PREAMBLE
In connection with the modernization of the existing
ammonia synthesis converter … of its ammonia plant at
Opole, Poland by the installation of new converter
internals in the existing ammonia converter pressure
vessel, SELLER by this Contract shall sell and make
delivery of and BUYER shall buy and take delivery of the
equipment and services as specified herein for the
modification of the ammonia synthesis converter of
BUYER’s ammonia plant within the scope and in
accordance with the terms and condition hereof.
SECTION 1
SUBJECT MATTER OF THE CONTRACT
1.
The BUYER orders and the SELLER undertakes to
supply regarding the revamping of the BUYER’s
CONVERTER one (1) new BASKET with the scope
of to replace the existing one that is at the end of life.
2.
The detailed description of the subject matter hereof
has been included in the Appendix A hereto.
The performance hereof shall result in the BASKET
and TECHNICAL DOCUMENTATION which shall be
delivered to the BUYER DAP Opole, Poland.
The TECHNICAL DOCUMENTATION shall be
prepared in English language version.
The SELLER represents that it has the appropriate
knowledge and skills necessary for the performance
of the subject matter hereof, and assumes the
obligation to perform the subject matter hereof with
due diligence and care and in compliance with the
provisions of law in force and the principles of
technical knowledge.
The SELLER shall provide well-qualified personnel,
properly educated and experienced in performing
actions constituting the subject matter hereof.
3.
4.
5.
6.
7.
The Parties hereby agree that the following specific
phrases used in the contents hereof shall have
meaning as determined below:
1) BUYER’s CONVERTER shall mean the
ammonia synthesis converter D-601 of
BUYER’s ammonia plant in Opole, Poland
before or after installation of the SELLER’s
BASKET under this Contract, as the case may
be;
2) BASKET shall mean complete revamping of
converter internals with two beds with axialradial flow design and new top exchanger
developed by SELLER for installation in
BUYER’s CONVERTER;
3) TECHNICAL DOCUMENTATION shall mean
SELLER’s data, specifications, drawings, flow
sheets, instructions and all the information
regarding to the engineering design package of
this Contract;
4) SITE SERVICES shall means technical
assistance at SITE during BASKET installation,
catalyst loading, catalyst reduction, start up and
final Test-Run;
5)
GOODS shall mean the BASKET, the
TECHNICAL DOCUMENTATION and SITE
SERVICES supplied by SELLER;
6)
EFFECTIVE DATE of CONTRACT [EDC] shall
mean the date of when this Contract will enter
in force through signature of both Parties.
SECTION 2
OBLIGATIONS OF THE PARTIES
1.
The SELLER shall:
1) while visiting the area of BUYER – comply with
the internal regulations binding in BUYER, in
particular those concerning occupational health
and safety, fire safety, gaseous ammonia hazard
and the pass system – according to the
instructions given by the BUYER;
2)
complete the subject matter hereof with due
diligence and in compliance with the provisions
of law in force;
3)
4)
2.
cooperate with the BUYER on an ongoing basis;
hand over the BASKET and TECHNICAL
INFORMATION referred to in Section 1
Paragraph 3 hereof to the BUYER, within the
time limits as agreed hereinafter;
5) comply with the rights resulting from licenses,
patents and other third-party intellectual property
rights.
The BUYER shall:
1) provide the SELLER with any and all accurate
and up-to-date information necessary for the
correct performance of the subject matter hereof
– without delay after the appropriate request is
made by the SELLER;
2)
cooperate with the SELLER on an ongoing
basis;
3) perform any and all actions in the scope of the
acceptance of the subject matter hereof, as
stipulated in the appropriate regulations and this
Contract;
4) pay the agreed remuneration.
3. If the BUYER – due to its own sole fault does not
provide to the SELLER - or provides with a delay the information referred to in Paragraph 2 item 1,
the SELLER shall be entitled to suspend the works
performed hereunder until the information referred
to in Paragraph 2 item 1 is provided. In such event
the time limit for the contract performance shall be
extended with the time of the delay.
4.
UMOWA Nr / CONTRACT No. XXXXXXXXXXXXXXXX
If the BUYER - due to its own sole fault is in a delay
with payment of amount due to the SELLER, the
SELLER shall be entitled to claim the interest for the
default amounting to 10% per annum.
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