero) /in any currency
8. Delay in Delivery
8.1 In the event that the Vendor shall have failed to deliver the Equipment or any part thereof by the
delivery period stipulated in Clause 7.2 of this Special Conditions by any reasons other than
Force Majeure;
The Vendor shall pay to the Purchaser liquidated damages per calendar day of delay in an
amount equivalent to one percent (1%) of the total Contract Price of the Equipment. It is
understood by the parties hereto that a sum equivalent to liquidated damages may be deducted
from the payment due to the Vendor.
8.2 In addition to the above, in order to assure that the Purchaser can minimize risk of delay that
would seriously affect completion of the Works, the Purchaser and the Vendor agree to the
followings:
(1) The Vendor shall provide the Purchaser with monthly progress report on each item of the
Equipment.
(2) On items that the Purchaser identifies as critical to the delivery period, the Vendor shall
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promptly advise the Purchaser of (i) the degree of achievement of specified progress
milestones at the scheduled time of the milestone, and (ii) any foreseen future milestone
achievement problems.
If the Purchaser perceives that any items of the Equipment are in danger of delivery delay that
would endanger scheduled completion of the Equipment, the Vendor will be so announced.
The Vendor shall then endeavor to promptly demonstrate to the Purchaser’s satisfaction that
scheduled or later, adequate completion can and will be achieved. If the Purchaser is not
satisfied, then the Purchaser may (i) cancel the items from the Vendor’s scope of supply without
obligations to pay any cancellation charges and with deducting the full allocation price of such
items from the total Contract Price of the Equipment or (ii) work with the Vendor to define an
alternate means of supplying the items that will meet the needs of the Purchaser and will meet
the delivery schedule requirement.
9. Warranty and Guarantee
9.1 Warranty
The warranty period under the Purchase Order (hereinafter referred to as the “Warranty Period”)
shall be end after twelve (12) month from the date of the completion of the Purchaser’s
commissioning or after eighteen (18) months from the date of the actual delivery of the last
shipment, whichever comes earlier.
9.2 Performance Guarantee
The Vendor guarantees that the Equipment, when tested and operated during the
performance test, shall achieve the performance values and/or levels specified in the
Material Requisitions. If any performance value or level should not be attained under the
performance test due to reason(s) attributable to the Vendor, the Vendor shall, at its own
expense, rectify any such deficiency, and performance test(s) thereon shall be repeated. If
the guaranty value or level should not be finally attained within a reasonable time, the
Purchaser shall have the right to recover from the Vendor any and all loss and damages
incurred by the Purchaser in connection with and/or as a result of such non-performance of
the Vendor.
End of the document
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Appendix-B
TERMS AND CONDITIONS FOR SUPERVISORY SERVICE
7
Terms and Conditions for Supervisory Services
Project: CE1 Project

Site: Philippine
1. General
(1) Scope of Supervisory Services

1) Technical Supervisory Services at site necessary for achieving the contracted functions of
the Equipment delivered by the Vendor
2) Maintenance and operation training of the Equipment delivered by the Vendor.
3) Preparation of special tools necessary for carrying out the Supervisory and commissioning
Services.
4) Documents
(2) Requirement for the Supervisors

1) Supervisors shall be skillful and well experienced in the pertinent technology and capable of
executing supervisory services.
2) Supervisors shall be sound both physically and mentally.
3) Supervisors shall be capable of performing their services in English.
4) Supervisors shall bring the following to the site;
Work clothes, Helmet, Safety shoes, Safety belt and Special tools necessary for their
supervisory services
(3) Working conditions

1) Working days: 6 days per week
2) Working hours 8 hours per day excluding mealtime
3) Overtime and holiday work: to be done, if the Purchaser request depending on

the work progress at site
4) Holidays Local national holidays
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2. Supervisory Service Fee
The fee for Supervisory Services shall be calculated using the rates specified in the below
table;
No. Description Rate Remarks
(1) Labor Loss xx per working day For days supervisory work has
been rendered.
(2) Overtime Work xx per working hour
(3) Living Expense xx per calendar day during the period of services at the
Site
(4) Round Trip Fee xx per one round trip Fixed price. Economy class.
(1) Labor Loss

The Supervisory Service fee shall be paid to the Vendor based on the actual days at site, using
the Labor Loss rate.
Expenses for error correction regarding the Equipment supplied by the Vendor shall not be
counted as the works of supervisory services;
(2) Living Expense

The following expenses marked "LE" shall be included in Living Expense;
No. Descriptions Classification Remarks
1) Hotel charges LE room charge, tax, service charges.
2) All others related to LE meal, telephone calls, fax transmissions,

hotel charge internet connection fee, tips and etc.
3) Business calls - The Purchaser shall provide the telephone
from the site office and fax machine in the site office.
4) Commutation - The Purchaser shall provide daily
commutation between hotel and site.
(3) Round Trip Fee

The following expenses marked "TF" shall be included in Round Trip Fee;
No. Descriptions Classification Remarks
1) Transportation between TF
the Vendor's office to
the airport
2) Transportation between TF Economy class
Vendor's country to
Philippine
3) Transportation between TF
Philippine airport and
the Hotel in Philippine
4) Others related to the TF Passport, Visa charges and airport tax
Round trip
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3. Documents
The following documents or reports shall be submitted by the Vendor to the Purchaser.
1) Personal data
The personal data including the supervisors' name, date and place of birth, passport number
and his career shall be submitted to the Purchaser before his dispatch.
2) Itinerary
Exact date of arrival and flight number shall be notified in writing to the Purchaser 2 weeks
before the arrival.
3) Daily report and Weekly report
The Supervisors shall submit time sheets to the Site Manager of the Purchaser for approval
on a Daily basis and Weekly basis. Time spent to investigate and correct defects of the
Equipment with reasons attributed to the Vendor shall be described separately from normal
working hours on time sheets.
4) Documents for maintenance and operation training
The supervisors shall bring necessary documents for maintenance and operation training.
5) Site work schedule and Completion report
The Supervisors shall submit site work schedule to the Purchaser’s site manager on the first
day of the working. Supervisory Service Completion reports shall be submitted within 2
weeks after every dispatch of the supervisors.
4. Special Notes
(1) Insurance (to be provided and maintained by the Vendor)
The Vendor shall, before dispatching the Supervisors to the site, place and maintain at its
own cost and expense, the appropriate international life, sickness and accident insurance for
each and all Supervisor(s) during their stay in Philippine for the Supervising Services, which
shall cover such Supervisors from the possible risks to the Supervisors of accidents and
sickness in Philippine and provide appropriate compensation. The Vendor shall hold the
Purchaser and its Customer harmless from all claims and liabilities of any kinds in connection
with any death, sickness or accident of any supervisors. The Vendor shall have the
Supervisors present the Purchaser with copies of certificate of insurance policy upon their
arrival at the Site.
(2) In case Supervisor cannot continuously work for more than 7 days due to sickness or injury,
the Vendor shall replace the Supervisor with one having the equal ability to the former one’s.
Any expenses for such replacement shall be borne by the Vendor.
(3) In case Supervisors cannot arrive at site as per Purchase’s request, due to the Vendors
responsibility, and such delay affected the progress, the Purchaser has right to deduct 5％of
total fee for supervisory services.
(4) The Purchaser shall be entitled to ask replacement of Supervisor(s) in case that the
Supervisor does not have enough ability for supervisory services according to the
Purchaser’s reasonable opinion.
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-End of document -
Page 4 of 4
Appendix-C
GENERAL TERMS AND CONDITIONS OF PURCHASE
8
NIPPON STEEL & SUMIKIN ENGINEERING CO., LTD. General Terms and Conditions of Purchase
GENERAL TERMS AND CONDITIONS OF PURCHASE
Index Page
Article 1. Definitions…………………………………………………………………….. 1
Article 2. Effective Date………………………………………………………………… 2
Article 3. Entire Agreement……………………………………………………………. 2
Article 4. Amendment…………………………………………………………………... 2
Article 5. Severability…………………………………………………………………… 3
Article 6. Conflicts and Discrepancies…………………………………………………. 3
Article 7. Independent Contractor……………………………………………………... 3
Article 8. Price and Payment……………………………………………………………. 3
Article 9. Drawings and Documents for Approval……………………………………. 3
Article 10. Progress Report and Expediting……………………………………………. 4
Article 11. Inspection and Test………………………………………………………….. 4
Article 12. Delivery………………………………………………………………………. 5
Article 13. Insurance…………………………………………………………………….. 6
Article 14. Shipping Arrangement……………………………………………………… 6
Article 15. Packing and Marking………………………………………………………. 6
Article 16. Erroneous and Excess Materials and Work………………………………. 6
Article 17. Title………………………………………………………………………….. 6
Article 18. Delay in Delivery……………………………………………………………. 7
Article 19. Warranty and Guarantee………………………………………………….. 7
Article 20. Indemnity and Liability……………………………………………………. 7
Article 21. Compliance with Laws……………………………………………………... 8
Article 22. Business Standards and Foreign Corrupt Act……………………………. 8
Article 23. Export Restriction…………………………………………………………. 9
Article 24. Additional Covenants……………………………………………………… 9
Article 25. Intellectual Property Right………………………………………………… 9
Article 26. Modification of Work……………………………………………………… 10
Article 27. Suspension………………………………………………………………….. 11
Article 28. Cancellation for Convenience…………………………………………….. 12
Article 29. Default……………………………………………………………………… 12
Article 30. Non-Waiver………………………………………………………………… 13
Article 31. Assignment and Sub-letting………………………………………………. 13
Article 32. Confidential Information……………………………………………….… 13
Article 33. Force Majeure……………………………………………………………… 14
Article 34. Governing Law and Arbitration………………………………………….. 15
Article 35. Surviving Obligations……………………………………………………… 15
1. Definitions
For the purpose of this General Terms and Conditions of Purchase, the following terms shall have the
meanings set forth below;
(1) “Purchaser” shall mean the corporation who issues the Purchase Order to the Vendor, and shall
include its legal successors or assignees.
(2) “Vendor” shall mean the person, firm or corporation, to whom the Purchase Order is issued, and who
shall supply the Equipment and perform any other assignment under the Purchase Order, and shall
include its legal successors or permitted assignees.
(3) “Sub-Vendor” shall mean the person, firm or corporation who supplies the Vendor with materials,
machinery, tools, supplies, equipment, articles, items and other work or services that are used by the
Vendor in connection with the Purchase Order, and shall include its legal successors or permitted
GTC-NSENGI-2012.11.01
Page 1 / 15
assignees.
(4) “Customer” shall mean the person, firm or corporation to whom the Purchaser will supply the Plant,
and shall include its legal successors or assignees.
(5) “Plant” shall mean the plant to be supplied by the Purchaser to the Customer under the Main Contract,
into which the Equipment is to be incorporated.
(6) “Equipment” shall mean all or any part of the equipment and materials, including spare parts, special
tools and consumables, if any, to be supplied by the Vendor under the Purchase Order.
(7) “Purchase Order Form” shall mean the formal purchase order form for the supply and delivery of the
Equipment with relative services, if any, signed by the Purchaser and signed or accepted in writing by
the Vendor, which shall constitute an integral part of the Purchase Order.
(8) “Technical Specifications” shall mean all of the specifications, drawings and any other technical
documents, and those amendments thereto to be made from time to time in writing in accordance with
the provisions of the Purchase Order, all of which shall be incorporated into and shall constitute an
integral part of the Purchase Order.
(9) “Purchase Order” shall mean the following documents which shall be given precedence in the
following order in case of any contradiction;
1) Purchase Order Form
2) Price Schedule
3) Special Conditions
4) General Terms and Conditions of Purchase
5) Technical Specifications
6) Any other documents referred to in the Purchase Order
(10) “Main Contract” shall mean the contract executed by and between the Purchaser and the Customer for
the supply and delivery of the Plant.
(11) “Contract Price” shall mean the price(s) specified in the Purchase Order to be paid by the Purchaser to
the Vendor for the delivery of the Equipment and the performance of the Work.
(12) “Delivery Date(s)” shall mean the date(s) specified in the Purchase Order, on which date(s) the
Equipment shall be delivered to the Purchaser, which may be modified pursuant to the provisions of
the Purchase Order.
(13) “Work” shall mean any and all work, including but not limited to, delivery of the Equipment, to be
performed by the Vendor under the Purchase Order, details of which shall be given in the Technical
Specifications.
(14) “Confidential Information” shall mean any and all technical and commercial information, including,
but not limited to, design, drawings, specifications, data and other information to be supplied to the
Vendor, directly or indirectly, by the Purchaser or developed or acquired by the Vendor in performing
the Work under the Purchase Order, irrespective of whether such information is disclosed in tangible
form or via electronic communication.
2. Effective Date
Unless otherwise mentioned in the Purchase Order, the Purchase Order shall become effective on the date
specified in the Purchase Order Form.
3. Entire Agreement
The Purchase Order, including the Purchase Order Form, Price Schedule, Special Conditions, these General
Terms and Conditions of Purchase, Technical Specifications and any other related documents referred to or
incorporated into the Purchase Order, constitutes the sole and entire agreement between the parties hereto
and supersedes and cancels all previous proposals, negotiations, commitments and understandings with
respect to the subject matter of the Purchase Order, whether written or oral, unless otherwise clearly
specified in the Purchase Order.
4. Amendment
Unless otherwise explicitly specified in the Purchase Order, any changes or modifications of the terms and
conditions of the Purchase Order shall in no way be binding unless agreed upon and duly signed by the
Page 2 / 15
authorized representatives of the Purchaser and the Vendor in writing.

5. Severability
In case one or more of the provisions of the Purchase Order shall be or become inoperative, invalid, illegal
or otherwise unenforceable by operation of laws, then such provision shall continue in effect only to the
extent that it remains valid. The validity, legality and enforceability of the remaining provisions of the
Purchase Order shall not in any manner be affected or impaired.
6. Conflicts and Discrepancies
If the Vendor shall find any inconsistency, conflict or ambiguity within or between the documents
constituting the Purchase Order, the Vendor shall immediately notify the Purchaser in writing of the same
and its proposed amendment to remove or clarify the aforesaid inconsistency, conflict or ambiguity. The
Purchaser shall issue an instruction either accepting the Vendor’s proposal or otherwise, as it may consider
appropriate, deciding how to interpret the inconsistent or conflicting items and/or clarifying the ambiguity
and the Vendor shall comply with such instruction without any cost and/or time impact to the Purchaser and
without change of any obligations of the Vendor under the Purchase Order.
Any adjustment in the Work by the Vendor without the Purchaser’s clarification and agreement on the
inconsistency, conflict or ambiguity shall be the Vendor’s sole risk and expense, and if so requested by the
Purchaser, the Vendor shall comply with any and all of the instruction by the Purchaser to remove such
adjustment in the Work without cost and/or time impact to the Purchaser and without change of any
obligations of the Vendor under the Purchase Order.
7. Independent Contractor
The Vendor shall be deemed as an independent contractor and nothing contained in the Purchase Order shall
be construed as constituting any other relationship with the Purchaser or the Customer, nor shall it be
construed as creating any relationship whatsoever between (i) the Purchaser or the Customer and (ii) the
Vendor’s employee(s), the Sub-Vendor(s) of any tier or its (their) employee(s).
8. Price and Payment
(1) The Contract Price shall be firm and shall not be subject to any adjustments on account of escalation
in respect of materials and/or labor costs, variation in rates of exchange, or any other causes
whatsoever unless otherwise clearly specified in the Purchase Order.
(2) The Contract Price shall, unless otherwise clearly specified in the Purchase Order, be deemed to
include any and all costs and expenses for the performance of the Work under the Purchase Order.
Taxes, fees, overheads, liabilities, profit, costs and expenses for import/export and any other charges
whatever they may be called shall be deemed to be included in the Contract Price.
(3) The Purchaser shall have the right to offset any monies due from the Vendor to the Purchaser against
any monies due from the Purchaser to the Vendor, regardless of whether such monies are due under
the Purchase Order or not.
9. Drawings and Documents for Approval
(1) The Vendor shall within the time specified in the Purchase Order submit to the Purchaser for approval
such drawings and documents as specified in the Purchase Order in such number of copies as
specified in the Purchase Order or otherwise instructed by the Purchaser in writing.
(2) The Purchaser will review such drawings and documents and, within a reasonable time after receipt
thereof, shall inform the Vendor whether or not the same are approved.
(3) In case of non-approval, the Vendor shall promptly revise and/or modify such non-approved drawings
and/or documents to the satisfaction of the Purchaser and submit such revised and/or modified
drawings and/or documents to the Purchaser. The provisions of the preceding Clause (2) shall apply
to such re-submitted drawings and/or documents. The Vendor’s obligation, responsibility and
liability with respect to making delivery of the Equipment on the Delivery Date(s) shall in no way be
affected by such non-approval.
(4) Approval of the drawings and documents under this Article 9 shall in no way relieve the Vendor of
any of its obligations, responsibilities and liabilities under the Purchase Order nor imply that the
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Purchaser will assume responsibility for the accuracy of such drawings and documents.
(5) All drawings, specifications, data, inspection records and other documents prepared by the Vendor or
the Sub-Vendor(s) of any tier pursuant to the Purchase Order, whether submitted to the Purchaser or
under preparation or otherwise, shall become the property of the Purchaser and may be used by the
Purchaser and/or the Customer for the purpose of the Purchase Order. The Vendor hereby assigns, and
shall require its employees and those of the Sub-Vendor(s) of any tier to assign, the copyright in all
such drawings, data and documents to the Purchaser.
10. Progress Report and Expediting
(1) The Vendor shall prepare and submit to the Purchaser work schedules and progress reports at the
times and in the forms and manners as required by the Purchaser in order to facilitate expediting and
shipping arrangements by the Purchaser. Receipt and/or approval, if any, by the Purchaser of such
work schedules and progress reports shall in no way relieve the Vendor of any of its obligations,
responsibilities and liabilities under the Purchase Order, including, without limitation, timely delivery
of the Equipment on the Delivery Date(s), nor imply that the Purchaser will assume any responsibility
for such schedules and reports.
(2) The Vendor shall be always responsible for expediting the progress of the Work and delivery of the
Equipment. If, however, the Vendor is unable to or anticipates to fail to meet the Delivery Date(s),
whatever the cause of such non-conforming to the Delivery Date(s) may be, the Vendor shall notify
the Purchaser of that effect immediately by facsimile or e-mail, provided, however, that such notice
shall not relieve the Vendor of any of its obligations, responsibilities and liabilities for the above delay.
The Purchaser and/or its nominee(s), of whom the Purchaser has designated and notified the Vendor
in writing the name and authorized power, may, from time to time and at any time, expedite the
progress of the Work and delivery of the Equipment in the manners the Purchaser and/or the aforesaid
nominee(s) deems appropriate. The Purchaser and the aforesaid nominee(s) shall be allowed
reasonable access to the work locations of the Vendor and the Sub-Vendor(s) of any tier. The
Purchaser and the aforesaid nominee(s) shall not be responsible to the Vendor for expedition specified
above in any way.
(3) If the Purchaser perceive that any of the Equipment is in danger of delivery delay, the Vendor will be
so advised. The Vendor shall then endeavor to promptly demonstrate to the Purchaser’s satisfaction
that scheduled or later, adequate delivery can and will be achieved. If the Purchaser is not satisfied,
then the Purchaser may (i) cancel the items from the Vendor’s scope of supply without obligation to
pay any cancellation charges and with deducting the full allocation price of such items from the total
Contract Price or (ii) work with the Vendor to define an alternate means of supplying the items that
will meet the needs of the Purchaser and will meet the delivery schedule requirement.
11. Inspection and Test
(1) The Vendor shall conduct, at its own expense and responsibility, the inspections and tests of the
Equipment and any part thereof required under the Purchase Order to insure that the same conform in
every respect to the requirements of the Purchase Order, in addition to carrying out such inspection
and test as are required by the laws and regulations concerned and as are required as ordinary or
common practice. The Vendor shall furnish the Purchaser with reports on the inspection and tests in
accordance with the provisions of the Purchase Order. Representative(s) of the Purchaser or the
Customer, if any, shall have the right to attend the inspections and tests mentioned above, and the
Vendor shall inform the Purchaser of the date(s), place(s) and item(s) of the inspections and tests three
(3) weeks prior to respective date(s) of such inspections and tests. In such case, unless otherwise
specified in the Technical Specifications, the Purchaser shall bear costs of dispatch of the aforesaid
representative(s) (i.e. round-trip air fares, hotel charges and living expenses).
(2) The Purchaser shall have the right to inspect and test by its representative(s) and/or to instruct the
Vendor to conduct further test(s) of the Equipment and any part thereof under attendance of the
aforesaid representative(s) in any manner and at any time and place including the work locations of
the Sub-Vendor(s) of any tier during the progress of manufacturing and at the time of completion of
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manufacturing. In case of the inspections and tests by the aforesaid representative(s), the Vendor
shall, unless otherwise mutually agreed upon, provide, at its own expense and responsibility,
sufficient, safe and proper facilities (such as, but not limited to, man-power, energy, utilities and
testing equipment), and the Purchaser shall, unless otherwise specified in the Technical Specifications,
bear costs of dispatch of the aforesaid representative(s) (i.e. round-trip air fares, hotel charges and
living expenses).
(3) If, as a result of any inspection and test mentioned hereabove, the Equipment or any part thereof, in
the Purchaser’s reasonable opinion, does not comply with the requirements of the Purchase Order in
any respect, the Purchaser may reject such non-conforming Equipment or any non-conforming part
thereof, and require the Vendor promptly to repair, replace and/or remedy, without additional charge
to the Purchaser, the rejected Equipment or any rejected part thereof and also to carry out any
inspection and test required to check the effect of such repair, replacement and/or remedy.
(4) The Vendor shall deliver the Equipment only after the same has passed the inspection and test
required under this Article 11.
(5) Inspections and test by the Purchaser’s representative(s) and/or their attendance to the Vendor’s
inspections and tests or failure to inspect, test and/or attend by the aforesaid representative(s) shall not
relieve the Vendor any of its obligations, responsibilities or liabilities under the Purchase Order, nor
be interpreted in any way to imply acceptance by the Purchaser of the Equipment and any part thereof.
(6) The Vendor shall comply with the quality assurance requirements as specified in the Purchase Order
and/or the Technical Specifications and shall cause all Sub-Vendor(s) of any tier to comply with such
requirements. The Purchaser, the Customer and their designated representative(s) shall have the
right to have direct access at any time to the work locations both of the Vendor and the Sub-Vendor(s)
of any tier to enable the Purchaser, the Customer and their designated representatives to take
necessary actions at such locations for the purpose of and in connection with their verification of the
compliance by the Vendor and/or the Sub-Vendor(s) of any tier with the aforesaid quality assurance
requirements, and the Vendor shall submit and cause the Sub-Vendor(s) of any tier to submit to the
Purchaser any required document pursuant to such requirements.
12. Delivery
(1) The terms of delivery of the Equipment shall be as per those stated in the Purchase Order. If the
aforesaid terms of delivery refer to the INCOTERMS without any reference to its version, it shall be
interpreted in accordance with the INCOTERMS effective on the effective date of the Purchase Order.
(2) The Vendor shall deliver the Equipment at such delivery point and in such manner as stated in the
Purchase Order on the Delivery Date(s). The Purchaser shall have the right, but shall not be obliged,
to reject any delivery prior to the Delivery Date(s).
(3) The Vendor shall advise the Purchaser in writing when any and all inspections and tests, which shall
be conducted before delivery, have been duly conducted and the Equipment or any part thereof has
become ready for delivery. The Equipment or any part thereof shall not be delivered without receipt
of written authorization to delivery issued by the Purchaser after receipt of the aforesaid advice of the
Vendor. Unless otherwise clearly specified in the Purchase Order, the Equipment or any part thereof
ready for delivery shall be stored at the Vendor’s risk and expense, until completion of delivery
thereof in accordance with the provisions of the Purchase Order.
(4) In case the Purchaser has a reasonable opinion that the Equipment or any part thereof is in danger of
being subject to attachment by any third party, the Purchaser may instruct the Vendor and/or the Sub-
Vendor(s) of any tier in writing to deliver the Equipment or any part thereof to the Purchaser at the
work locations of the Vendor and the Sub-Vendor(s) of any tier or any other place(s) and thereafter
keep and store them on behalf of the Purchaser pursuant to the specific storing requirements issued by
the Purchaser.
After delivery of the Equipment or any part thereof pursuant to the provisions of this Article 12(4),
the Purchaser may pay the Vendor the following:
(a) the amount of the part of the Contract Price for the delivered part of the Equipment less the
Page 5 / 15
amount previously paid by the Purchaser, and

(b) the actual cost for storage as aforesaid.
(5) In case the Purchaser requests the Vendor to delay the delivery, the Vendor shall store the Equipment
at its own risk and expense for the period up to one (1) month. At expiration of this period of one (1)
month, the Vendor shall store the Equipment by placing the same in a warehouse(s) acceptable to the
Purchaser at the Vendor’s risk but the expense for such storage shall be borne by the Purchaser.
13. Insurance
The Vendor shall, at its expense, procure and maintain in effect such insurance as specified in the Purchase
Order and necessary for the performance of the Work. Upon request of the Purchaser, the Vendor shall
submit to the Purchaser copies of insurance policies or certificates of insurance with the receipt of the
premium.
14. Shipping Arrangement
(1) The party, who is responsible for making the shipping arrangement under the terms of delivery set
forth in the Purchase Order and under applicable INCOTERMS, shall arrange the vessel(s) to take
delivery of the Equipment at the place(s) specified in the Purchase Order.
(2) Detailed procedure for the shipment, such as notices regarding the shipping schedule and the
situations of cargo readiness, submission of shipping information, etc., shall be given by the Purchaser
in the shipping instructions, and the Vendor shall comply with such instructions.
(3) The Vendor shall furnish the Purchaser with all shipping documents such as invoices, packing lists,
bill of lading, certificate of origin and other documents, in accordance with instruction to be given by
the Purchaser from time to time.
(4) In case that the transshipment is required for the delivery of the Equipment, the number of the
transshipment shall be practically and reasonably minimized and subject to prior approval in writing
of the Purchaser. Any change in the delivery scheme based on the approval of the Purchaser shall
not be subject to change in the Contract Price and/or the Delivery Date(s).
15. Packing and Marking
The method of packing and marking shall be in accordance with the provisions of the Purchase Order and
the instruction given by the Purchaser and when no specific provisions are set forth in the Purchase Order or
no instructions are given by the Purchaser, the Vendor shall take all reasonable steps to prevent damage to
and/or deterioration of the Equipment in transit to their destination as specified in the Purchase Order.
16. Erroneous and Excess Equipment and Work
In case the Equipment has been supplied and/or the Work has been performed in error or in excess of the
quantity specified in the Purchase Order or not in accordance with the provisions of the Purchase Order, the
Vendor shall be responsible for removing such Equipment and/or Work at its own expense within the time
period specified by the Purchaser, and the title to or risk of loss or damage to such Equipment shall in no
way pass to the Purchaser and no obligation or responsibility for such Equipment and/or Work shall be
assumed by the Purchaser, and all or part of the Contract Price which has been paid by the Purchaser for
such Equipment and/or Work shall be promptly paid back by the Vendor to the Purchaser. Should the
Vendor fail to remove such Equipment and/or Work within the specified time period, the Purchaser may
dispose of such Equipment and/or Work at its discretion without owing any obligation or liability to the
Vendor, and the Vendor shall reimburse all costs and expenses incurred and/or disbursed by the Purchaser
in such disposal. Notwithstanding the foregoing, the Purchaser may, at its discretion, elect to retain such
Equipment and/or Work by informing the Vendor in writing of such election, provided, however, that the
Purchaser shall not be obliged to pay for such Equipment and/or Work.
17. Title
(1) Unless otherwise provided for in the Purchase Order, title to the Equipment shall pass to the Purchaser
upon delivery of the Equipment in accordance with Article 12 hereof.
(2) Nothing in this Article 17 shall be construed as relieving any obligations, responsibilities and
liabilities of the Vendor under the Purchase Order.
Page 6 / 15
(3) The Vendor warrants that it can pass to the Purchaser good title to the Equipment free from all liens,
claims and encumbrances whatsoever. The Purchaser may require at any time the Vendor to submit
written evidence satisfactory to the Purchaser of the Purchaser’s title to the Equipment and absence of
any liens, claims and encumbrances, and may withhold payment for the Equipment pending receipt of
such evidence.
18. Delay in Delivery
In the event that the Vendor shall have failed to deliver the Equipment or any part thereof by the Delivery
Date(s) by any reason other than Force Majeure as stipulated in Article 33 hereof, the Purchaser shall,
without prejudice to any rights of the Purchaser granted hereunder and/or under applicable laws and
regulations, have the right to recover from the Vendor all loss and/or damages incurred by the Purchaser in
connection with or as a result of such delay and any fault of the Vendor, provided that if specific provisions
for such loss and/or damages are set forth in the Purchase Order, the recoverable amount of such loss and/or
damages shall be determined in accordance with such provisions.
19. Warranty and Guarantee
(1) The Vendor warrants the following:
(a) The Equipment to be delivered and the Work to be performed by the Vendor under the Purchase
Order shall conform to the specifications, drawings and other descriptions supplied or adopted
by the Purchaser under the Purchase Order and shall be fit and sufficient for any purpose of the
Equipment and/or the Work.
(b) The materials, workmanship and design of the Equipment shall be sound, new and free from
defect.
(2) Should any defect in the Equipment or the Work or any part thereof or any non-conformance with the
specifications, drawings and other description as aforesaid or other discrepancies or unfitness for the
purpose mentioned in the preceding Clause (1) is found from the date(s) of delivery of the Equipment
or any part thereof pursuant to the provisions of the Purchase Order until expiry of the warranty
period specified in the Purchase Order, (i) the Vendor shall repair or replace the Equipment or any
part thereof or re-perform any part of the Work, at its own account, and at the place and by the
time instructed by the Purchaser or (ii) the Purchaser may undertake or cause to be undertaken to
repair, replace or re-perform the same at the Vendor’s account.
(3) The warranty period specified in the Purchase Order for such part of the Equipment and/or the Work
as repaired, replaced or re-performed shall be newly counted from the date of acceptance by the
Purchaser of completion of such repair, replacement or re-performance, but, in any case, the aforesaid
new warranty period shall not expire before the end of the original warranty period specified in the
Purchase Order.
(4) The Vendor guarantees that the Equipment and/or any part thereof shall meet the requirements
specified in the Purchase Order. In order to check that the Equipment and/or any part thereof will
have met the requirements mentioned above, performance test(s) shall, if so specified in the Purchase
Order, be conducted subject to the conditions set forth in the Purchase Order.
20. Indemnity and Liability
(1) Notwithstanding the provisions of Article 17 hereof, the responsibility for care and custody of the
Equipment, including, but not limited to, the materials supplied by the Purchaser to the Vendor for
incorporation into the Equipment, shall be transferred from the Vendor to the Purchaser at the time of
delivery of the Equipment in accordance with the provisions of the Purchase Order.
(2) The Vendor shall indemnify, hold harmless and defend the Purchaser, the Customer and their
respective officers and employees, from and against any and all claims, losses, damages, costs and/or
expenses of any kind whatsoever, including reasonable attorney’s fees, arising from or in connection
with the Equipment and the Work. The Vendor’s liability under the Purchase Order shall include,
but not limited to, liability for death of or injury to any person, loss of or damage to any property,
whether arising from, based upon, or sounding in contract, tort, negligence, product liability or
otherwise, except for the Purchaser’s default or negligence.
Page 7 / 15
21. Compliance with Laws

(1) The Vendor shall comply with all laws applicable to the Equipment of the country where the
Equipment is to be manufactured, delivered, installed or used, including any rules or regulations of
any governmental authority, whether national or local.
(2) The Vendor hereby warrants that the performance of the Work under the Purchase Order shall, in no
way, conflict with any laws of any country where the Equipment is to be manufactured, delivered,
installed or used or any part of the Work is performed, including any rules or regulations of any
governmental authority, whether national or local.
22. Business Standards and Foreign Corrupt Practices Act
(1) The Vendor shall establish and maintain appropriate business standards, procedures and controls
including those necessary to avoid any real or apparent impropriety or adverse impact on the interests
of the Purchaser or its affiliates. The Purchaser shall have the right but not the obligation to
periodically review at reasonable frequency during performance of the Work, such business standards,
procedures and controls including without limitation, those relating to the activities of the Vendor’s
employees and agents in their relations with the Purchaser’s employees, agents and representatives,
vendors, subcontractors and other third parties, and those relating to the placement and administration
of purchase orders and subcontracts.
(2) For the purpose of this Article 22, “Official” means and includes:
(a) Any officer or employee of any government or any department, agency or instrumentality (i.e.,
any legal entity controlled by the government) thereof, or any person acting in an official
capacity on behalf of any such government, department, agency or instrumentality;
(b) Any political party;
(c) Any official of a political party;
(d) Any candidate for political office; or
(e) Any officer or employee of a public international organization (e.g., United Nations, IMF,
World Bank)
The Vendor represents that it has not offered, paid, promised to pay, authorized the payment of, or
transferred, money or anything of value to any Official to secure any improper advantage or benefit in
relation to the matters contemplated by this Purchase Order, either directly or indirectly through a
third party.
Without limiting the generality of Article 22 (2), and in recognition of the principles of the OECD
Convention on Combating Bribery of Foreign Public Officials in International Business Transactions
which entered into force on February 15, 1999, the United States Foreign Corrupt Practices Act, the
UK Bribery Act and any other related laws and regulations which are applicable to this Purchase
Order, the Vendor represents and agrees that it will not directly or indirectly, in connection with this
Purchase Order and the matters resulting therefrom, offer, pay, promise to pay, or authorize the
payment of, or transfer, money or anything of value to any Official, or to any other person while
knowing or being aware of a high probability that all or a portion of such money or thing of value will
be offered, promised to pay or transferred, directly or indirectly to an Official, for the purpose of
influencing the act, decision or omission of such Official to obtain or retain business related to this
Purchase Order, to direct business relation to this Purchase Order to any person, or to obtain any
improper advantage or benefit.
The Vendor covenants that should the Purchaser notify it of any concerns that there has been a breach
of the provisions of this Article 22 (2), it shall cooperate in good faith with the Purchaser in
determining whether such a breach has occurred. If the Purchaser determines in its sole discretion that
there has been such a breach or that the Vendor has taken any action that would create a material risk
Page 8 / 15
of liability for the Purchaser under any laws, it shall be entitled to forthwith terminate this Purchase
Order upon written notice to the Vender, to treat the breach as an event of default and to exercise any
rights it may have under this Purchase Order and/or any applicable law.
(3) The Vendor shall exercise all reasonable care and diligence to prevent any actions or conditions which
could result in a conflict with the Purchaser’s best interests. This obligation shall apply to the
activities of the employees and agents of the Vendor and the Sub-Vendor(s) of any tier in their
relations with the employees and their families of the Purchaser, its agents, the Sub-Vendor(s) of
any tier and third parties. The Vendor’s compliance with this requirement shall include, but shall not
be limited to, establishing precautions to prevent its employees or agents, or those of the Sub-
Vendor(s) of any tier from making, receiving, providing, or offering any substantial gifts, extravagant
entertainment, payments, loans, or other considerations.
(4) If, in the opinion of the Purchaser, the Vendor is in breach of its obligations under this Article 22, the
Purchaser shall have the right of access to the Vendor’s offices and other premises where the Work is
conducted in order to audit the Vendor’s documentation and data (including but not limited to written
and electronic record, books of account, correspondence, memoranda, receipts and documentation of
related system and controls) to the extent to verify the Vendor’s compliance with this Article 22.
The Vendor further agrees that, in connection with the Work performed under any subcontract or related
agreement and without limiting the requirements of this Article 22 with respect to subcontractors, it will
require its subcontractors to agree to and comply with contractual provisions substantially identical to those
contained in this Article 22.
The Vendor shall indemnify and hold the Purchaser harmless from all costs, damages and losses arising out
of the Vendor’s violation of this Article 22.
23. Export Restriction
(1) The Vendor shall deliver the Equipment strictly in accordance with the applicable laws and
regulations relating to the export restrictions of the items defined in the laws of the country in which
the Equipment is to be manufactured or exported, if any.
(2) The Vendor shall indemnify, hold harmless and defend the Purchaser and its officers and employees
against any and all claims, losses, damages, fees, penalties or fines of whatsoever nature that may
arise out of or in connection with the Vendor’s failure to fulfill its obligations under this Article 23.
(3) The Vendor shall submit to the Purchaser any document, drawing and data which are necessary for
the Purchaser to comply with the applicable laws and regulations relating to the export restrictions in
the country of the Purchaser with respect to the items which is included in the Equipment. The
Vendor shall assure the correctness of the contents of such document, drawing and data as submitted
by the Vendor.
24. Additional Covenants
When requested by the Purchaser, the Vendor shall provide the Purchaser with such financial information
and data in respect of the corporate organization of the Vendor and/or its ability to perform its obligations or
meet its liabilities under the Purchase Order as is available at such time, duly audited or certified by
independent third party.
25. Intellectual Property Right
(1) The Vendor hereby warrants and guarantees that the design, manufacture and delivery of the
Equipment under the Purchase Order shall in no way infringe any patent, design, trademark or other
intellectual property right of any third party.
(2) The Vendor hereby warrants and guarantees that the sale, lease, import, installation and use of the
Equipment in the country where the Equipment are sold, leased, imported, installed or used shall not
infringe on any patent, design, trademark or other intellectual property right of any third party.
Page 9 / 15
(3) Should any third party raise claim or bring suit against the Purchaser and/or the Customer including
the Customer’s assignees or threaten to do so on the ground that the design, manufacture, delivery,
sale, lease, import, installation or use of the Equipment infringes on any patent, design, trademark or
other intellectual property right of such third party, the Vendor shall indemnify and hold harmless the
Purchaser, the Customer and their respective officers and employees against all claims and from all
costs, expenses and losses caused thereby. Should such design, manufacture, delivery, sale, lease,
import, installation or use of the Equipment be prevented or enjoined because of infringement of any
patent, design, trademark or other intellectual property right of any third party, the Vendor shall
promptly at its own expense either procure for the Purchaser and the Customer the right to design,
manufacture, delivery, sell, lease, import, install and/or use the Equipment or replace the same at its
own expense with equally efficient non-infringing equipment satisfactory under all requirements of
the Purchase Order so that such design, manufacture, delivery, sale, lease, import, installation or use
of the Equipment shall not be unduly delayed or interrupted. If and when there will be any delay
and/or interruption with respect to the design, manufacture, delivery, sale, lease, import, installation or
use of the Equipment, the Vendor shall indemnify the Purchaser, the Customer and their respective
officers and employees for any and all losses or damages arising from and/or in connection with such
delay and/or interruption.
(4) Without prejudice to the provisions of Article 32 hereof, when applying for patent or similar
intellectual property right on any invention, device, etc. made in connection with the implementation
of the Purchase Order, the Vendor shall consult the Purchaser in advance regarding the application
thereof.
26. Modification of Work
(1) The Purchaser may, by written notice, request the Vendor to carry out modifications or variations to
the Equipment and/or the Work. Subject to Clauses (2) through (5) of this Article 26, the Vendor
shall comply with the Purchaser’s requirements and the conditions of the Purchase Order shall apply
in full to any such modification or variation.
(2) Upon receipt of the Purchaser’s written notice specifying the modifications or variations, the Vendor
shall, within ten (10) working days or such other period as specified in the Purchase Order, propose
the Purchaser in writing;
(a) any increase or decrease, if any, in the Contract Price that will result from the carrying out of
the modifications or variations specified in the Purchaser’s notice, and/or
(b) any extension or shortening of the Delivery Date(s), if any, that is required by the Vendor.
(3) If the Vendor informs the Purchaser of any change in the Contract Price and/or change of the Delivery
Date(s) pursuant to the provisions of the preceding Clause (2), the Purchaser and the Vendor shall
mutually agree in writing upon an equitable adjustment in the Contract Price and/or change of the
Delivery Date(s), provided that the adjustment in the Contract Price shall be made between the
Purchaser and the Vendor based on such prices and/or rates as specified in the Price Schedule, as far
as the breakdown items of the Equipment and/or the Work specified in the Price Schedule are the
same or similar to the said modifications or variations in their character. Upon the mutual agreement
mentioned above, the Vendor shall immediately commence performance of the modifications or
variations, provided, however, that the Purchaser shall have the right at its option to instruct the
Vendor in writing to commence performance of the modifications or variations upon receipt by the
Vendor of the written notice of the modifications or variations as set forth in the preceding Clause (1)
or at any time instructed by the Purchaser prior to the above mutual agreement, and in such case, the
Vendor shall immediately comply with such instruction.
(4) Even while the Purchaser and the Vendor are in the process of making related adjustments as
specified in the preceding Clause (3), the Vendor shall in no way suspend the performance of such
part of the Work as is not affected by the modifications or variations. Provided, however, that the
Purchaser shall have the right to instruct the Vendor to suspend the performance of whole or any part
of the Work, if the Purchaser deems appropriate, and the Vendor shall comply with such Purchaser’s
Page 10 / 15
instruction.
(5) If the Vendor fails to submit to the Purchaser the proposal of any change in the Contract Price and/or
the Delivery Date(s) in accordance with the preceding Clause (2), the Purchaser shall be entitled to
instruct the Vendor and the Vendor shall be obliged, upon receipt of such instruction, to proceed with
the modifications or variations requested by the Purchaser under the preceding Clause (1) without any
increase in the Contract Price or extension of the Delivery Date(s). Provided, however, that if the
volume of the Work, in the Purchaser’s view, is decreased as a result of the said modifications or
variations, the Purchaser may, at its reasonable discretion, decrease the Contract Price and/or shorten
the delivery period(s) accordingly.
(6) The Purchaser is entitled to withdraw the request of the modifications or variations at its discretion at
any time prior to the commencement of performance of the modification or variations in accordance
with the preceding Clauses (3) and (5) without assuming any obligation to the Vendor.
(7) Without the Purchaser’s prior written consent, the Vendor shall make no modification or variation to
the Equipment or the Work.
(8) If the words “or equal” are used in the Purchase Order, the Vendor shall obtain the Purchaser’s prior
written approval to its proposed equals.
27. Suspension
(1) The Purchaser may, by written notice, instruct the Vendor to suspend at any time the execution of all
or any part of the Work.
(2) Upon receipt of such notice, the Vendor shall, unless the notice otherwise requires;
(a) immediately discontinue all or any part of the Work specified in the notice on the date specified
in the notice,
(b) place no further orders or subcontracts for equipment, materials, services, facilities or any part
of the Work with respect to the suspended part of the Work,
(c) promptly make every reasonable effort to have the Sub-Vendor(s) of any tier suspend, upon
terms satisfactory to the Purchaser, the work under relevant orders and subcontracts to the
extent they relate to the execution of the suspended part of the Work,
(d) continue to protect and maintain the Equipment on its hand (including the hand of the Sub-
Vendor(s) of any tier) whether completed or not; and
(e) use its best effort to minimize the cost associated with the suspension.
(3) Notwithstanding the provisions of the preceding provisions of this Article 27, the Purchaser shall
reimburse the Vendor for the following costs, subject to the presentation by the Vendor of the
concrete evidence and the approval of the Purchaser;
(a) the cost incurred to safeguard the suspended part of the Work and the Equipment during the
period of suspension, and
(b) the other costs directly and unavoidably resulting from the suspension.
Except for the costs set forth in the preceding Sub-clauses (a) and (b), the Purchaser shall not be liable
to the Vendor for any cost, damages, loss of foreign exchange or loss of anticipated profit resulting
from the suspension under this Article 27.
(4) Provided that the Vendor shall not claim any of such extra cost as specified in the preceding Clause
(3) in the following cases:
(a) the case of suspension under Clause (4) of Article 26, and
(b) the case in which the Purchaser does not receive the Vendor’s intention in writing to claim to
the Purchaser within ten (10) working days of the Purchaser’s issuing of the instruction of
suspension and the Vendor fails to give an appropriate written voucher evidencing such extra
costs within a reasonable time.
(5) The Vendor shall resume the Work immediately after the date of written notice from the Purchaser to
resume the suspended part of the Work. Within ten (10) working days after receipt of such notice,
the Vendor shall submit for the Purchaser’s review and approval the revised Work schedule. The
Vendor shall be entitled to an extension of the Delivery Date(s) by the period equal to the time of
Page 11 / 15
suspension instructed by the Purchaser, unless otherwise mutually agreed upon by the Purchaser and
the Vendor.
28. Cancellation for Convenience
(1) The Purchaser shall have the right to cancel for its convenience further performance of all or any
separable part of the Purchase Order at any time by written notice to the Vendor. On the date of
such cancellation stated in such notice, the Vendor shall;
(a) discontinue all or any part of the Work to the extent that they are related to the canceled part of
the Purchase Order,
(b) forthwith cancel any relevant orders or subcontracts with the Sub-Vendor(s) to the extent that
they are related to the canceled part of the Purchase Order, and
(c) preserve and protect, such part of the Work in progress and completed part of the Work, in the
work locations both of the Vendor and the Sub-Vendor(s) of any tier as are related to the
canceled part of the Purchase Order, pending the Purchaser’s written instructions.
(2) Cancellation payment, if any, shall be mutually agreed upon by the Purchaser and the Vendor, based
on such costs and expenses for such part of the Work satisfactorily performed by the date of
cancellation as substantiated by documentation satisfactory to and verified by the Purchaser, provided
that the amount of such cancellation payment shall in no event exceed the Contract Price and in any
event the Purchaser shall not be liable for any loss of foreign exchange or loss of any anticipated
profits. Upon payment of the amounts agreed as above, unless otherwise agreed, the Work in
progress and the completed Work, in the work locations both of the Vendor and the Sub-Vendor(s) of
any tier, to which said amounts relate, shall immediately become the property of the Purchaser, and
the Purchaser may require the Vendor to deliver to the Purchaser and/or dispose of the same at the
account of the Purchaser in accordance with the Purchaser’s instructions.
(3) In connection with the cancellation specified in this Article 28, the Purchaser shall not be required to
make any payment other than the cancellation payment specified in the preceding Clause (2), whether
in the name of compensation or loss or damage or in whatever name it may be called.
(4) If there are any overpayments to the Vendor by the Purchaser, such excess amount paid should be
refunded by the Vendor to the Purchaser with the interest allowed under the applicable law.
29. Default
(1) If the Vendor should be in breach of or default in its obligations under the Purchase Order except in
those cases of Force Majeure as specified in Article 33 hereof, the Purchaser may instruct the Vendor
in writing to remedy the breach or default, and if the breach or default is not remedied within seven
(7) calendar days after the notice, the Purchaser, without prejudice to any rights of the Purchaser
granted under applicable laws and regulations, shall have the right to cancel the Purchase Order.
(2) Notwithstanding the preceding Clause (1), if the Vendor should abandon the Work, become bankrupt,
become insolvent, have a receiving order made against it, present its petition in bankruptcy or
corporate reorganization, or go into liquidation, or if any similar event should occur, the Purchaser is
entitled to cancel the Purchase Order at any time.
(3) In case of the cancellation of the Purchase Order specified in the preceding Clauses (1) and (2);
(a) the Purchaser shall be entitled to instruct the Vendor to take back such part of the Equipment as
had been delivered to the Purchaser under the Purchase Order, and, in such case, the Vendor
shall promptly take back the same at the Vendor’s expense and responsibility,
(b) the Vendor shall deliver to the Purchaser such parts of the Equipment as are designated by the
Purchaser irrespective of whether they are in process or completed,
(c) the Purchaser shall pay to the Vendor the amount corresponding to such part of the Equipment,
if any, as shall be retained by the Purchaser among those already delivered to the Purchaser or
delivered by the Vendor to the Purchaser in accordance with the preceding Sub-clause (b),
which amount shall be determined by both parties on the basis of the value of the same by using
such prices and/or rates as specified in the Price Schedule, as far as the breakdown items of the
Equipment specified in the Price Schedule are applicable,
Page 12 / 15
(d) the Purchaser may instruct the Vendor to assign to the Purchaser or such other entity or entities
as the Purchaser may designate, the subcontract(s) entered into between the Vendor and the
Sub-Vendor(s) pursuant to the Purchase Order, together with the benefit of such Sub-Vendor’s
warranties, and if so instructed, the Vendor shall comply with such instruction.
(e) the Purchaser shall have the right to claim compensation for loss or damage arising from the
breach or default of the Vendor, and
(f) if there are any overpayments to the Vendor by the Purchaser after adjustment and payment
pursuant to the preceding Sub-Clause (c), such excess amount paid should be refunded by the
Vendor to the Purchaser with the interest allowed under the applicable law within such period
as specified in the written notice of cancellation issued by the Purchaser.
30. Non-Waiver
(1) Failure of the Purchaser to insist upon strict performance of any of the terms and conditions of the
Purchase Order, or failure or delay of the Purchaser to exercise any rights or remedies provided in the
Purchase Order or recognized by applicable law or to properly notify the Vendor in the event of
breach, or to take delivery of or to make payment for the Equipment or any part thereof, or to give
approval of design or any other omission or delay of act by the Purchaser shall not release the Vendor
of any of the responsibilities, liabilities or obligations under the Purchase Order and shall not be
deemed a waiver of any right of the Purchaser to insist upon strict performance of the Purchase Order
or any of its rights or remedies as to the Work or any part thereof regardless of when shipped,
received or accepted, or as to any prior or subsequent default under the Purchase Order. Any waiver
of the Purchaser’s rights or remedies under the Purchase Order must be in writing, dated and signed
by an authorized representative of the Purchaser, and must specify the rights or remedies and the
extent to which it is being waived. Any purposed oral modifications or rescission of any of the terms
of the Purchase Order by the Purchaser shall in no way operate as (i) a waiver of the same terms with
respect to any subsequent breach or default, or (ii) a continuing waiver of the same or other terms of
the Purchase Order.
(2) All remedies, either under the Purchase Order or by applicable law or otherwise, afforded to the
Purchaser shall be cumulative and not alternate.
31. Assignment and Sub-Letting
(1) The Vendor shall not assign or transfer any rights, obligations, responsibilities and liabilities or any
part thereof under the Purchase Order to any third party.
(2) The Vendor shall neither sub-contract nor delegate any major part of the Work or such other part of
the Work as designated by the Purchaser to any third party without prior written consent of the
Purchaser. The Vendor shall assume full responsibility and liability to the Purchaser for any
performance or non-performance of any Sub-Vendor(s) of any tier and the Vendor shall in no way be
relieved of any of its obligations, responsibilities and liabilities by such subcontracting.
(3) If instructed by the Purchaser, the Vendor shall furnish the Purchaser with un-priced copies of its
subcontract in such number as required by the Purchaser.
32. Confidential Information
(1) The Confidential Information shall remain the property of the Purchaser and all of the Confidential
Information supplied by the Purchaser shall be returned to the Purchaser (together with all copy
thereof), if any, on completion of the Vendor’s use to perform the Work.
The Vendor shall not reproduce any and all of the Confidential Information without prior written
consent of the Purchaser.
(2) The Vendor shall keep confidential and shall not disclose, in whole or in part, to any third party
including governmental authority the Confidential Information without prior written consent of the
Purchaser before, or even after the expiration or termination of the Purchase Order and the Vendor
shall not use the Confidential Information for the purposes other than those contemplated in the
Purchase Order.
(3) Notwithstanding the provisions of the preceding Clauses (1) and (2), the Vendor shall be permitted to
Page 13 / 15
provide the Sub-Vendor(s) of any tier with the Confidential Information to the minimum extent
possible for carrying out the Work. In this case, the Vendor shall promptly notify the Purchaser of
the name and address of the Sub-Vendor(s) of any tier and such other relevant information as required
by the Purchaser, provided, however, that the Vendor shall obtain from the Sub-Vendor(s) of any tier
the similar undertaking in substance as provided in the preceding Clauses (1) and (2), and shall
assume responsibility for the actions of the Sub-Vendor(s) of any tier. If requested by the Purchaser,
the Vendor shall submit a copy of the aforesaid secrecy undertaking of the Sub-Vendor(s) of any tier.
(4) The provisions of the preceding Clauses (1), (2) and (3) shall not apply to any information that:
(a) is in the public domain at the time of development by the Vendor or disclosure by the Purchaser to
the Vendor;
(b) becomes a part of the public domain by publication or otherwise through no fault of the Vendor
after development by the Vendor or disclosure by the Purchaser to the Vendor; or
(c) the Vendor can demonstrate was in the Vendor’s possession at the time of disclosure by the
Purchaser to the Vendor and was not acquired, directly or indirectly, from the Purchaser.
No part of the Confidential Information shall be deemed to be within the exceptions set forth above
merely because such part is embraced by more general information that is generally known to the
public or that is known by the Vendor independently of the Purchase Order. In addition, no
combination of features shall be deemed to be within such exceptions merely because individual
features of any such combination are within such exceptions.
33. Force Majeure

(1) Force Majeure referred to herein shall mean unavoidable causes beyond the control of the party hereto
and without fault or negligence of the party affected, including, but not limited to, acts of God, war
(declared or undeclared), terror, acts of any governmental authorities, riot, rebellion, civil commotion,
fire, strikes, labor disputes, sabotage, epidemics, explosion or embargo. Notwithstanding the above
provision, Force Majeure shall not include shortage of labor, non-observance of the Sub-Vendor(s) of
any tier in carrying out their obligations and strikes, labor disputes, sabotage which occur only in the
work of the Vendor or the Sub-Vendor(s) of any tier, and further that shall not include difficulties in
manufacture, difficulties in transportation by vessels of equipment and/or materials and difficulties in
obtaining supplies.
(2) Should the total or partial performance by the Vendor under the Purchase Order be prevented by the
cause of Force Majeure and such cause be not removed by all possible measures with reasonable
speed, the Vendor shall take all reasonable steps to avoid such delay as is caused by Force Majeure
and shall promptly advise the Purchaser in writing of the beginning and the expected end thereof and
probable effect on the Work accompanied by convincing evidence such as official certificate from
competent authorities substantiating the occurrence and nature of the alleged contingencies.
In case the Purchaser approves Force Majeure circumstances, the Purchaser shall authorize the delay
and/or failure in performance to the extent such delay and/or failure is caused by Force Majeure.
(3) Any delay and/or failure in performance by either party hereto shall neither constitute default
hereunder nor give rise to any claim for any cost, damages, loss of foreign exchange or loss of
anticipated profits to the extent such delay and/or failure is caused by Force Majeure.
(4) In case of the delay and/or failure in performance of the obligations by either party under the Purchase
Order exceeding forty-five (45) calendar days or such other longer period that the Purchaser deems
appropriate due to Force Majeure, the Purchaser shall be entitled to terminate the Purchase Order by
written notice to the Vendor, without any obligation to make any payment to the Vendor. Provided,
however, that the Purchaser may instruct the Vendor to deliver the Purchaser such part of the
Equipment and the drawings and documents as are designated by the Purchaser irrespective of
whether they are in process or completed or partially damaged, and if so instructed, the Vendor shall
comply with such instruction, and in such case, the Purchaser shall pay the Vendor the amount
corresponding to such part of the Equipment and the drawings and documents as shall have been
Page 14 / 15
delivered to the Purchaser as aforesaid, by using such prices and/or rates as specified in the Price
Schedule, as far as the breakdown items specified in the Price Schedule are applicable.
Further, the Purchaser may instruct the Vendor to assign to the Purchaser or such other entity or
entities as the Purchaser may designate, the subcontract(s) entered into between the Vendor and the
Sub-Vendor(s) pursuant to the Purchase Order, together with the benefit of such Sub-Vendor’s
warranties, and if so instructed, the Vendor shall comply with such instruction.
34. Governing Law and Arbitration
(1) This Purchase Order shall be interpreted and enforced in accordance with the domestic laws of Japan,
excluding the United Nations Convention on Contracts for the International Sale of Goods
(“Convention”). The rights and obligations of the parties hereto under the Purchase Order shall not
be governed by the provisions of the Convention.
(2) All disputes, controversies or differences which may arise between the Purchaser and the Vendor, out
of or in relation to or in connection with the Purchase Order shall be finally settled by arbitration in
Tokyo, Japan in accordance with the Rules of Arbitration of the International Chamber of Commerce,
without recourse to judicial procedure except for the enforcement of arbitral award granted hereunder.
The arbitration shall be made by three (3) arbitrators. The award rendered by the arbitrator(s) shall
be final and binding upon both parties.
(3) Should any trouble or dispute occur between the Purchaser and the Customer which in the Purchaser’s
opinion relates to the implementation of the Work and should such trouble or dispute be brought into
arbitration in a country other than Japan according to the provisions of the Main Contract, the Vendor
shall, if so requested by the Purchaser, take part in such arbitration or assist the Purchaser in such
arbitration according to the instruction by the Purchaser. Further, the Vendor shall be bound by the
award of such arbitration.
35. Surviving Obligations
The Vendor’s obligations under Articles 8, 9, 13, 16, 19, 20, 21, 22, 23, 25, 30, 31, 32 and 34 shall
survive any termination of the Purchase Order and/or delivery of the Equipment or any part thereof
and/or completion of the Work or any part thereof.
Page 15 / 15
Appendix-D
MATERIAL REQUISITIONS
(doc# : AA170905000000)
9
FORM:
Matenal Re uisition
Contract NO. AA170905000000
Client
Project NO. EX16SO0011 000 0000
Project
C葺I project
Nヨme
吐em Boiler
Inspection 口 NotR e quired 図Required

Requirement (1nspection N0併ication is not required) (1nspection Noti打Cation is required)
1
. Use
2
WO図図図図図
. S Ofvvork
Item Q‘ty S Remark
Mechanical components 1 10t Referto nextPヨgeonward
Er
mnbedded Mat引iヨ1S 1 10t Anchorbolts & nuts
切で
E&1 Components 1 10t Elect『ic Motor, 1nstrument etc.

00(
Piping 1 10t Inside ofyourscope

Cable 1 10t
吐emstobesupplied bypurchaser
口 Iicable 1 図 Not Iicable
吐em W
SOVV 能em W
SOVV
Mech日nicaW
l vvork 図 Mechanical Design 図
Piping construction Det日il plan

勗あΦ0
Pipingwork 図図
図
W
Insulatlon vvork 図 E&1 Constructjon Detail P1日n
Φ
0Σ Φの Φ一
図
図
Fire・proofvvork Insta11ation 1 1nsulation procedure

図
E&1 Vvork
図
図
一の
仁0=
Dispatch Mechanicalsv Dimension,visua1 1nspection

ど0
図
ロ
0ΦQ切Ξ
－
Dispatch piping sv PerformanceTest

0円止
図
ロ
Dispatch E&1 SV Commissioning (vvith Load)

図
FAT (Factor
ⅣyAcceptanceteSり
、
、仁0=
図
図
励にΞ0
SAT(siteAcceP怡nceTest) Documentfor P引mit clear日nce

図
図
0Φ0のΞΦ
Commissioning (NO L0ヨd) Inspection forP引mit

一のm
図
図
－EEO0
Commissioning (vvith Loaの U

)
Commissioning TO0IS
図
図
一
W
一
vvith Load)
Commissioning sv( Φ Sparepartslconsumable
の
図
図
Operation sv O speciヨ1 TO0IS 併 necessaⅣ)

口
仁
Φ
0
01E0
Storage in Fact0Ⅳ
臣酢区
E
一
図
Φ
』
Packing & Transp0忙ation Documentati on 図
・図 Applicable(scope ofwork)
・口 NotAppliCヨble(out ofscope)
3. scope ofvvorkand requiredquantity
ASP引DATA SHEET (at怡Chment・1)
4. specification
Vendorsha11 desjgn in ヨCcordancewiththeattached DATASHEET(a廿日Chment・1).
Vendersh訓 PropoS巳4Caseasbelowofthefuelcondition and boilertype.vend引Shヨ11 designthB
boiler th日t can fired sh訓 bumed bagasse with residue and concentrated liquid. also coal with
residue and concentrated liquid, vender sha11 Propose needed qU日ntityofbagasseandcoal.
About ヨ11 0fthe residueand concentrated li uldshould be usedforfuel,
Stokert e Fluidized Bed t e
C日Sel CaS巳 1－1 C日Sel・2
Case2 Case2－1 CヨSe2・2
※if vender Cヨnnot fired a11 「esidue arld concentrヨted liquid, vender shヨ11 Use 伽e dⅣer for the
residueヨnd concentrated liquid.
5. Deliver
Ⅳyconditlons
5. 1 DeliveⅣ ryDate
1)DeliveⅣ 2018 0ctob引
(vend引Sh訓Propose minir罰Um deliveⅣtim田
2) sitecommissioning 2019 April
5. 2 DeliveⅣ
ryTerm
1) completion of insta1恰tjon and commissioning.
6, FinalAcceptancelGuarantee
6.1 FinalAcceptance
FinalAcceptance lnspection shヨ11 be done when theinsta11ation andcommissioning is completed.
antee
lce Guar
62 Perfo『mar
Vendor sha11 fulfi11 a11 therequirements asspeci打ed in DATA SHEET.
63Vvarrantee pe”od
GUヨrantee P引iod shヨ11 beend aftertwelve (12) month from the date ofthecompletion ofthe
PurchヨS引‘scommissioningora什引eighteen (18) months from the dヨte ofthe actual deliveⅣ ryofthe
Iast shipment,、Nhichevercomesearlier.
フ.speciヨ1Notes
フ.1 Notes on price0什er
(1)vendor‘S0什er sh訓be C1ヨSsified into eveⅣ託em as perthe Cヨ1Cification codesbelow,
1) MechヨniCヨ1 吐ems (per type of equipment; e.g. Tanks, Heat Exchangers, Rot日ting
MヨChine etc.)
2) E&1 items
3) SPヨre Pヨ「此ts&consumab1巳 (To be C1日Ssi打edforcommissioning (1 year),operation (9 years)
Separately)
4)packing &Tra船P0此ation
2
5) others (other expense etc.)
(2) vendorsha1Πncludethef0110wingdocumentsintothe 0什引.

1) EqUゆment speci”cation (orvendormayⅧ10utthe attヨChed spECSHEET)
2) Equipment Dr日Wing (To inC山deweightjnformationfor each pa巾
3) E&1 item 11St
4) spare par けts & consumヨble List (To beclassified for commissionirlg (1 yeao. OP引ation (9
ye引S) seP引ately)
5) Loading Data
6) utility consumption
フ) Maintenance schedule
(3) vendor sha11 ”11 0ut the at怡Ched spEC SHEET (right column). vendor may add itemS 日S
required.
(4) vendorsha11 SubmitDEVIATION UST ifthere isanydeviati0胎from purchaser‘s requirer m
”ents.
NODEVIATION UST is deemed to bevendor‘s acceptancet0 ヨ11 the purchヨS引‘srequirements.
72 Notes on Delivery
(1) Equipment sha11 be deljvered in an assembled shape 日S long as there is no transpodation
restriction.
(2) vendor sh訓 Submlt Delivery Notification for purchasers approval before sending out the
items、
(3) Each item shヨ11 be ident愉ed cle引ly with tags (item NO.),、Nhich shヨ11 becorresponding to the
Iist in the DeliveryNot愉Cation.
( vendorshヨ11take necessarycares to preventfromcorrosion during storageP引iod.
4)
(5) Hydraulic oil, 1Ubricant used for FAT (Final Acceptance TeSり Shヨ” be rer mnoved with an
appropriate rust prevention forthat P日r
けt.
(6) Electrical & instrument itemssha11 be proP引ly protected from rain water during trヨnsp0けatlon.
フ.30ther Notes
(1) unless oth白剛ise specihed in this REQUISION, vendor shan fU11y comply with GENERAL
TERMSAND CONDITIONS FOR PURCHASE.
(2) vendor sha11 not disclose ヨny confident治l information Ⅷthout prior written consent of the
Purchaser in accordanceⅧth GENERAL TERMS AND CONDITIONS FOR PURCHASE・ The clause
32.
8. purchaser‘s contact
Seiichiroh Morisaki
Bioma5S Buslness Dept.
Environmental solution Division
NゆPon steel &sumikin Engineering c0リ Ltd.
E・Mail: morisaki.seiichiroh.sk2 en .nssmc.com
Ryoh Fukuda
Biomass Business Dept.
Environmental solution Divlslon
Nipp0η Steel &sumikin Engineering c0リ Ltd.
E・Mail: fukuda. Oh.b8k en nssmc.com
3
9. Aせachment
Attachment m
Docur
nent
A廿achment－1 SPEC S EET
A廿achment－2 BOILER CONDITION

・
Aせachment・3 FUEL CO N DITION
・・・・
A廿achment4 DOCUMENT LIST
・・・
A廿achment・5 SCOPE OF VVORK
・・
A廿achment・6 PROJECTSPECIFIC DESIGN CONDITION
A廿achment・フ DEVIATION UST
4
『Aせachment・1』 SPEC SHEET ( 1 1 4 )
Project: CEl project
m:
Ite Boiler tbelow.
Vendort0而11 0u
NO、 Disc ri tion ,pr
uch
aS引‘
SReu
ire
men
t Vendor‘sspeci打Cation
A什erpo Months
DeliveⅣ
USD
Amou nt
1
SCOPB ofwork
1－1 Mec h an iCヨΠte ms
ロロロロロロロロロロロロロ
(1) Boiler 1 10t
(2) Gascle3n upequlpment 1 10t
(3) Ash Hndlin g equipment 1 10t
④ Pipin gin cludingvaNe 1 10t
(5) Duc t, Darmnperヨn d HOPP引 1 10t
(6) Expan jon joint 1 10t
(フ) In
sU1日tlonan d C恰dding 1 10t
(8) Chimneystack 1 10t
(9) Dear日ter 1 10t
(1の Chemicaldosingsystem 1 10t
(11) Pumpan d Fan 1 10t
(12) Boilerstruotur ean dstage 1 10t
(13) Fueltaran sferequiprm
”ent 1 10t
1－2 Elec trical & 1n str

umen utem ロロロロ
① Motor 1 10t
② Gauge 1 10t
③ Elec trical equ ipmen t 1 10t
P
(4) cL a nd DC S 1 10t
Pc an d softwar efor
⑤ 1 10t 口
engineerin g ofsequ ence
ロロロ
⑥ Contr o l pane l 1 10t

⑦ MCC 1 10t
(8) Cab11ng 1 10t
1・3 Em rnbedded Materials

(1) Anchorbolt, templateetc
, 1 10t 口
1－4 Design
ロロロ
① Mec ha al Design
nic 1 10t
② Piplng design 1 10t
③ E&1 Design 1 10t
1.5 Manufac
ture 1 10t 口
1,6 Sparepads, con

sumヨble 1 10t 口
ialTO0IS (ifrequ
1－フ Spec ir巳の 1 10t 口
1・8 Inspe
ction(withwitn
ess) 1 10t 口
a
1・9 Packing &Trnsp0け日tlon 1 10t 口
1－10 Doc
ument
AsperDocumentList(A杜ヨCh川ent－2) 1 10t 口
OEI SPEC Boiler.×1SX

_ .
SPEC SHEET ( 21 4)
Project: CEl project
Ie
t m: Boie
l r
NO. Discri tion ,purch
aS引‘
S R e
e uir ment Vendors specification
1.11 St
i evvork
ロロロロロ
Mechヨnicalwork
Pipingwork
Struotura】 work
Electrical work
Commisioning
1－12SV
・commissioning sv 口
2 Outofscope
Civilwork 口
CEI_SPEC_Boi1巳r.×1SX
SPEC SHEET ( 31 4)
Project : CEl project
Item; Boiler
NO. Disc” tion ,p urcha ser ‘SR eu ir
eme nt Vendor‘sspeci打Cation
3 SpeC所Cation (common)
3－1 General 口
.Thisitemistobeusedfort「3nsferlngwatera5aP9けofヨnethヨnol P1呂nt.
3,2 Circumstances
ロロロロ
(1 Location South E且StAsiヨ, outdoor, onafound丑tio”
(2 OP引ヨtion Time 24hourlday、30odaylyear
(3 AmnientTemperatl 20,40゜C
(4 Noise Level Vendortopresent noicelevels (dB) 1m
ヨround the items.
3－3 ElectriC31 & 1nstrument
(1 Unless other wisestated speC而Ca11y, m rnotors, solenoidvalvesand 口
gaugessha11bepar dtofvendor‘sscopeofwork
(2 Ip code: 1P540r greater 口
(3 Power supply
ロロロ
For Motor (S怡ndard) AC480VX3ΦX60HZ
For Motor (110kvvabc AC330OVX3ΦX60HZ
For contr01 {S怡ndard} AC220VX1ΦX60HZ
34 Painting
口口
・paintingspec Vendor‘SS怡ndard
・C0 0r
1 Tobe 且dviced later
a
3 5 Spare p ds &con
・ su m able
Vendorto 0什引With the fo!10wing20ptionsofspare Pヨ此S 口
SPヨre padsrequiredforsh0此 run: ).Y旦旦Lspare pardts
、pad rtstobe replaoedwithin ayea『(11ghterpa托S)
SP日re pardts requi『edfor long run: Nリ]旦廻)_y 旦 Spare pads
、par dtstobe replacedfor long period (heavierpads)
3－6 Factory lnspection
口口
(1 Type FAT(FactoryAcceP日nce TeSり

(2 Inspection ltems Visual, Dimension, paint, per formance,
げ
Quantity
(3 Remark ①Vendorsha11Submit lTpfor 口
Purchase. approval beforethe
②Vendor sha11 Conductintemal 口
inspection and submtthetest record to
PurchaserbeforeFAT with purchaser.
3 Site lnspectlon
、6
口口
(1 Type SAT (siteAccepanceTes) t

(2 Inspectlon ltems Visual, Dlmension, paint, peげormance,
Quant卿
(3 Remark ①Vendor sha!1 SubmiuTp for 口
PurchヨSerSヨPproval before the
②Vendorsha11 Submtthe test record to 口
Purchaser beforesAT with purch日Ser.
3・フ Special Design Req山rement
口口
a Maintenヨnceability sha11 becarefU11y 怡ken int0ヨCcount.

(2 Flange rating sha11beANSⅡ50#. other wise vendorsha11
Supplythe tie・in ”ange (”ange forthe otherenの.
口口
(3 Electrlcal padssha11 bemanufaturersstandard

(4 Ifvendor is notabletofU1市11the requiTementsandlor hasan
altemative proposal,vendorsha11 SubmitDEVIATION UST
(attachment－3),wherevendor shヨ11CleヨrlyspeciN the
di行erenceshom the purchasers requirement.
OEI SPEC Boiler.×15X

SPEC SHEET ( 4 1 4 )
Pro‘ect: CEl ro‘ect

Item: Boiler
Discription Purchasefs requiremBnt Vendor‘s speci打Cation
4 Design Data
口口
4－1 Name Boiler
① 吐em NO. B0501
1
(2) Quan世y 〔e日〕口
(3) Type 口
Stoker type or司Uidized bed

④ Operation Time 24hours (continious) 口
ロロロロロロ
(5) Boi1日「 speci”Cヨtion To re什er the A廿acher
mnent－2
Ste日m qUヨnt御【kglhl
Steam pre齢Ure [Mpal
.
ExhヨUstgas temperatU鴨 rc】

.
,
Boilerd価Clency ド村
.
.
Tumdown ratio [%1

.
(6) Gas cleaη UP

口口
Wpe
. 尋
(フ) Fuel condltion To re仟erthe A廿achement・3
⑧ Electric motor
ロロロロ
a Type
b Ip code
C d
Voltage M, Moto『 poles[・]

Capaciw 【kⅧ
⑨ Vveight 【kg】
. .
口
(1の Spare parts & cosumable

. .
口
1. ※Vendortodeddelselect 口
(11) Remark
CEI_SPEO_Boiler.×1SX
Atヒaohmeηt－ 2 Apri1 27,2017
NIPPON STEEL古SUMIK州 ENGINEERINB CO.,LTD.
゛ . ,
長ΞΞ邑Ξ
EleC杜101セy
Turbi”6 MヨXimⅡm
ーー盲 1ーーー
400゜0、 5Mpa ProcosS 5t0争m U価liza 価0”
1.3MP日 Steam
MI×0‘ FU巳1
0.6MP古S
t 白ヨm
Bヨ蛯eギν Limlt
\
ECO”or酌Izer
W.t.r
1
BFP
i
FDF
Air H白8t.r
ConbU6”on Air
ExhヨⅡ$t宮ヨS
treatme”t
<FU81> <EqⅡIpm白nt尋> IDF

M;xed ”」.1 Fe.d酢
R0仟er to th8 FU.1 0ond赴i0Π (1”心IudlnEthθ mlxiΠ宮fヨ0ilitio$) <oon5智Ⅱotio” 昏i加>
CombⅡ3tion ohヨmbo『 Philippin.E, NeΞr0与 151ヨnd
S始rtup Bur舶r(DiBsel)
Wヨキ.ギ、PH 隔 .F
Boiler feed PⅡmp
D6a6rator
Exh日υ5t 即$ tre丑tm白nt 8y6tem
OE ・
St
F F
SO0士blow.rε(汁11.e由d) 6皇h厶地N重匡
Mix.d R.sldUき 1,2 0onsonh.士od Liquid
<R6口Ⅱ10d S加ヨm>
Ired
゛ .
m1Πlmum
始I st m
CC
1 2
51 t0Π
31 如n/h
ヨt 5Mpa, 400゜C
Attヨ0hment－ 3 Conf idential
Individual oom onent ofth6 Fuel for Boiler NIPPONSTEEL&SUMIKIN ENGINEERINGCO.,LTD.
Casel
Onoentrated
BaΞasse Coal Residue l Residue 2 Mixed fuel
Iiquid
Water wet wt% 50 18 80 70 50
CH N O
Wt% 48.1 38.65 53.3 53.3 45.9 ※

Wt% 57 259 5.1 5.1 5.1
0 0.84 1.9 1.9 3.3
Wt% 41.1 13.54 30.1 30.1 35.0
T－CI 0.02 0.02 0.02 0.15
T－S 0.01 0.67 0.42 0.42 220
Ca 0.05 0.1 0.1 0.19
Si 0.398 1.フ 1.フ 0β0
A1 0.0288 02 02 0.10
M 0.034 0.03 0.03 0.10
0 0
0 0
0 0
Pb 0.000151
Zn 0.00116
Nヨ 0.00118 028 028 2.08
K 0.117 0.13 0.13 0.35
Ash 2 26 5.4 5.4 10.0
HHv kJ/ 18550 18415 22250 22250 19042
HHV Kcal/ 4431 4399 5315 5315 4549 ※
LHv kJ 7373 14168 2210 4571 7688
LHV Kcav 1761 3385 528 1092 1837
Feed rate 521 6.08 833

Bulk Dens‘ 0.12 0.2 02 0
※Vendersha11 decide the needed quantity oaluculation and舌red condition.
Vender sha11 design the boiler 0ヨn use coal and ba宮asse alternatively.
Cncen廿ated
Ba宮asse Coal Residue l ResidU巳 2 Mixed fuel
11 id
V
Wvater wet wt% 50 18 80 70 50
CH N O
48.1 38.65 533 53.3 47.3

5.フ 2.59 5.1 5.1 5.1 . .
Wt% 0 0.84 1.9 1.9 3.1
41.1 1354 30.1 30.1 34.1
T－01 0.02 0.02 0.02 0.13
T－S 0.01 067 0.42 0.42 1.88
Ca 0.05 0.1 0.1 0.18
Si 0.40 1.フ 17 0.97
A1 0.03 0.2 02 0.12
M 0.03 0.03 0.03 0.09
0 0
0 0
Pb 0.000151 0
Zn 0.00116 0
Na 0.00118 028 0.28 1.76
K 0.117 0.13 0.13 031
Ash 2 26 5.4 5.4 9.15
HHv kJ 18550 18415 22250 22250 19623
HHV Kcal 4431 4399 5315 5315 4688
LHv kd/ e 7375 14168 2210 4571 7979
LHV Koal/ e 1762 3385 528 1092 1906
Feed rate t/h 1.58 13.46 1.79
Bulk Dens‘ 0.12 02 02 0
※Vender sha!! decide the needed quantity caluculation andf ired condition.
Vender sha11 design the boiler Cヨn use coal and ba宮asse alternatlvely.
『Attachment4』
Document Llst
P ect phase
Document Q‘ty
Quotヨtion Execution Final DOC.
22 22 2 22 222
P IDrヨWi s
Fow heet
l s
3 Eva ‘On unit n
Materiヨ1 & He日t Bヨ1ヨnce

P&1D
6 Plot n 0
E u ent list 0※ 0
8 Pi in BOQ
Pi in Gen引日I Aπan ement Dra Ⅷ
Pi in s drawi 0
Motor solenoid valve Ga list 0※
2Foundation DrヨWing 2(each)
22
0 0 0
Util‘ comsum Ust
arepar ts Ls
i t
. .
0
I Mヨnufacturi schedule
2
6P ecto nization
2 22
0
Sub・vendor ust
8Drawin
Noise vibration Data
.
Calculation l 1S
2 ElectriCヨ1 DrヨWi s 0
22 Manuf日Cturin procedure 2
ITP I On &丁est procedure
Ins n Record 2
2 Photos Com leted
. .
0 0
26 Sto eprocedure Uired
Insta11ation procedure (construction Drawin ヨCh
2e
28 1nsU1日tion in procedure
29 Shi j Noti行Cation packi” L Da 0
Comm玲Sionin procedure
0
3 Commissionln宮Record 2
※
Lubricant ust 3
33 Final Document 2 (each) 0
※2
ration ManUヨ1 2e
a ch
3 Check ust
ITool ust 2 0
Remark
※I Drawingform can bevendorsstandヨrd.
※2 CAD data is requiredfordra、Nings
‘
※3 Electironic Datais required
‘
『Attachment－5』
‘
NSENGI
S litofwork
SⅢ Ork Vendor NSEBI0
0000
Processdes n
Design Pi in l ou t
Euim enu o ut
Boiler
GヨSclean u ul ment
Dearatoretc.
00000
FabliCヨtion
Duct
Pi i n
Ho randstru cture
E ui ment Pum
Electrica1 1nstrum ent
Electrical Local panel
0
tion Uence
Coolin water owerand u m
U仙W D airforinstru ment com 「
Civilwork 0 0
Pre・comissionin
Comissionin
00000
Sitework Commissio nin sv

ins tヨ1恰Ⅷ on
Pヨintin
Insu lation ヨnd claddin
Local e
Vv ire cable
0000
Fo undati on fi廿in
Others
Trans 0此ヨtion to site
S ds co nsumヨble
Doourmnentas rDoccum enuist
A壮achr
mnent 6
Pro‘ects ecific Desi n cond吐ion
Project Name: 9旦1_E【9 !
1. Environmental conditions
1 Site Location The phili ines Ne ros lsland

2) General condition Outdoor,
3) AmbientTemperature Maximum: 50 degc (、1)
Minimum: 10 de .C
4 R ela ive umd
t H i 辻 D esi n .
80 96
5 Vvet Bulb Tem erature Maximum: 28.4 de 、C
6 AⅢtude Less than 5m 日bove sea・1evel
7) Vvind load ( 1)vvind pressure fordesign
Vvind zone ZONE2
BヨSicwind speed; 20okmlh
Vvind 10ad Sha11 be Calculated base 0n
Philippines 、Ne日therconditions
(2)shape fヨCtor
Shape factor sha11 Conform to Geogr.aphical
da怡 and rules & re U1日tlon ofthe philj Ines.
8) Seismic Design Seismi c design sha11 be in accordance with
National structural code ofthe phⅢ ines,zone4
*1 This temperatureisconsidered the increヨSetemperaturecaused bythe reflected heat
from an asphalt etc. The normal ambient temperature of the philippines is lo － 40
deg.C
In ヨddition, consider the increase temperature of outdoorequipments caused by the
direct daylight.
2. utilities
1) InstrumentAir Pressure Normal: 06 MpaG

Minimum: 0.5 MpaG
Tem erature 40 de c
Dew point LOW引 than lo ゜C ヨt 06MpaG
2) U側tyAir Pressure Normal: 06 MpaG
Minimum: 0.5 MP日G
Temperature OrdinaⅣ temperature
3) Cooling vvater Temperature Supply: 32 deg.C
Return: 37 deg.C
Pressure Normal: 0.5 MPヨG
4) Industrialvvater Vvater qua枇y (To be advised lateo
5 Softvvater for Boiler Vvater Uヨ1it To be 日dvised later
6) Electrical supply (660OAC) 330OV, 60HZAC, 3 Phase
(480AC) 480OV, 60HZAC, 3 Phase
Prq‘ect speC所C Design condiガ0n /page l of l

『Aせヨ0hment・フ』
DEVIATION UST
Plant system
吐em NO.
Item vendor
NO. Original Requirement Daviation Reason Acceptance
OEI SPEC_Boi1θr.×15X
“
Appendix-E
EXCEPTIONS / DEVIATIONS (Commercial)
Note :
Technical deviations shall also be submitted in
compliance with the Appendix-D.
10
EXCEPTION / DEVIATION LIST (Commercial)
Project :
Item :
Vendor shall put “X” mark either of below box and submit with his proposal.
Our proposal has NO deviation from all of the requirements.

Our proposal has deviation(s) as detailed below.
No. Doc Name/Article Original Requirement Exception/Deviation Reasons/Justifications
Vendor Name :
Person in charge : Mr. / Ms.
Date :
Deviation List / Page 1 of 1

Appendix-F
SPARE PARTS LIST
F-1. Start-up, Pre-commissioning, Commissioning Spare Parts

F-2. Recommended Spare Parts for operation
11
PRECOMMISIONING,COMMISIONIMG AND SPARE PARTS INFORMATION REQUEST
Appendix - F1
Tag NO : Doc.No :
Equipment Name : Rev :
Manufacturer : Date :
Equipment S/N :
Equipment Model/ARR :
Equipment Type :
Comm Comm Lead time

Part Description Quantity / Comm Comm Spare
Item no Manufacturer of part Ops Spare Mfg.P/N Spare Spare Unit for Delivery Material Rating
(As complete as possible) Unit Spare Qty Order Qty
Mgf.P/N Price (day)
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
TWO (2) YEARS OPERATION SPARE PARTS INFORMATION REQUEST
Appendix - F2
Tag NO : Doc.No :
Equipment Name : Rev :
Manufacturer : Date :
Equipment S/N :
Equipment Model/ARR :
Equipment Type :
Lead time
Part Description Quantity / Spare Spare Spare Unit
Item no Manufacturer of part Ops Spare Mfg.P/N Spare Qty for Delivery Material Rating
(As complete as possible) Unit Mgf.P/N Order Qty Price
(day)
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
Appendix-G
SPECIAL TOOL LIST
12
Appendix-G
INQUIRY NO.
DOCUMENT NO.
SPECIAL TOOL LIST VENDOR NAME
REVISION DATE
PAGE NO.
EQUIPMENT/MATERIAL NAME & NO.
DESCRIPTION QUANTITY
APPLICATION /
SERIAL NO. DIMENSIONS & REFERENCE PER
SPECIAL TOOL NAME MATERIAL TOTAL REMARKS
WEIGHT DWG./SKETCH NO. EACH UNIT
Appendix-H
DELIVERY SCHEDULE
13
Appendix-I
DELIVERY SCHEDULE
PROJECT : Inquiry No. :

EQUIPMENT : Rev. :
Date :
No. OF WEEKS
No. ACTIVITY
1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30
Note : In case of longer delivery than 30 weeks, schedule sheet shall be extended up to coverage of delivery period.
Scheduled by:
Date : / Name :
Appendix-J
FORM OF PERFORMANCE BANK GUARANTEE
14
Form of Performance Bank Guarantee
BY THIS GUARANTEE dated day of , 2017,

We, the undersigned, , a company duly organized and
existing under the laws of xxxxxx with its registered office at , (hereinafter
referred to as the “Guarantor”) is irrevocably and unconditionally, and jointly and severally with
(name of Vendor)., a limited company duly organized and existing under the laws of xxxx with
its registered office at xxxxxxxxxxxx (hereinafter referred to as the “Vendor”), bound to
(xxxxxxx) company duly organized and existing under the laws of Japan with its registered
office at xxxxxxxxxxxxxxxx (hereinafter referred to as the “Purchaser”) in the amount of
xxxxxxxxxxxx (USD xxxxxxxxxx), being xx percent (xx%) of the amount of the Contract Price
(hereinafter referred to as the “Guaranteed Amount”) provided in the Purchase Order (as
hereinafter defined) for payment of which Guarantor binds himself in accordance with the
provisions of this Guarantee.
WHEREAS
By the Purchase Order referenced no. xxxxxxxx, dated the day of ,

2015 (hereinafter referred to as the “Purchase Order”) made and executed between the
Purchaser of the one part and the Vendor of the other part, the Vendor has agreed to execute
the Works upon the terms contained in the Purchase Order.
Pursuant to the terms of the Purchase Order, the Vendor agreed to provide the Purchaser with
a Guarantee in the terms hereof.
NOW THE TERMS of this Guarantee are:
1. Where applicable, words and expressions used in this Guarantee shall have the meanings
respectively assigned to them in the Purchase Order.
2. lf, in the Purchaser’s opinion, the Vendor shall be in default in respect of any of his
obligations under the Purchase Order, the Guarantor shall, upon demand made by the
Purchaser in writing and without conditions or proof of the said default or amount
demanded, immediately pay the amount identified in the said demand to the Purchaser up
to the amount of the Guaranteed Amount.
3. The liability of the Guarantor under this Guarantee shall remain in full force and effect and
shall not be affected or discharged in any way by, and the Guarantor hereby waives notice
of;
(a) any variation to the Works or the Purchase Order (including without limitation,
suspension of the whole or any part of the Works, extension of any key date and
adjustment to the amount payable to the Vendor under the Purchase Order),
(b) the termination of the whole or any part of the Purchase Order,
(c) any forbearance, waiver of any right of action or remedy which the Purchaser may
-1-
have against the Vendor, or negligence by the Purchaser in enforcing any such right
of action or remedy,
(d) any other bond, security or guarantee held or obtained by the Purchaser for any of
the obligations of the Vendor under the Purchase Order or any release or waiver
thereof,
(e) any act or omission of the Vendor pursuant to any other arrangement with the
Guarantor,
(f) the issue of any certificate to be issued under the Purchase Order,
(g) any breach of the Purchase Order by or other default of the Purchaser, or
(h) any provision of the Purchase Order being or becoming illegal, invalid, void, violable
or unenforceable.
4. The liability of the Guarantor under this Guarantee shall cease if Guarantor pays the
Guaranteed Amount in full to the Purchaser or the date after one (1) month from the date
of expiry of the Warranty Period under the Purchase Order, whichever occurs earlier.
5. The Guarantor acknowledges that the Purchaser shall be entitled to assign the benefit of
this Guarantee or any part thereof, any interest therein or thereunder and any right
thereunder, at any time without consent of the Guarantor or the Vendor.
6. This Guarantee shall be governed by and construed in accordance with the laws of Japan.
IN WITNESS WHEREOF, this Guarantee has been executed as a deed as of the date and year
first above written.
(Name of the Guarantor)
-2-
Appendix-K
ACKNOWLEDGEMENT CARD
EQPT/MATERIAL NAME: ______________________________________________
RFQ No. : xxxxxxxxxxxxxxxxxxxxx __________________________
Received on (DATE) :_________ _____________________________________
This card must be returned promptly via scan email, airmail or by fax within 2
days you received documents.
( ) Our proposal will be submitted by :
Date Submission : _______________________________________________

Proposal/Quotation
Company Name :_______________________________________________
Telephone No. :_______________________________________________
Telefax No. :_______________________________________________
E-mail Address :_______________________________________________
Person in Charge :_______________________________________________
(Title) :_______________________________________________
( ) We will not quote for your RFQ.
(If Proposal/Quotation can NOT be submitted)
Reason : _______________________________________________
_______________________________________________
(Name/Title/Sign) :_______________________________________________
NOTES : VENDOR to confirm that all integrated documents in this

RFQ, are well received without missing pages.
15

RFQ Package Boiler

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Procurement Headquarters

46-59 NAKABARU, TOBATA-KU, KITAKYUSHU-SHI, FUKUOKA 804-8505 JAPAN

REQUEST FOR QUOTATION

1. GOODS (Scope of Supply)

4. PRICE TERMS ( INCOTERMS 2010 )

( ) FOB ( ) FAS _ _____________

( ) EX-WORK ( ) FCA __ ____________

(X) DDP ( ) DAT Manila for Philippine vendor

( ) In addition to the ex-factory unpacked price of main equipment/materials including accessories,

(x ) Capital/Operational Spare Parts (two years)

( ) As per the requirements defined in the Appendix-D.

(X) Quote possible shortest delivery time.

7. QUALITY MANAGEMENT SYSTEM

8. SHIPPING AND PACKING INSTRUCTION

10. WARRANTY PERIOD

11. SPARE PARTS

12. SPECIAL TOOLS AND CONSUMABLES

13. SUPERVISORY AND SUPPORT SERVICES

14. DEVIATION / EXCEPTIONS

15. INSPECTION AND TEST PLAN REQUIREMENT

(X) As per the requirements defined in the Appendix-D.

16. SCHEDULE CONTROL

1) The BIDDER shall refer to APPENDIX-H titled “DELIVERY SCHEDULE”.

17. LIQUIDATED DAMAGES

18. SECRECY DECLARATION / AGREEMENT

NIPPON STEEL AND SUMIKIN ENGINEERING CO., LTD (NSENGI)

Attention : Ryo FUKUDA, Mr. (for Technical matters)

20. NOTES (IMPORTANT)

1) This is not an order.

- End of RFQ body-

SPECIAL CONDITIONS OF PURCHASE

--- three (3) original and six (6) copies.

(2) Ten percent (10%) of Contract Price :

6.2 Payment Term for the Supervisory Services:

6.4 Payment of Vendor’s Invoice

9. Warranty and Guarantee

End of the document

TERMS AND CONDITIONS FOR SUPERVISORY SERVICE

Terms and Conditions for Supervisory Services

Project: CE1 Project

(1) Scope of Supervisory Services

(2) Requirement for the Supervisors

(3) Working conditions

2) Working hours 8 hours per day excluding mealtime

3) Overtime and holiday work: to be done, if the Purchaser request depending on

4) Holidays Local national holidays

(2) Overtime Work xx per working hour

(1) Labor Loss

(2) Living Expense

2) All others related to LE meal, telephone calls, fax transmissions,

(3) Round Trip Fee

GENERAL TERMS AND CONDITIONS OF PURCHASE

GENERAL TERMS AND CONDITIONS OF PURCHASE

authorized representatives of the Purchaser and the Vendor in writing.

amount previously paid by the Purchaser, and

21. Compliance with Laws

33. Force Majeure

Inspection 口 NotR e quired 図Required

E&1 Components 1 10t Elect『ic Motor, 1nstrument etc.

Piping 1 10t Inside ofyourscope

Piping construction Det日il plan

Fire・proofvvork Insta11ation 1 1nsulation procedure

Dispatch Mechanicalsv Dimension,visua1 1nspection

( ) EX-WORK ( ) FCA __________

Received on (DATE) :_ _____________________________