Contract No. …./ESO/12/48937/ADEL for the Supply of LPG to the
Transkript
Contract No. …./ESO/12/48937/ADEL for the Supply of LPG to the
Annex 2, Rev. 2 Contract No. …./ESO/12/48937/ADEL for the Supply of LPG to the ALMA Observatory in San Pedro de Atacama for the period 01 January 2013 to 30 June 2014, with 3 options for 6 months of additional supply (i.e. until 31 December 2015) BETWEEN the European Organisation for Astronomical Research in the Southern Hemisphere, RUT 82.677.300-6, hereinafter referred to as ESO, having its local Headquarters at Alonso de Córdova 3107, Vitacura, Santiago, Chile, and its corporate Headquarters at KarlSchwarzschild-Strasse 2, D-85748 Garching bei München, Germany, duly represented by its Director General, Prof. Dr. Tim de Zeeuw, on the one hand, AND Company TBD, hereinafter referred to as the Contractor, RUT …………., having its registered office at Address TBD, duly represented by …………., RUT …………., on the other hand. Contract …./ESO/12/48937/ADEL Supply of LPG to the ALMA Observatory Jan. 2013-June 2014 + 3 semestrial options Page 2/9 ESO and the Contractor (hereinafter individually referred to as a “party” and collectively as the “parties”) agree as follows: Article 1. 1.1. SUBJECT OF THE CONTRACT The Contractor shall Supply LPG (Commercial Butane and/or Propane) to the ALMA Observatory in San Pedro de Atacama for the period 01 January to 30 June 2014, with 3 options for 6 months additional supply (i.e. until 31 December 2015), in accordance with the present Contract conditions. 1.2. Paragraph 4.2 of the “General Conditions of ESO Contracts, Santiago, October 2011” (Annex 1, hereinafter referred to as the General Conditions of ESO Contracts) is replaced by the following: “In contractual matters, the following order of priority shall apply to the Contract documents: 1.2.1. the provisions of the present Articles, in complement to the General Conditions of ESO Contracts; 1.2.2. the Statement of Work (SOW) Doc. No. OPER-20.05.00.00-0031-A-SOW dated 03 July 2012 (Annex 2), and the Applicable Documents specified therein, known and accepted by both parties. Section 3.1 of the SOW is supplemented by the following: the Works consist also in the supply of Butane (commercial or catalytic commercial) Butane during an interim period. A document higher on the priority list shall always take precedence over a document lower on the list.” 1.3. ESO does not commit to any volume or value of orders placed under the Contract. 1.4. The Contractor is able to supply commercial propane, commercial butane and catalytic commercial butane (according to NCh 72 Of. 1999). ESO intends to procure Propane under the Contract. However due to technical capabilities of the turbines requiring the LPG, ESO shall procure Butane during an interim period. The Contractor guarantees that: a) the latest date until which it can deliver Commercial Butane is .................. b) the latest date until which it can deliver Catalytic Butane is .................. ESO and the Contractor will coordinate the date of change from Butane to Propane so as to ensure the continuous operation of ESO turbines. Contract …./ESO/12/48937/ADEL Supply of LPG to the ALMA Observatory Jan. 2013-June 2014 + 3 semestrial options Page 3/9 1.5. The present Contract constitutes the entire agreement between the parties in relation to the subject matter of the Contract and replaces and supersedes all other communications or understandings of any kind, either written or oral, between the parties in this respect. 1.6. The Contractor confirms, by signing the Contract, that he agrees to all Contract documents and that he accepts all the Contract conditions. Article 2. 2.1. CONTRACTOR’S RESPONSIBILITIES Observance of laws and regulations - Relations with the Chilean Authorities Paragraphs 3 and 32.3 of the General Conditions of ESO Contracts are complemented as follows: 2.1.1. The Contractor declares to be totally familiar with all the Chilean laws and regulations that are applicable for the performance of the Contract. 2.1.2. The Contractor is responsible for complying with all the applicable laws and regulations and in particular with all labour, social and tax legislations, and for fulfilling all administrative formalities laid down by the relevant official authorities and statutory bodies of Chile. This also applies to its subcontractors, if any. The Contractor shall hold ESO harmless of any claim resulting from the infringement thereof by himself of by any of its sub-Contractors. In this case the Contractor shall promptly provide ESO with all relevant correspondence he has entered into with the Chilean Authorities. Article 3. CONTRACT DURATION – TIME LIMITS 3.1. The Contract is concluded for a period of 18 months starting on 01 January 2013 and ending on 30 June 2014. 3.2. This duration may be extended every semester up to 18 months (i.e. until 31 December 2015) by means of notification letter(s) sent by ESO. 3.3. ESO shall notify every semester and at the latest 6 months before the Contract ending date its intention to extend the Contract for 6 months more, without exceeding the maximum extension period indentified in Article 3.2 above. 3.4. The Contractor may not claim any compensation whatsoever, should ESO decide not to extend the Contract. 3.5. The Contractor shall deliver the LPG according to the agreed delivery schedule and/or within 48 hours from the time of any specific request received by the Contractor from the ESO representative person in charge at the ALMA Contract …./ESO/12/48937/ADEL Supply of LPG to the ALMA Observatory Jan. 2013-June 2014 + 3 semestrial options Page 4/9 Observatory (see Article 9.1.a). Article 4. 4.1. CONTRACT PRICES The following Contract prices in Chilean Pesos per Litre shall apply: (A) Refinery Price (RP) Description [CLP/litre] (B) Applicable Taxes, if any [CLP/litre] (C) (D) Total price Discount on the Refinery Price General Expenses Price (GE) (A+B-C+D) [CLP/litre] [CLP/litre] [CLP/litre] LPG (Commercial Propane) LPG (Commercial Butane) LPG (Catalytic Butane) 4.1.1. The variable Refinery Price RP (in CLP/litre) is established and published weekly by the Empresa National del Petróleo (ENAP) for Refineria Aconcagua. 4.2. Type of the Contract prices: 4.2.1. Refinery Price RP The Refinery Price RP shall be revised every week in accordance with the value published by the Empresa Nacional del Petroleo (ENAP). 4.2.2. General Expenses Price GE The General Expenses Price GE shall be firm and fixed for the period 01 January to 31 March 2013 and shall thereafter be revised every quarter according to the Formula specified in Article 5.5 below. 4.2.3. Except for the price revisions mentioned respectively in Articles 4.2.1 and 4.2.2, the Contract prices RP and GE shall not be subject to any adjustment by reason of the actual costs incurred by the Contractor in the performance of Contract …./ESO/12/48937/ADEL Supply of LPG to the ALMA Observatory Jan. 2013-June 2014 + 3 semestrial options Page 5/9 the Contract. 4.2.4. The Contract prices mentioned above are free of taxes, in particular of the Value Added Tax (Impuesto al Valor Agregado, IVA). 4.2.5. The total quantity of LPG that may be ordered under the Contract shall not exceed 45,900 L (forty-five thousand nine hundred Litres). The Contractor may not claim any compensation whatsoever, should ESO order less than this quantity. Article 5. CONTRACTUAL DELIVERY DATES – CONDITIONS OF PAYMENT 5.1. One invoice shall be submitted by the Contractor for each delivery. 5.2. The invoices shall include the following information: a) Date of delivery; b) Quantity delivered (in liters); c) Density of the delivered LPG; d) Refinery Price RP applicable to the delivery for which the invoice is raised, including evidence of the corresponding ENAP publication; e) Discount on the Refinery Price granted by the Contractor; f) General Expenses Price GE; g) Total Price excluding I.V.A; h) I.V.A; 5.3. i) Other applicable taxes, if any; j) the “Price revision calculation” Form (see Article 5.5 and attached Form 1). The Contractor shall send its invoices bearing the Contract reference: • either electronically to: invoice-control@eso.org, or alternatively, • per postal mail (originals must include the “3ª copia tributaria”) to: Attn.: Invoice Controller European Southern Observatory (ESO) RUT: 82.677.300-6 Giro: Científico (Cód. Actvd. Econ. SII: 930990) Alonso de Córdova Nº 3107, Vitacura, Santiago de Chile 5.4. Provided that the documents are found to be correct, the amount invoiced shall be paid to the Contractor within 30 days after the receipt of the invoice by Contract …./ESO/12/48937/ADEL Supply of LPG to the ALMA Observatory Jan. 2013-June 2014 + 3 semestrial options Page 6/9 ESO. 5.5. Price revision of the General Expenses Starting from 01 April 2013, the General Expenses Price shall be adjusted quarterly by application of the following Price Revision Formula: GEQN = GE0 x [ 50% x IPCQN-1 / IPC0 + 20% x USDQN-1 / USD0 + 30% x DQN-1 / D0 ] where: • GEQN = General Expenses Price applicable for the quarter N; • GE0 = General Expenses Price as defined in Article 4.1.2; • IPCQN-1: average IPC index published by the Instituto Nacional de Estadísticas (INE, see http://www.ine.cl/canales/chile_estadistico/estadisticas_precios/ipc/nuev o_ipc/nuevo_ipc.php ) for the quarter preceding quarter N (JanuaryMarch 2013 for the period April-June 2013, etc...); • IPC0: same average index for the quarter October-December 2012; • USDQN-1: average exchange rate of the US Dollar (“Dólar observado”) in Chilean Pesos for the quarter preceding quarter N, as published by the Banco Central de Chile (http://si3.bcentral.cl/Indicadoressiete/secure/Indicadoresdiarios.aspx); • USD0: same average exchange rate for the quarter October-December 20122012; • DQN-1: average price of the cubic meter of Diesel for the quarter preceding quarter N, as published by ENAP (http://www.enap.cl/comercial_relations/tabla_precios_paridad.php); • D0: same average price for the quarter October-December 2012. The price revision will be calculated using the attached Form 1 (“Price adjustment calculation”). Article 6. PROVISIONAL ACCEPTANCE For the application of Paragraph 15 of the General Conditions of ESO Contracts, the supplies shall be deemed accepted upon payment of the corresponding invoice. Article 7. GUARANTEE Contract …./ESO/12/48937/ADEL Supply of LPG to the ALMA Observatory Jan. 2013-June 2014 + 3 semestrial options Page 7/9 Paragraph 16 of the General Conditions of ESO Contracts is replaced by the following: “The Contractor guarantees that the LPG delivered under the Contract shall permanently satisfy ESO requirements. Any departure from ESO requirements must be authorized by ESO beforehand and ESO retains the right to refuse such departure.” Article 8. CANCELLATION Paragraph 30.1 of the General Conditions of ESO Contracts is supplemented by the following: 8.1. In case of non fulfilment by the Contractor of its obligations under the Contract, ESO will send a complain notification letter imposing an action plan to promptly rectify the failure and/or prevent any future failure. 8.2. If the action plan is not successfully implemented and/or if a new failure by the Contractor occurs, ESO will send a new notification letter. 8.3. Thereafter, in case of any additional failure, ESO reserves the right to cancel the Contract. 8.4. In such a case, ESO shall have the right to order the LPG from any other company. For the application of Paragraph 30.2 of the General Conditions of ESO Contracts, the difference to be paid by the Contractor on request from ESO shall be limited to 20% of the Contract Price. Article 9. CONTRACT MANAGEMENT – REPRESENTATION - ADDRESS FOR CORRESPONDENCE 9.1. The ESO representatives in charge of the follow-up of the Contract are: a) For technical and managerial matters: ESO - ALMA …………………… …………………… Tel: ……………… - E-mail: TBD@eso.org b) For contractual matters: ESO Alonso de Córdova 3107, Vitacura, Santiago Contracts and Procurement – Alain Delorme Contract …./ESO/12/48937/ADEL Supply of LPG to the ALMA Observatory Jan. 2013-June 2014 + 3 semestrial options Page 8/9 Tel: + 56 2 463 3023 E-mail: adelorme@eso.org, copy to cober@eso.org 9.2. In accordance with Paragraph 7.3 of the General Conditions of ESO Contracts, the Contractor’s accredited representatives in charge of the followup of the performance of the Contract and contact for all communication and correspondence are: a) For technical and managerial matters: TBD address TBD Tel: ……………… - Fax: ……………… - E-mail: ………………… b) For contractual matters: TBD address TBD Tel: ……………… - Fax: ……………… - E-mail: ………………… 9.3. A change of the Contractor’s accredited representatives may occur in accordance with the conditions of Paragraph 6 of the General Conditions of ESO Contracts. A change of any of the above ESO representatives may also occur during the Contract validity period. In such a case ESO shall inform the Contractor accordingly. The Contract will not need to be amended. Article 10. LANGUAGE Any communication and correspondence between ESO and the Contractor shall be in English, unless otherwise agreed in writing by the parties. Article 11. GENERAL CONDITIONS OF ESO CONTRACTS Except if and in so far as they have been modified under the above Articles, the General Conditions of ESO Contracts shall apply to this Frame Contract. Article 12. 12.1. DISPUTES – STATUS – APPLICABLE LAW In case of dispute arising from this Contract, the parties agree and engage to enter into negotiations with the aim to reach an amicable settlement. Failing such an amicable settlement, the parties shall resort to arbitration under the conditions described in Paragraph 33 of the General Conditions of ESO Contract …./ESO/12/48937/ADEL Supply of LPG to the ALMA Observatory Jan. 2013-June 2014 + 3 semestrial options Page 9/9 Contracts. 12.2. The arbitration proceedings shall be conducted in the English language unless otherwise decided by the arbitrators. 12.3. The status of ESO and the law applicable to ESO contracts are described in Paragraphs 34 and 35 of the General Conditions of ESO Contracts. LIST OF ATTACHMENTS • Annex 1: General Conditions of ESO Contracts; • Annex 2: Statement of Work doc. ref. No. OPER-20.05.00.00-0031-A-SOW, dated 03 July 2012; • Form 1: Price revision calculation. Done in two originals. Done at ………………, ……………………. for the Contractor TBD ........................................................................... (Signature and stamp) Done at Garching, ………………………………. European Organisation Hemisphere for Astronomical Research in the Southern ........................................................………………………………………………………………. Prof. Dr. Tim de Zeeuw Director General