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SALES CONTRACT NO: _________________
SALE AND PURCHASE AGREEMENT
FOR SUPPLY, _______________________________________________
This Sale and Purchase Agreement for Supply, ....................................................................... in
........................., (hereinafter referred to as the “Agreement”) is made and entered is made on
......................... by and between:
1. __________________., a limited liability company duly established and existing under the
laws of Malaysia, having its registered office at .................................................................
(hereinafter referred to as the “Seller”); and
2. PT. __________________, a limited liability company duly established and existing under
the laws of the Republic of Indonesia, having its registered office at .......................................
(hereinafter referred to as the “Buyer”).
(the Buyer and the Seller are hereinafter collectively referred to as the “Parties” or severally as the
“Party”)
WITNESSETH
A. Whereas, the Buyer desires to purchase from the Seller and to appoint the Seller:
1. to design, manufacture, deliver (on FOB Port ......... basis), testing and commission
(hereinafter referred to as the “Service”) one (1) unit ....................... bi-drum water tube
boiler having actual evaporating capacity of ........ kg/hr at MCR 20barg working pressure
generally as per specification attached in the Appendix A of this Agreement (hereinafter
referred to as the “Boiler”); and
2. to deliver and to install (on CNF .............. basis) the Boiler (hereinafter referred to as the
“Delivery and Installation”).
B. The Buyer has accepted the quotations which presented by the Seller and therefore the Buyer
has designates the Seller to carry, complete, supply and sell the Service, Boiler and Delivery
and Installation as referred in this Agreement and any documents referred herein, and the Seller
has accepted the designation from the Buyer.
NOW THEREFORE, in consideration of the mutual premises and covenants herein contained, the
Parties hereby agree as follows:
ARTICLE 1
SCOPE OF WORK
Subject to terms and condition s of this Agreement and any documents referred herein, the Buyer
agrees to purchase from the Seller, and the Seller agrees to sell, carry, complete, supply and deliver to
the Buyer the Service, Boiler and Delivery and Installation (hereinafter referred to as the “Work”).
ARTICLE 2
PURCHASE PRICE, TERMS OF PAYMENT, BONDS AND LIQUIDATED DAMAGES
2.1. Purchase Price
The Parties agree that for all services performed by the Seller in accordance with the Work as
stipulated in this Agreement, the Buyer shall paid the total purchase price for the Work in the
amount of USD ................. (in words: ......................................... United States of America
Dollars only) (hereinafter referred to as the “Purchase Price”), which consisting as follows:
Sales Contract No: ____________ Date: ...................................
__________________________________________________________________________
2
2.1.1. Purchase price for the Service and the Boiler shall be in the amount USD
...................... (in words: ....................................... United States of America Dollars
only) (FOB Port ..........); and
2.1.2. Purchase price for the Delivery and Installation shall be in the amount USD
................ (in words: ................................................. United States of America
Dollars only) (CNF ............).
2.2. Terms ofPayment
2.2.1. The Parties agreed that the Purchase Price shall be paid by the Buyer to the Seller in
the following manner:
A. First Payment
A sum of 30% (thirty percent) of the Purchase Price (hereinafter referred to as
the “Down Payment”) shall be paid as the Down Payment no later than 7
(seven) business days after the Buyer receive the confirmation order which
issued by the Seller and approved by the Buyer and stated that the Seller has
accepted the Buyer’s order to provide the Service, the Boiler and the Delivery
and Installation (hereinafter referred to as the “Confirmation Order”).
B. Second Payment
A sum of 70% (seventy percent) of the Purchase Price shall be paid by letter of
credit raise 3 (three) months from the date of Confirmation Order to be drawn
down as follows:
i. 25% (twenty five percent) of the Purchase Price drawn down against
successful shop HT witness and certified by third party inspector.
ii. 45% (forty five percent) of the Purchase Price drawn down against
presentation of in house Bill of Lading.
2.2.2. The Purchase Price shall be paid by the Buyer to the Seller into the Seller’s bank
account as follow:
Name of the Beneficiary :
Beneficiary A/c No : .............................. (USD)
Beneficiary Bank : ..............................
..............................
..............................
..............................
..............................
..............................
Swift Code : ..............................
2.2.3. All the bank charges incurred from the transfer process of the Purchase Price shall
be borne by the Buyer and all the bank charges of incurred from receiving the
Purchase Price shall be borne by the Seller.
2.3. Bonds
2.3.1. Advanced Payment Bond
At the same time upon receipt of Confirmation Order, the Seller shall submit and
provide to the Buyer an Advance Payment Bond, on the favor of the Buyer, in the
amount of 30% (thirty percent) of the Purchase Price (hereinafter referred to as the
“Advance Payment Bond”). The period of validity of the Advance Payment Bond
shall be valid for ......... (........................) months upon receipt of confirmation order.
2.3.2. Performance Bond
At the same time with the signing date of this Agreement, the Seller shall submit
and provide to the Buyer a Performance Bond, on the favor of the Buyer, in the
Sales Contract No: ____________ Date: ...................................
__________________________________________________________________________
3
amount of ........% (..........................percent) of the Purchase Price (hereinafter
referred to as the “Performance Bond”). The period of validity of the Performance
Bond shall be valid until 9 (nine) months since the signing date of this Agreement or
until the Completion Date of the Boiler, whichever is later (hereinafter referred to as
the “Performance Bond Period”). The Seller hereby represents, warrants,
undertakes and guarantees to the Buyer that if until 7 (seven) business days prior to
the expiration date of the Performance Bond Period the Completion Date of the
Boiler still has not been achieved, then the Seller shall extend the validity of their
Performance Bond to the date that the actual date of Completion Date of the Boiler
has been achieved. In the event the Performance Bond Period has been expired and
the Completion Date of the Boiler has not been achieved and the Seller failed to
extend the validity of the Performance Bond pursuant to this paragraph 2.3.2, then
the Seller shall provide to the Buyer a replacement or additional performance bond
which has the same amount as the previous Performance Bond and shall be valid for
such period until the achievement of the Completion of the Boiler (hereinafter
referred to as the “Replacement Bond”), not later than 7 (seven) business days
since the expiration date of the Performance Bond Period.
2.3.3. Warranty Bond
As a guarantee for Seller’s warranty as stipulated in Article 4 of this Agreement, at
the same time with the Completion Date of Delivery and Installation, the Seller shall
submit and provide to the Buyer a Warranty Bond, on the favor of the Buyer, in the
amount of .......% (.....................percent) of the Purchase Price (hereinafter referred
to as the “Warranty Bond”). The period of validity of the Warranty Bond shall be
valid until 12 (twelve) months since the Completion Date of Delivery and
Installation later (hereinafter referred to as the “Warranty Bond Period”).
2.3.4. The Advance Payment Bond, the Performance Bond, the Replacement Bond (if any)
and/or the Warranty Bond shall be issued by the respectable financial institution
which approved by the Buyer.
2.3.5. The Advance Payment Bond, the Performance Bond, the Replacement Bond (if any)
and/or the Warranty Bond shall be unconditional, unlimited, irrevocable and
directly-liable, not unconditional “on first demand”.
2.3.6. The Advance Payment Bond, the Performance Bond, the Replacement Bond (if any)
and/or the Warranty Bond must be subject to substantive laws in the Republic of
Indonesia.
2.3.7. The Parties agree that the Buyer shall be entitled to automatically call and request
liquidation of the Advance Payment Bond, the Performance Bond, the Replacement
Bond (if any) and/or the Warranty Bond in the event the Seller breaches and/or fails
to meet its obligations under this Agreement.
2.4. Customs, Taxes and Import Duties
Sales Contract No: ____________ Date: ...................................
__________________________________________________________________________
4
2.4.1. The Buyer shall obtain all permits, licenses and authorizations that are necessary in
Indonesia for the purpose of the Agreement.
2.4.2. The payment of any custom duties, taxes, import duties or other dues arising in
Indonesia or as a result of a law or other originated by the government or other
authorities in Indonesia which is levied on the importation of Work and the Seller’s
equipment is not included in the Purchase Price and will be for the exclusive
account of the Buyer.
2.4.3. Except as otherwise specifically provided in the Agreement, the Seller shall bear
and pay all taxes, duties, levies and charges assessed on the Seller, its sub-
contractors (if any) or their employees by the government authorities (whether in
Malaysia and/or in Indonesia) in connection with the Work.
2.5. Liquidated Damages
In the event that the Seller does not complete:
a. the Service and the Boiler within the time of Completion Date of the Boiler; and/or
b. the Delivery and Installation within the time of Completion Date of Delivery and
Installation;
then the Seller shall pay the liquidated damages at rate of 0.3% (zero point three percent) of the
Purchase Price per 1 (one) day of delay (hereinafter referred to as the “Liquidated Damages”).
The Liquidated Damages shall be subject to maximum amount of 5% (five percent) of the
Purchase Price. The Buyer shall retains the right to terminate this Agreement, by giving no later
than 7 (seven) days written prior notice to the Seller, in the event that the Service and the Boiler
and/or the Delivery and Installation has not been completed by the Seller until the Liquidated
Damages has reached its maximum amount.
ARTICLE 3
DELIVERY AND COMPLETION TIME
3.1. Delivery
3.1.1. The delivery of the Boiler shall be based on FOB at ..................... The Buyer shall
appoint a surveyor for the purpose of inspecting and certifying the Service and the
Boiler at port of dispatch prior to shipment.
3.1.2. The Delivery and Installation shall be based on CNF at ............, Indonesia.
3.1.3. Marine Insurance for the Boiler shall be covered by the Buyer from Port .............to
.........................
3.2. Completion Time
3.2.1. The Seller shall complete the Service and the Boiler not later than 9 (nine) months
after:
a. The issuance date of the Confirmation Order; and
b. The Seller has received the Down Payment from the Buyer;
proven by acceptance certificate issued by the Buyer which stated and confirming
that the Seller has provided, executed, completed and fulfilled the Service and the
Boiler as stipulated in the Agreement (hereinafter referred to as the “Completion
Date of the Boiler”).
3.2.2. The Delivery and Installation shall be completed and the Boiler shall be ready for
operation not later than:
Sales Contract No: ____________ Date: ...................................
__________________________________________________________________________
5
a. 13 (thirteen) months after the issuance date of the Confirmation Order and the
Seller has received the Down Payment; or
b. 4 (four) months after taking over of the Boiler house complete with roofing and
foundation;
whichever is later, proven by final acceptance certificate issued by the Buyer which
stated and confirming that the Seller has provided, executed, completed and fulfilled
any and all of the Work as stipulated in the Agreement (“Final Acceptance
Certificate") (hereinafter referred to as the “Completion Date of Delivery and
Installation”).
ARTICLE 4
WARRANTY
4.1. The Seller warrants and guarantees that the Work which conducted, provided and completed by
the Seller as stipulated in this Agreement will be new and state-of-the-art quality, not used,
rebuilt or refurbished material (unless approved in writing by the Buyer) and free from any
defects and/or faults in design, workmanship and material when it is used under normal
operation and proper maintenance conditions. In the event that the Work is found defect and/or
fault, the Seller shall change and/or repair and/or replace any part of the Work, which
determined as defects and/or fault by the Buyer, without imposition of additional cost including
without limitation to the repair cost, replacement cost, fabrication cost, transportation cost,
accommodation cost, and/or delivery cost (hereinafter referred to as the “Warranty”).
4.2. The Warranty shall be valid for a period of 12 (twelve) months from the issuance date of the
Final Acceptance Certificate by the Buyer.
4.3. As a guarantee, the Seller shall provides and submits to the Buyer a Warranty Bond in terms
and conditions as stipulated in Article 2 paragraph 2.3 sub-paragraph 2.3.3, 2.3.4, 2.3.5, 2.3.6
and 2.3.7 of the Agreement.
4.4. The Seller shall not be held responsible for any defects and/or non-performing of the Work
which are neither supplied nor installed by the Seller.
ARTICLE 5
CONFIDENTIAL INFORMATION
5.1. Unless required otherwise by law and/or court and/or arbitration order and/or decision and/or
any government authority, the Seller and/or its officers, administrators, representatives,
successors and/or permitted assigns shall treat all information as confidential concerning the
Buyer’s business and the performance of the Work (hereinafter referred to as the “Confidential
Information”) and shall not divulge such Confidential Information to any party other than the
persons designated and/or approved in written by the Buyer or the Buyer’s representative. In
the event the Seller and/or its officers, administrators, representatives, successors and/or
permitted assigns is required to furnish such Confidential Information to court and/or
arbitration and/or any government authority and/or as required by law, the Buyer shall be
notified in written of the disclosure of such Confidential Information as soon as possible.
5.2. The Seller and/or its officers, administrators, representatives, successors and/or permitted
assigns is obliged to hold Confidential Information and shall do so until the termination or
expiration of this Agreement. The Seller and/or its officers, administrators, representatives,
successors and/or permitted assigns shall return to the Buyer all information made available for
the Seller to carry out the Work. All information, data and/or products shall remain the property
of the Buyer.
5.3. The Seller and/or its officers, administrators, representatives, successors and/or permitted
Sales Contract No: ____________ Date: ...................................
__________________________________________________________________________
6
assigns obligation of confidentiality under this Agreement is a continuing obligation and shall
remain in force during the term of the Agreement and shall remains survive after the
termination and/or the expiration of the Agreement and afterwards for a period of 2 (two) years.
5.4. Without prejudice to any other rights and remedies which the Buyer may has under the
applicable law, any breach to this provision that conducted by the Seller and/or its officers,
administrators, representatives, successors and/or permitted assigns shall gives the Buyer the
right to claims, demands, suits, actions, proceeds and/or prosecutes the Seller and/or its officers,
administrators, representatives, successors and/or permitted assigns for any damages, losses,
costs and/or expenses which incurred by the Buyer as the result of or in connection with such
breach.
ARTICLE 6
FORCE MAJEURE
6.1. The Parties hereto shall not be responsible to each other for any failure or delay in performance
of all or part of their respective obligations under this Agreement, which directly owing to
cause of circumstances beyond their reasonable control, which causes including but limited to
Decrees or actions of government, acts of God, lock-out, fires, war, blockades, embargoes,
adverse weather conditions (as considered by the government meteorological body) or other
substantially serious events as agreed upon between the Parties (hereinafter referred to as the
“Force Majeure”).
6.2. In the event the Force Majeure occurs, the Parties, when failing or unable to carry out its
obligation(s) in accordance with this Agreement, shall not be deemed as a breach of Agreement
provided that the Parties take all reasonable measures to permit it to resume performance
hereunder within the shortest practicable time, and shall keep the other fully informed of its’
plan to overcome and/or mitigate the Force Majeure circumstances.
6.3. The prevented Party shall notify the other Party within 7 (seven) calendar days of the
occurrence of the Force Majeure. Failure by the prevented Party to comply with this Article 6
paragraph 6.3 shall result in it losing its right to rely upon (or to continue to rely upon) the
event of Force Majeure to which the failure relates and such Party shall conducts its obligations
as if the Force Majeure condition has been passed and/or never occurs.
6.4. Those obligations of the Parties which are provided for in this Agreement and which are not
affected by the event of Force Majeure shall continue unabated; and
6.5. Should the Force Majeure circumstances and/or the effect of a Force Majeure continue for more
than 30 (thirty) consecutive days, the Parties shall settle the further execution of the Agreement
through friendly negotiations. If the Buyer believes that such negotiation is impracticable or
that it will not result in a satisfactory resolution, the Buyer shall have the right to terminates the
Agreement by giving no later than 7 (seven) calendar days written prior notice to the Seller, and
settle accordingly.
ARTICLE 7
TERMINATION OF THE AGREEMENT
7.1. This Agreement shall be expired or terminated only because of the following event:
7.1.1. Automatically expired after any and all obligation of the Parties as stipulated under this
Agreement has been fulfilled in full by the Parties; or
7.1.2. Terminated by the Buyer pursuant to the Article 6 paragraph 6.5 of the Agreement, in
the event of Force Majeure has been occurs; or
7.1.3. Terminated by the Buyer pursuant to the Article 2 paragraph 2.5, in the event the delay
of the Completion Date of the Boiler and/or Completion Date of Delivery and
Sales Contract No: ____________ Date: ...................................
__________________________________________________________________________
7
Installation has been occurs and the Liquidated Damages has reached its maximum
amount; or
7.1.4. Terminated by the Buyer by giving not later than 30 (thirty) days written prior notice to
the Seller, in the event, based on sole Buyer’s discretion, the Seller is breaching any of
the provision of the Agreement and/or unable to perform and provide the Work
pursuant to the Agreement; or
7.1.5. Terminated by mutual written agreement of the Parties; or
7.1.6. Terminated by the Seller by giving not later than 30 (thirty) calendar days written prior
notice to the Buyer, in the event the Buyer is unable to perform its obligations as
stipulated in Article 2 paragraph 2.1 and 2.2; or
7.1.7. Terminated by either Party by giving not later than 14 (fourteen) calendar days written
prior notice, in the event that the other Party is dissolved, liquidated, declared bankrupt,
or insolvent or becomes a party to proceedings or arrangements involving liquidation,
receivership, or the settlement of debt(s).
7.2. In the event the Buyer terminates the Agreement pursuant to Article 7 paragraph 7.1 sub-
paragraph 7.1.2 or 7.1.5 or 7.1.6 or 7.1.7, the Buyer shall pay to the Seller the amount
outstanding for Work which the Seller has accomplished or completed until the date of
termination and the Buyer shall return the Advance Payment Bond, the Performance Bond, the
Replacement Bond (if any), and/or the Warranty Bond to the Seller.
7.3. In the event the Buyer terminates the Agreement pursuant to Article 7 paragraph 7.1 sub-
paragraph 7.1.3, 7.1.4 or 7.1.7, the Seller shall return any and all payment of the Purchase Price
which has been paid by the Buyer until the date of termination and the Buyer shall has the right
to automatically call and request liquidation of the Advance Payment Bond, the Performance
Bond, the Replacement Bond (if any), and the Warranty Bond.
7.4. The Parties shall formally submit in writing record as agreed, to indicate the process, the
reasons and (if any) the settlements for the termination.
7.5. In case of termination of this Agreement,the Parties hereby agree to waive the provisions as set
forth in Article 1266 of the Indonesian Civil Code with regard to the requirement of court
pronouncement, decision or decree for the termination of an agreement.
ARTICLE 8
LANGUAGE AND NOTICES
8.1. All writings by the Parties under the Agreement shall be drawn up in English Language.
8.2. All notices, consents, requests, agreement authorized or required are to be given or made
pursuant to or in connection with this Agreement must be in English language and be sent by
courier or registered air mail or by facsimile or by e-mail to the following addresses:
To the Seller:
__________________.
...........................................
...........................................
...........................................
...........................................
Phone No.: .........................
Fax. No.: .........................
E-mail: .........................
Attn: .........................
To the Buyer:
PT. __________________
...........................................
...........................................
...........................................
...........................................
Phone No.: .........................
Fax. No.: .........................
E-mail: .........................
Attn.: .........................
Sales Contract No: ____________ Date: ...................................
__________________________________________________________________________
8
8.3. Notices, requests and other correspondence will be deemed duly received on the 7th
business
day after posting if sent by courier or registered airmail or the day of dispatch if sent by
facsimile, or when successfully sent if by email.
8.4. Any Party may change its address for the receipt of notices, consents, requests and other
document at any time and from time to time by giving written notice of such change to the
other Party to this Agreement within three (3) days of transmittal.
ARTICLE 9
GOVERNING LAW AND ARBITRATIO
9.1. This Agreement is governed by and constructed in accordance with the laws of the Republic of
Indonesia.
9.2. Any disputes, controversies, conflicts, differences and/or other matters which may arise
between the Parties, out of or in relation to or in connection with this Agreement, or for the
breach thereof, shall be first settle through negotiation between the Parties to achieve an
amicable settlement, within 30 (thirty) calendar days since the date of the first formal
negotiation meeting is conducted.
9.3. Failure to make amicable settlement of any disputes, controversies, conflicts, differences and/or
other matters between the Parties, out of or in relation to or in connection with this Agreement,
or for the breach thereof will result such disputes, controversies, conflicts, differences and/or
other matters shall be finally settled by arbitration in Singapore International Arbitration Centre
(“SIAC”) in accordance with the rules of SIAC. The place of arbitration shall be in Singapore.
The arbitration proceedings shall be conducted in the English language and shall be conducted
before 3 (three) arbitrators which consisting of 1 (one) arbitrator which appointed by the Buyer,
1 (one) arbitrator which appointed by the Seller and 1 (one) of whom shall be appointed by the
said 2 (two) appointed arbitrators or in accordance with the appointment from the chairman of
SIAC. The expense of arbitration shall be borne in accordance with the determination of the
board of arbitration. The award rendered by the arbitrators shall be final binding upon the
Parties to the Agreement. For the avoidance of doubt, neither Party shall be entitled to
commence or maintain any action in a court of law upon any matter in dispute arising from
and/or in relation to this Agreement and/or the transactions contemplated herein.
9.4. The Parties must continue to perform their obligations herein until the arbitrators give their
award.
ARTICLE 10
MISCELLANEOUS
Sales Contract No: ____________ Date: ...................................
__________________________________________________________________________
9
10.1. The Seller shall not assign, transfer, or otherwise convey its’ obligations hereunder in whole or
in part to any individual, firm, corporation, other entity or any other party without the prior
written consent of the Buyer and the relevant assignee (if any) shall be bound by and fulfill the
obligations or duties as stipulated in the Agreement.
10.2. Any and all attachments, appendixes, addendum, and/or amendment to the Agreement shall be
regarded as an integral and inseparable part of this Agreement.
10.3. Matters that have not been regulated or insufficiently provided in this Agreement, will be
discussed in good faith by the Parties and will be set out in a written document that will be
signed by the Parties.
10.4. This Agreement constitutes the entire agreement between the Parties with respect to the subject
matter hereof and cancels and supersedes any prior understandings and agreement between the
Parties with respect thereto.
10.5. In the event that any provision or part of a provision in this Agreement shall for any reason be
determined by any court or arbitral tribunal to be illegal, invalid or unenforceable, then the
Agreement shall not be affected and/or the remaining provisions and other parts of the
provision shall not be affected, impaired or invalidated and shall remain in full force and effect
and shall continue to be binding upon the Parties. The Parties shall, in any such event, agree on
new provision(s) that would replace such provision(s).
10.6. Without prejudice to any other rights and remedies which the Buyer may has under the
applicable law, any breach to the provisions of this Agreement that conducted by the Seller
shall gives the Buyer the right to claims, demands, suits, actions, proceeds and/or prosecutes the
Seller for any damages, losses, costs and/or expenses which incurred by the Buyer, and/or to
claim indemnity instead of performance to the Seller, as the result of or in connection with such
breach.
IN WITNESS WHEREOF,the Parties hereto have caused this Agreement to be executed on the day
and year first above written in 2 (two) identical copies which have equal legal power.
The Seller, The Buyer,
______________________ PT. __________________
________________________________ ________________________________
Sales Contract No: ____________ Date: ...................................
__________________________________________________________________________
10
Name : .............................. Name : ..............................
Title : Executive Director Title : ..............................
Witness By: Witness By:
________________________________ ________________________________
Name: .............................. Name: ..............................
Date : .............................. Date : ..............................
Sales Contract No: ____________ Date: ...................................
__________________________________________________________________________
11
APPENDIX A
BOILER SPECIFICATIONS
1. DESIGN PARAMETERS
1.1.BOILER DESIGN & PERFORMANCE
Steam Evaporation at MCR 35,000 kg/hr
Steam Pressure:
Design Pressure 24 barg
Normal Working Pressure 20 barg
Steam Condition at Boiler Outlet Saturated steam
Water Inlet Temperature 70 ºC
Combustion Air Temperature 30 ºC
Draft System Balanced Draft
Fuel Palm Fibre and palm Kernel Shell.
Burning Method Pneumatic Spreader
Grate Type Fix pinned hole grate
Location of Boiler In-door Type
Boiler Efficiency (Approx.) 70%
Overload capacity 110% 1 hr/day
Sales Contract No: ____________ Date: ...................................
__________________________________________________________________________
12
1.2.PALM FIBRE & KERNEL SHELL FUEL
Fuel Composition Ratio (By Wt.)
Kernel Shell 20%
Palm Fibre 80%
Moisture Content
Palm Fibre 38-45%
Kernel Shell 15-17%
High Heating Value.
Palm Fibre (42% moisture) 2642 Kcal/kg
Kernel Shell (18% moisture) 3971 Kcal/kg
1.3.BOILER WATER CONDITION
pH Value (at 25 ºC) 10.5 – 11.0
M Alkalinity (CaCO3) less than 300 ppm
P Alkalinity (CaCO3) less than 200 ppm
Total Dissolved Solids less than 2000 ppm
Chlorine (Nacl) less than 30 ppm
Phosphoric Acid Ion (PO4) 20 – 40 ppm
Silica (SiO2) less than 75 ppm
Sulphite (NA2 SO3) 10 – 20 ppm
Sulfurous Acid Ion 10 – 20 ppm
1.4.FEED WATER CONDITION
pH Value (at 25 ºC) 7.0 – 7.5
Total Hardness (CaCO3) less than 2.0 ppm
Dissolved of Oxygen (O2) less than 0.5 ppm
Fats Nil
Sales Contract No: ____________ Date: ...................................
__________________________________________________________________________
13
Scope ofwork:
1) Boiler drums complete with boiler internal comprising of steam separators,mesh & baffles, tubes
and headers.
2) All supporting steelstructure, columns, casing plates, access platform and ladders.
3) All flue gas and air ducts, dampers and expansion pieces.
4) All fans complete with motor for induced draught, forced draught, secondary air and fuel feeder.
5) All refractory and castables,firebricks and insulation bricks.
6) Boiler mountings, valves and fitting as per specification.
7) One set pin hole fix grate.
8) Boiler furnace inspection / manual firing doors and ash doors.
9) Two feed water pumps - one steam driven and one electric driven
10) Automatic feed water regulator to provide water level control within the boiler.
11) All instruments, locally mounted supplied as per specification.
12) Electrical panel complete with mimic diagram, starters and isolators for all motors.
13) Mild Steel Chimney of 1800mm diameter up to 20 metres height.
14) Multi cyclone dust collector.
15) One unit air compressor 3 HP.
16) One unit stainless steel sampling cooler.
17) Feed water piping from feed water pump to boiler.
18) All drain and blow down piping.
19) Pendulum fuel feeding system
20) Boiler chemicals for initial drying and boil out of boiler.
21) 3 sets of rotary steam soot blower complete with piping and fittings.
22) Supervision for boiler installation and commissioning for a period of not more than (4) four
months. Accommodation and local transport to be provided by the Buyer.
Sales Contract No: ____________ Date: ...................................
__________________________________________________________________________
14
Excluded from the scope ofwork:
1) All boiler house building works
2) All civil works; design and installation for boiler, moving floor storage system and water
treatment plant.
3) All piping :-
a) After the discharge side of the main steam stop valve.
b) Before the suction flange of the feed water pumps.
c) After the discharge flange of the steam feed pump exhaust.
4) Main power supply cable and switch gear to the boiler electrical starter board.
5) The fuel storage/feeding platform.
6) All fuel conveying system for feeding the fuel into fuel distributor conveyors.
7) Water and fuel for the initial boil out, test and commissioning.
8) Supply of all equipment for feed water treatment plant and chemical metering pump.
9) Site approval, inspection by IPNKK,custom clearance,PPN and all payable local taxes and
duties.
10) All items not mentioned in this Agreement.
Sales Contract No: ____________ Date: ...................................
__________________________________________________________________________
15
2. TECHNICAL SPECIFICATION
2.1. BOILER DESIGN:
Boiler Type : ..............................
Boiler Model : ..............................
Boiler Capacity : ..............................
Design Pressure : ..............................
Operating Pressure : ..............................
Flue gas passes : ..............................
Steam Dryness : ..............................
Steam Temperature : ..............................
Design Code : .............................
Inspection Party : Third party approved by ..............................
The BM boiler is of proven bi-drum water tube design, high efficient, easy to maintain and yet
incorporating reliable automatic operation controls within the boiler. The boiler is substantially
supported by steel structures, columns, beams and casing design to cater for thermal expansion
between pressure parts and non pressure parts of the boiler.
2.2. BOILER DRUMS:
Steam Drum : ..............................
Material : ..............................
Manhole/Manway : ..............................
Steam Separator : ..............................
Water Drum : ..............................
Material : ..............................
Manhole/Manway : ..............................
The steam drum shall also equipped with steam baffle, internal distribution pipe and all
necessary nozzles for valves and fittings according to the (but not limited) minimum
requirement of Jabatan Keselamatan dan Kesihatan Pekerjaan (Malaysia)
2.3. TUBE & HEADERS:
Boiler Tubes : ..............................
Tube Material : ..............................
Tube Origin : ..............................
Headers material : ..............................
The boiler tubes are arranged to promote natural circulation to allow boiler to respond to
various load condition at all time. The tube arrangement is also designed to avoid bird nesting
during operation that cause unnecessary down time of the boiler.
Sales Contract No: ____________ Date: ...................................
__________________________________________________________________________
16
2.4. CASTING:
Cast iron parts shall consist of: -
Firing Door. : ..............................
Ash Pit Doors. : ..............................
Convection access : ..............................
Fuel chutes. : ..............................
2.5. VALVES & MOUNTINGS:
Boiler valves and mounting included shall consist of: -
Main steam stop check valve. : ..............................
Feed water control valve. : ..............................
Feed valve stop & check valve. : ..............................
Blow down valves. : ..............................
Drain valves. : ..............................
Safety valves. : ..............................
Water column and gauges. : ..............................
Pressure gauges. : ..............................
High/low alarm. : ..............................
Extra/low alarm. : ..............................
Auto blowdown valve : ..............................
2.6. AUTOMATIC FEED WATER CONTROL VALVE:
Feedwater Regulating valves : ..............................
Make/country of origin : ..............................
Boiler feed water control valve of ball or segmental ball design install on the feed line is
carefully selected to provide instantaneous responses to various boiler’s load condition without
experiencing level fluctuation. All necessary isolating valves and by pass valve shall be
strategically position for the ease of boiler operation and routine maintenance. A feed water
return line from the pump is also incorporated to protect the pumps against a shut line.
2.7. SOOT BLOWERS:
Soot blower type : ..............................
Soot blower element : ...............................
Quantity : ..............................
Auxiliary fittings : ..............................
Each soot blower are strategically located in respective flue gas pass of convection bank in
order to ensure through soot removal during operation. A pressure reducing valve will be
incorporated to reduce steam pressure during soot blowing and further protect boiler convection
bank tubes from being damaged by high pressure steam impingement.
Sales Contract No: ____________ Date: ...................................
__________________________________________________________________________
17
2.8. FURNACE & GRATES:
Furnace Refractory : All SK34 fire bricks from above the reciprocating grate up to
the side headers.
No of section : 3 isolated sections.
The three (3) isolated sections of the furnace grate area will allow ash pit to be cleaned
individually during operation. Each section will be provided with damper to allow it to be
isolated during cleaning.
Furnace grate type : Fixed pin hole grate.
Grate structure : Cast Iron Bearer Bar.
Grate material : Alloy cast iron.
Pin-hole grates will allow high velocity primary air to be evenly introduced into the furnace for
vagarious combustion. The grates are cooled via force draft air to take away the excessive heat
on the grate surface thus protecting it from premature failure.
Anti-fire flash in the furnace is incorporated by synchronizing the damper control of ID and FD
fans.
2.9. FANS:
Fan supplied shall be as per following table:-
ID Fan impeller shall be lined with
ID Fan FD Fan Secondary Air
Fan
Fuel Feeder Fan
Type Centrifugal Axial Centrifugal Centrifugal
Make Vibran Vibran Vibran Vibran
Quantity 1 1 1 1
Motor Type Squirrel cage Squirrel cage Squirrel cage Squirrel cage
Make TECO/Electrim TECO/Electrim TECO/Electrim TECO/Electrim
Starter Inverter Star Delta Star Delta Star Delta
2.10. BOILER STRUCTURE:
The boiler is entirely supported on the steel structural frame comprises of Universal beam,
channel, angle iron and steel plate casing. The structure shall be wire brush to industrial
practice standard and be painted with a layer of primer prior to delivery.
Boiler operating platform will be located at both drum levels and be connected via step ladder
and intermediate platform. Hand railing at suitable height and 4” kicking plate will be provided
for all platforms.
Flue gas ducts and air ducts with necessary expansion joints and supports complete with
dampers are provided.
Sales Contract No: ____________ Date: ...................................
__________________________________________________________________________
18
2.11. CHIMNEY:
Chimney design : ...................................
Chimney diameter : ..................................
Chimney height : ...................................
Chimney material : ...................................
2.12. DUST COLLECTOR:
A multi cyclone dust collector is provided to reduce particle emission in the flue gas.
Type : ..................................
Model : ..................................
Cone size : ..................................
Cone material : ...................................
Collecting Efficiency : ...................................
2.13. FEED WATER PUMPS:
Two (2) units of feed water pumps will be offered. One electric motor driven and one steam
driven.
Description Steam pump Electrical pump
Make SPECK/MSL SPECK/MSL
Quantity 1 1
Type Multi stage centrifugal Multi stage centrifugal
Model ES5007 ES5007
Motor/Turbine make PRIME TECO/ELECTRIM
Motor/Turbine size A20 75KW squirrel cage
Suction inlet 80mm N.B. 80mm N.B.
Discharge outlet 50mm N.B. 50mm N.B.
Sales Contract No: ____________ Date: ...................................
__________________________________________________________________________
19
2.14. INSTRUMENTATION:
1.0 Pressure Symbol Description Make
Gauge GP1 Steam Drum Pressure. Rototherm or equiv.
GP2 Electrical Feed Pump Rototherm or equiv.
GP3 Steam Feed Pump Rototherm or equiv.
Transmitter TP1 Steam Drum Pressure Yokogawa.
2.0 Draught Symbol Description Make
Gauge GD1 Furnace Draught Nagano.
GD2 Boiler Outlet Draught Nagano.
Controller CD1 Force draught damper controller Yokogawa.
CD2 Induce draught damper controller Fairchild or equiv.
3.0 Water level Symbol Description Make
Gauge GL1 Illuminated Bi-colour Bont or equiv.
GL2 Illuminated Bi-colour Bont or equiv.
Alarm ALH Level alarm – high level Mobrey.
ALL Level alarm – low level Mobrey.
Transmitter TL Water level transmitter Yokogawa.
Controller CL1 Water level controller Chino
Control Valve VLC1 Feed water control valve Neles Jamesbury
Safety cut off ASLCO Second low level alarm and cut off Chino & relay.
4.0 Fuel feeding Symbol Description Make
Controller CC1 Steam Drum Pressure Controller. Yokogawa or equiv.
5.0 Temperature Symbol Description Make
Gauge GT1 Boiler Flue Gas Temperature. Rototherm or equiv.
6.0 Recorder Symbol Description Make
Recorder R1 Steam Drum Pressure, Steamflow. Rototherm or equiv.
7.0 Flow Symbol Description Make
Transmitter TSF1 Steamflow Yokogawa
Sales Contract No: ____________ Date: ...................................
__________________________________________________________________________
20
2.15. FUEL FEEDING-SYSTEM:
Fuel Feeding System : ..................................
No of Chutes : ...................................
Modulating control : ..................................
Fuel distribution pendulum shall be installed immediately under the main fuel conveyor. The
fuel feeding rate is controlled by 2 controller gate installed between the main fuel conveyor and
the pendulum. The pneumatic controller and the pressure switch are used to control the fuel
gate opening in response to the fuel requirement of boiler at various load conditions.
Three (3) units air-swept spreader spouts c/w damper control for even fuel distribution
throughout the grates is included.
2.16. AIR COMPRESSOR:
Make : ..................................
Power : ..................................
Air compressor use is to only provide pneumatic air requirement for all instrumentation
operation.
2.17. ELECTRICAL CONTROL PANEL:
Design : Self Mounted
Incoming MCCB : 600 Amps
The electrical panel provided shall be of self standing type to cater for all boiler instrumentation
and starter for all auxiliary equipment of the boiler.
2.18. TOOLS AND SPARES PARTS:
Tube cleaner : ..................................
2” tube cleaner brush : ..................................
3” tube cleaner brush : ..................................
2” tube expender : ..................................
3” tube expender : ..................................
Manhole gasket : ..................................
Handhole gasket (round) : ...................................
Handhole gasket (obround) : ..................................

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Sales and Purchase Agreement for Supply Contract (Purchase this doc, Text: 08118887270 (Whatsapp))

  • 1. SALES CONTRACT NO: _________________ SALE AND PURCHASE AGREEMENT FOR SUPPLY, _______________________________________________ This Sale and Purchase Agreement for Supply, ....................................................................... in ........................., (hereinafter referred to as the “Agreement”) is made and entered is made on ......................... by and between: 1. __________________., a limited liability company duly established and existing under the laws of Malaysia, having its registered office at ................................................................. (hereinafter referred to as the “Seller”); and 2. PT. __________________, a limited liability company duly established and existing under the laws of the Republic of Indonesia, having its registered office at ....................................... (hereinafter referred to as the “Buyer”). (the Buyer and the Seller are hereinafter collectively referred to as the “Parties” or severally as the “Party”) WITNESSETH A. Whereas, the Buyer desires to purchase from the Seller and to appoint the Seller: 1. to design, manufacture, deliver (on FOB Port ......... basis), testing and commission (hereinafter referred to as the “Service”) one (1) unit ....................... bi-drum water tube boiler having actual evaporating capacity of ........ kg/hr at MCR 20barg working pressure generally as per specification attached in the Appendix A of this Agreement (hereinafter referred to as the “Boiler”); and 2. to deliver and to install (on CNF .............. basis) the Boiler (hereinafter referred to as the “Delivery and Installation”). B. The Buyer has accepted the quotations which presented by the Seller and therefore the Buyer has designates the Seller to carry, complete, supply and sell the Service, Boiler and Delivery and Installation as referred in this Agreement and any documents referred herein, and the Seller has accepted the designation from the Buyer. NOW THEREFORE, in consideration of the mutual premises and covenants herein contained, the Parties hereby agree as follows: ARTICLE 1 SCOPE OF WORK Subject to terms and condition s of this Agreement and any documents referred herein, the Buyer agrees to purchase from the Seller, and the Seller agrees to sell, carry, complete, supply and deliver to the Buyer the Service, Boiler and Delivery and Installation (hereinafter referred to as the “Work”). ARTICLE 2 PURCHASE PRICE, TERMS OF PAYMENT, BONDS AND LIQUIDATED DAMAGES 2.1. Purchase Price The Parties agree that for all services performed by the Seller in accordance with the Work as stipulated in this Agreement, the Buyer shall paid the total purchase price for the Work in the amount of USD ................. (in words: ......................................... United States of America Dollars only) (hereinafter referred to as the “Purchase Price”), which consisting as follows:
  • 2. Sales Contract No: ____________ Date: ................................... __________________________________________________________________________ 2 2.1.1. Purchase price for the Service and the Boiler shall be in the amount USD ...................... (in words: ....................................... United States of America Dollars only) (FOB Port ..........); and 2.1.2. Purchase price for the Delivery and Installation shall be in the amount USD ................ (in words: ................................................. United States of America Dollars only) (CNF ............). 2.2. Terms ofPayment 2.2.1. The Parties agreed that the Purchase Price shall be paid by the Buyer to the Seller in the following manner: A. First Payment A sum of 30% (thirty percent) of the Purchase Price (hereinafter referred to as the “Down Payment”) shall be paid as the Down Payment no later than 7 (seven) business days after the Buyer receive the confirmation order which issued by the Seller and approved by the Buyer and stated that the Seller has accepted the Buyer’s order to provide the Service, the Boiler and the Delivery and Installation (hereinafter referred to as the “Confirmation Order”). B. Second Payment A sum of 70% (seventy percent) of the Purchase Price shall be paid by letter of credit raise 3 (three) months from the date of Confirmation Order to be drawn down as follows: i. 25% (twenty five percent) of the Purchase Price drawn down against successful shop HT witness and certified by third party inspector. ii. 45% (forty five percent) of the Purchase Price drawn down against presentation of in house Bill of Lading. 2.2.2. The Purchase Price shall be paid by the Buyer to the Seller into the Seller’s bank account as follow: Name of the Beneficiary : Beneficiary A/c No : .............................. (USD) Beneficiary Bank : .............................. .............................. .............................. .............................. .............................. .............................. Swift Code : .............................. 2.2.3. All the bank charges incurred from the transfer process of the Purchase Price shall be borne by the Buyer and all the bank charges of incurred from receiving the Purchase Price shall be borne by the Seller. 2.3. Bonds 2.3.1. Advanced Payment Bond At the same time upon receipt of Confirmation Order, the Seller shall submit and provide to the Buyer an Advance Payment Bond, on the favor of the Buyer, in the amount of 30% (thirty percent) of the Purchase Price (hereinafter referred to as the “Advance Payment Bond”). The period of validity of the Advance Payment Bond shall be valid for ......... (........................) months upon receipt of confirmation order. 2.3.2. Performance Bond At the same time with the signing date of this Agreement, the Seller shall submit and provide to the Buyer a Performance Bond, on the favor of the Buyer, in the
  • 3. Sales Contract No: ____________ Date: ................................... __________________________________________________________________________ 3 amount of ........% (..........................percent) of the Purchase Price (hereinafter referred to as the “Performance Bond”). The period of validity of the Performance Bond shall be valid until 9 (nine) months since the signing date of this Agreement or until the Completion Date of the Boiler, whichever is later (hereinafter referred to as the “Performance Bond Period”). The Seller hereby represents, warrants, undertakes and guarantees to the Buyer that if until 7 (seven) business days prior to the expiration date of the Performance Bond Period the Completion Date of the Boiler still has not been achieved, then the Seller shall extend the validity of their Performance Bond to the date that the actual date of Completion Date of the Boiler has been achieved. In the event the Performance Bond Period has been expired and the Completion Date of the Boiler has not been achieved and the Seller failed to extend the validity of the Performance Bond pursuant to this paragraph 2.3.2, then the Seller shall provide to the Buyer a replacement or additional performance bond which has the same amount as the previous Performance Bond and shall be valid for such period until the achievement of the Completion of the Boiler (hereinafter referred to as the “Replacement Bond”), not later than 7 (seven) business days since the expiration date of the Performance Bond Period. 2.3.3. Warranty Bond As a guarantee for Seller’s warranty as stipulated in Article 4 of this Agreement, at the same time with the Completion Date of Delivery and Installation, the Seller shall submit and provide to the Buyer a Warranty Bond, on the favor of the Buyer, in the amount of .......% (.....................percent) of the Purchase Price (hereinafter referred to as the “Warranty Bond”). The period of validity of the Warranty Bond shall be valid until 12 (twelve) months since the Completion Date of Delivery and Installation later (hereinafter referred to as the “Warranty Bond Period”). 2.3.4. The Advance Payment Bond, the Performance Bond, the Replacement Bond (if any) and/or the Warranty Bond shall be issued by the respectable financial institution which approved by the Buyer. 2.3.5. The Advance Payment Bond, the Performance Bond, the Replacement Bond (if any) and/or the Warranty Bond shall be unconditional, unlimited, irrevocable and directly-liable, not unconditional “on first demand”. 2.3.6. The Advance Payment Bond, the Performance Bond, the Replacement Bond (if any) and/or the Warranty Bond must be subject to substantive laws in the Republic of Indonesia. 2.3.7. The Parties agree that the Buyer shall be entitled to automatically call and request liquidation of the Advance Payment Bond, the Performance Bond, the Replacement Bond (if any) and/or the Warranty Bond in the event the Seller breaches and/or fails to meet its obligations under this Agreement. 2.4. Customs, Taxes and Import Duties
  • 4. Sales Contract No: ____________ Date: ................................... __________________________________________________________________________ 4 2.4.1. The Buyer shall obtain all permits, licenses and authorizations that are necessary in Indonesia for the purpose of the Agreement. 2.4.2. The payment of any custom duties, taxes, import duties or other dues arising in Indonesia or as a result of a law or other originated by the government or other authorities in Indonesia which is levied on the importation of Work and the Seller’s equipment is not included in the Purchase Price and will be for the exclusive account of the Buyer. 2.4.3. Except as otherwise specifically provided in the Agreement, the Seller shall bear and pay all taxes, duties, levies and charges assessed on the Seller, its sub- contractors (if any) or their employees by the government authorities (whether in Malaysia and/or in Indonesia) in connection with the Work. 2.5. Liquidated Damages In the event that the Seller does not complete: a. the Service and the Boiler within the time of Completion Date of the Boiler; and/or b. the Delivery and Installation within the time of Completion Date of Delivery and Installation; then the Seller shall pay the liquidated damages at rate of 0.3% (zero point three percent) of the Purchase Price per 1 (one) day of delay (hereinafter referred to as the “Liquidated Damages”). The Liquidated Damages shall be subject to maximum amount of 5% (five percent) of the Purchase Price. The Buyer shall retains the right to terminate this Agreement, by giving no later than 7 (seven) days written prior notice to the Seller, in the event that the Service and the Boiler and/or the Delivery and Installation has not been completed by the Seller until the Liquidated Damages has reached its maximum amount. ARTICLE 3 DELIVERY AND COMPLETION TIME 3.1. Delivery 3.1.1. The delivery of the Boiler shall be based on FOB at ..................... The Buyer shall appoint a surveyor for the purpose of inspecting and certifying the Service and the Boiler at port of dispatch prior to shipment. 3.1.2. The Delivery and Installation shall be based on CNF at ............, Indonesia. 3.1.3. Marine Insurance for the Boiler shall be covered by the Buyer from Port .............to ......................... 3.2. Completion Time 3.2.1. The Seller shall complete the Service and the Boiler not later than 9 (nine) months after: a. The issuance date of the Confirmation Order; and b. The Seller has received the Down Payment from the Buyer; proven by acceptance certificate issued by the Buyer which stated and confirming that the Seller has provided, executed, completed and fulfilled the Service and the Boiler as stipulated in the Agreement (hereinafter referred to as the “Completion Date of the Boiler”). 3.2.2. The Delivery and Installation shall be completed and the Boiler shall be ready for operation not later than:
  • 5. Sales Contract No: ____________ Date: ................................... __________________________________________________________________________ 5 a. 13 (thirteen) months after the issuance date of the Confirmation Order and the Seller has received the Down Payment; or b. 4 (four) months after taking over of the Boiler house complete with roofing and foundation; whichever is later, proven by final acceptance certificate issued by the Buyer which stated and confirming that the Seller has provided, executed, completed and fulfilled any and all of the Work as stipulated in the Agreement (“Final Acceptance Certificate") (hereinafter referred to as the “Completion Date of Delivery and Installation”). ARTICLE 4 WARRANTY 4.1. The Seller warrants and guarantees that the Work which conducted, provided and completed by the Seller as stipulated in this Agreement will be new and state-of-the-art quality, not used, rebuilt or refurbished material (unless approved in writing by the Buyer) and free from any defects and/or faults in design, workmanship and material when it is used under normal operation and proper maintenance conditions. In the event that the Work is found defect and/or fault, the Seller shall change and/or repair and/or replace any part of the Work, which determined as defects and/or fault by the Buyer, without imposition of additional cost including without limitation to the repair cost, replacement cost, fabrication cost, transportation cost, accommodation cost, and/or delivery cost (hereinafter referred to as the “Warranty”). 4.2. The Warranty shall be valid for a period of 12 (twelve) months from the issuance date of the Final Acceptance Certificate by the Buyer. 4.3. As a guarantee, the Seller shall provides and submits to the Buyer a Warranty Bond in terms and conditions as stipulated in Article 2 paragraph 2.3 sub-paragraph 2.3.3, 2.3.4, 2.3.5, 2.3.6 and 2.3.7 of the Agreement. 4.4. The Seller shall not be held responsible for any defects and/or non-performing of the Work which are neither supplied nor installed by the Seller. ARTICLE 5 CONFIDENTIAL INFORMATION 5.1. Unless required otherwise by law and/or court and/or arbitration order and/or decision and/or any government authority, the Seller and/or its officers, administrators, representatives, successors and/or permitted assigns shall treat all information as confidential concerning the Buyer’s business and the performance of the Work (hereinafter referred to as the “Confidential Information”) and shall not divulge such Confidential Information to any party other than the persons designated and/or approved in written by the Buyer or the Buyer’s representative. In the event the Seller and/or its officers, administrators, representatives, successors and/or permitted assigns is required to furnish such Confidential Information to court and/or arbitration and/or any government authority and/or as required by law, the Buyer shall be notified in written of the disclosure of such Confidential Information as soon as possible. 5.2. The Seller and/or its officers, administrators, representatives, successors and/or permitted assigns is obliged to hold Confidential Information and shall do so until the termination or expiration of this Agreement. The Seller and/or its officers, administrators, representatives, successors and/or permitted assigns shall return to the Buyer all information made available for the Seller to carry out the Work. All information, data and/or products shall remain the property of the Buyer. 5.3. The Seller and/or its officers, administrators, representatives, successors and/or permitted
  • 6. Sales Contract No: ____________ Date: ................................... __________________________________________________________________________ 6 assigns obligation of confidentiality under this Agreement is a continuing obligation and shall remain in force during the term of the Agreement and shall remains survive after the termination and/or the expiration of the Agreement and afterwards for a period of 2 (two) years. 5.4. Without prejudice to any other rights and remedies which the Buyer may has under the applicable law, any breach to this provision that conducted by the Seller and/or its officers, administrators, representatives, successors and/or permitted assigns shall gives the Buyer the right to claims, demands, suits, actions, proceeds and/or prosecutes the Seller and/or its officers, administrators, representatives, successors and/or permitted assigns for any damages, losses, costs and/or expenses which incurred by the Buyer as the result of or in connection with such breach. ARTICLE 6 FORCE MAJEURE 6.1. The Parties hereto shall not be responsible to each other for any failure or delay in performance of all or part of their respective obligations under this Agreement, which directly owing to cause of circumstances beyond their reasonable control, which causes including but limited to Decrees or actions of government, acts of God, lock-out, fires, war, blockades, embargoes, adverse weather conditions (as considered by the government meteorological body) or other substantially serious events as agreed upon between the Parties (hereinafter referred to as the “Force Majeure”). 6.2. In the event the Force Majeure occurs, the Parties, when failing or unable to carry out its obligation(s) in accordance with this Agreement, shall not be deemed as a breach of Agreement provided that the Parties take all reasonable measures to permit it to resume performance hereunder within the shortest practicable time, and shall keep the other fully informed of its’ plan to overcome and/or mitigate the Force Majeure circumstances. 6.3. The prevented Party shall notify the other Party within 7 (seven) calendar days of the occurrence of the Force Majeure. Failure by the prevented Party to comply with this Article 6 paragraph 6.3 shall result in it losing its right to rely upon (or to continue to rely upon) the event of Force Majeure to which the failure relates and such Party shall conducts its obligations as if the Force Majeure condition has been passed and/or never occurs. 6.4. Those obligations of the Parties which are provided for in this Agreement and which are not affected by the event of Force Majeure shall continue unabated; and 6.5. Should the Force Majeure circumstances and/or the effect of a Force Majeure continue for more than 30 (thirty) consecutive days, the Parties shall settle the further execution of the Agreement through friendly negotiations. If the Buyer believes that such negotiation is impracticable or that it will not result in a satisfactory resolution, the Buyer shall have the right to terminates the Agreement by giving no later than 7 (seven) calendar days written prior notice to the Seller, and settle accordingly. ARTICLE 7 TERMINATION OF THE AGREEMENT 7.1. This Agreement shall be expired or terminated only because of the following event: 7.1.1. Automatically expired after any and all obligation of the Parties as stipulated under this Agreement has been fulfilled in full by the Parties; or 7.1.2. Terminated by the Buyer pursuant to the Article 6 paragraph 6.5 of the Agreement, in the event of Force Majeure has been occurs; or 7.1.3. Terminated by the Buyer pursuant to the Article 2 paragraph 2.5, in the event the delay of the Completion Date of the Boiler and/or Completion Date of Delivery and
  • 7. Sales Contract No: ____________ Date: ................................... __________________________________________________________________________ 7 Installation has been occurs and the Liquidated Damages has reached its maximum amount; or 7.1.4. Terminated by the Buyer by giving not later than 30 (thirty) days written prior notice to the Seller, in the event, based on sole Buyer’s discretion, the Seller is breaching any of the provision of the Agreement and/or unable to perform and provide the Work pursuant to the Agreement; or 7.1.5. Terminated by mutual written agreement of the Parties; or 7.1.6. Terminated by the Seller by giving not later than 30 (thirty) calendar days written prior notice to the Buyer, in the event the Buyer is unable to perform its obligations as stipulated in Article 2 paragraph 2.1 and 2.2; or 7.1.7. Terminated by either Party by giving not later than 14 (fourteen) calendar days written prior notice, in the event that the other Party is dissolved, liquidated, declared bankrupt, or insolvent or becomes a party to proceedings or arrangements involving liquidation, receivership, or the settlement of debt(s). 7.2. In the event the Buyer terminates the Agreement pursuant to Article 7 paragraph 7.1 sub- paragraph 7.1.2 or 7.1.5 or 7.1.6 or 7.1.7, the Buyer shall pay to the Seller the amount outstanding for Work which the Seller has accomplished or completed until the date of termination and the Buyer shall return the Advance Payment Bond, the Performance Bond, the Replacement Bond (if any), and/or the Warranty Bond to the Seller. 7.3. In the event the Buyer terminates the Agreement pursuant to Article 7 paragraph 7.1 sub- paragraph 7.1.3, 7.1.4 or 7.1.7, the Seller shall return any and all payment of the Purchase Price which has been paid by the Buyer until the date of termination and the Buyer shall has the right to automatically call and request liquidation of the Advance Payment Bond, the Performance Bond, the Replacement Bond (if any), and the Warranty Bond. 7.4. The Parties shall formally submit in writing record as agreed, to indicate the process, the reasons and (if any) the settlements for the termination. 7.5. In case of termination of this Agreement,the Parties hereby agree to waive the provisions as set forth in Article 1266 of the Indonesian Civil Code with regard to the requirement of court pronouncement, decision or decree for the termination of an agreement. ARTICLE 8 LANGUAGE AND NOTICES 8.1. All writings by the Parties under the Agreement shall be drawn up in English Language. 8.2. All notices, consents, requests, agreement authorized or required are to be given or made pursuant to or in connection with this Agreement must be in English language and be sent by courier or registered air mail or by facsimile or by e-mail to the following addresses: To the Seller: __________________. ........................................... ........................................... ........................................... ........................................... Phone No.: ......................... Fax. No.: ......................... E-mail: ......................... Attn: ......................... To the Buyer: PT. __________________ ........................................... ........................................... ........................................... ........................................... Phone No.: ......................... Fax. No.: ......................... E-mail: ......................... Attn.: .........................
  • 8. Sales Contract No: ____________ Date: ................................... __________________________________________________________________________ 8 8.3. Notices, requests and other correspondence will be deemed duly received on the 7th business day after posting if sent by courier or registered airmail or the day of dispatch if sent by facsimile, or when successfully sent if by email. 8.4. Any Party may change its address for the receipt of notices, consents, requests and other document at any time and from time to time by giving written notice of such change to the other Party to this Agreement within three (3) days of transmittal. ARTICLE 9 GOVERNING LAW AND ARBITRATIO 9.1. This Agreement is governed by and constructed in accordance with the laws of the Republic of Indonesia. 9.2. Any disputes, controversies, conflicts, differences and/or other matters which may arise between the Parties, out of or in relation to or in connection with this Agreement, or for the breach thereof, shall be first settle through negotiation between the Parties to achieve an amicable settlement, within 30 (thirty) calendar days since the date of the first formal negotiation meeting is conducted. 9.3. Failure to make amicable settlement of any disputes, controversies, conflicts, differences and/or other matters between the Parties, out of or in relation to or in connection with this Agreement, or for the breach thereof will result such disputes, controversies, conflicts, differences and/or other matters shall be finally settled by arbitration in Singapore International Arbitration Centre (“SIAC”) in accordance with the rules of SIAC. The place of arbitration shall be in Singapore. The arbitration proceedings shall be conducted in the English language and shall be conducted before 3 (three) arbitrators which consisting of 1 (one) arbitrator which appointed by the Buyer, 1 (one) arbitrator which appointed by the Seller and 1 (one) of whom shall be appointed by the said 2 (two) appointed arbitrators or in accordance with the appointment from the chairman of SIAC. The expense of arbitration shall be borne in accordance with the determination of the board of arbitration. The award rendered by the arbitrators shall be final binding upon the Parties to the Agreement. For the avoidance of doubt, neither Party shall be entitled to commence or maintain any action in a court of law upon any matter in dispute arising from and/or in relation to this Agreement and/or the transactions contemplated herein. 9.4. The Parties must continue to perform their obligations herein until the arbitrators give their award. ARTICLE 10 MISCELLANEOUS
  • 9. Sales Contract No: ____________ Date: ................................... __________________________________________________________________________ 9 10.1. The Seller shall not assign, transfer, or otherwise convey its’ obligations hereunder in whole or in part to any individual, firm, corporation, other entity or any other party without the prior written consent of the Buyer and the relevant assignee (if any) shall be bound by and fulfill the obligations or duties as stipulated in the Agreement. 10.2. Any and all attachments, appendixes, addendum, and/or amendment to the Agreement shall be regarded as an integral and inseparable part of this Agreement. 10.3. Matters that have not been regulated or insufficiently provided in this Agreement, will be discussed in good faith by the Parties and will be set out in a written document that will be signed by the Parties. 10.4. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and cancels and supersedes any prior understandings and agreement between the Parties with respect thereto. 10.5. In the event that any provision or part of a provision in this Agreement shall for any reason be determined by any court or arbitral tribunal to be illegal, invalid or unenforceable, then the Agreement shall not be affected and/or the remaining provisions and other parts of the provision shall not be affected, impaired or invalidated and shall remain in full force and effect and shall continue to be binding upon the Parties. The Parties shall, in any such event, agree on new provision(s) that would replace such provision(s). 10.6. Without prejudice to any other rights and remedies which the Buyer may has under the applicable law, any breach to the provisions of this Agreement that conducted by the Seller shall gives the Buyer the right to claims, demands, suits, actions, proceeds and/or prosecutes the Seller for any damages, losses, costs and/or expenses which incurred by the Buyer, and/or to claim indemnity instead of performance to the Seller, as the result of or in connection with such breach. IN WITNESS WHEREOF,the Parties hereto have caused this Agreement to be executed on the day and year first above written in 2 (two) identical copies which have equal legal power. The Seller, The Buyer, ______________________ PT. __________________ ________________________________ ________________________________
  • 10. Sales Contract No: ____________ Date: ................................... __________________________________________________________________________ 10 Name : .............................. Name : .............................. Title : Executive Director Title : .............................. Witness By: Witness By: ________________________________ ________________________________ Name: .............................. Name: .............................. Date : .............................. Date : ..............................
  • 11. Sales Contract No: ____________ Date: ................................... __________________________________________________________________________ 11 APPENDIX A BOILER SPECIFICATIONS 1. DESIGN PARAMETERS 1.1.BOILER DESIGN & PERFORMANCE Steam Evaporation at MCR 35,000 kg/hr Steam Pressure: Design Pressure 24 barg Normal Working Pressure 20 barg Steam Condition at Boiler Outlet Saturated steam Water Inlet Temperature 70 ºC Combustion Air Temperature 30 ºC Draft System Balanced Draft Fuel Palm Fibre and palm Kernel Shell. Burning Method Pneumatic Spreader Grate Type Fix pinned hole grate Location of Boiler In-door Type Boiler Efficiency (Approx.) 70% Overload capacity 110% 1 hr/day
  • 12. Sales Contract No: ____________ Date: ................................... __________________________________________________________________________ 12 1.2.PALM FIBRE & KERNEL SHELL FUEL Fuel Composition Ratio (By Wt.) Kernel Shell 20% Palm Fibre 80% Moisture Content Palm Fibre 38-45% Kernel Shell 15-17% High Heating Value. Palm Fibre (42% moisture) 2642 Kcal/kg Kernel Shell (18% moisture) 3971 Kcal/kg 1.3.BOILER WATER CONDITION pH Value (at 25 ºC) 10.5 – 11.0 M Alkalinity (CaCO3) less than 300 ppm P Alkalinity (CaCO3) less than 200 ppm Total Dissolved Solids less than 2000 ppm Chlorine (Nacl) less than 30 ppm Phosphoric Acid Ion (PO4) 20 – 40 ppm Silica (SiO2) less than 75 ppm Sulphite (NA2 SO3) 10 – 20 ppm Sulfurous Acid Ion 10 – 20 ppm 1.4.FEED WATER CONDITION pH Value (at 25 ºC) 7.0 – 7.5 Total Hardness (CaCO3) less than 2.0 ppm Dissolved of Oxygen (O2) less than 0.5 ppm Fats Nil
  • 13. Sales Contract No: ____________ Date: ................................... __________________________________________________________________________ 13 Scope ofwork: 1) Boiler drums complete with boiler internal comprising of steam separators,mesh & baffles, tubes and headers. 2) All supporting steelstructure, columns, casing plates, access platform and ladders. 3) All flue gas and air ducts, dampers and expansion pieces. 4) All fans complete with motor for induced draught, forced draught, secondary air and fuel feeder. 5) All refractory and castables,firebricks and insulation bricks. 6) Boiler mountings, valves and fitting as per specification. 7) One set pin hole fix grate. 8) Boiler furnace inspection / manual firing doors and ash doors. 9) Two feed water pumps - one steam driven and one electric driven 10) Automatic feed water regulator to provide water level control within the boiler. 11) All instruments, locally mounted supplied as per specification. 12) Electrical panel complete with mimic diagram, starters and isolators for all motors. 13) Mild Steel Chimney of 1800mm diameter up to 20 metres height. 14) Multi cyclone dust collector. 15) One unit air compressor 3 HP. 16) One unit stainless steel sampling cooler. 17) Feed water piping from feed water pump to boiler. 18) All drain and blow down piping. 19) Pendulum fuel feeding system 20) Boiler chemicals for initial drying and boil out of boiler. 21) 3 sets of rotary steam soot blower complete with piping and fittings. 22) Supervision for boiler installation and commissioning for a period of not more than (4) four months. Accommodation and local transport to be provided by the Buyer.
  • 14. Sales Contract No: ____________ Date: ................................... __________________________________________________________________________ 14 Excluded from the scope ofwork: 1) All boiler house building works 2) All civil works; design and installation for boiler, moving floor storage system and water treatment plant. 3) All piping :- a) After the discharge side of the main steam stop valve. b) Before the suction flange of the feed water pumps. c) After the discharge flange of the steam feed pump exhaust. 4) Main power supply cable and switch gear to the boiler electrical starter board. 5) The fuel storage/feeding platform. 6) All fuel conveying system for feeding the fuel into fuel distributor conveyors. 7) Water and fuel for the initial boil out, test and commissioning. 8) Supply of all equipment for feed water treatment plant and chemical metering pump. 9) Site approval, inspection by IPNKK,custom clearance,PPN and all payable local taxes and duties. 10) All items not mentioned in this Agreement.
  • 15. Sales Contract No: ____________ Date: ................................... __________________________________________________________________________ 15 2. TECHNICAL SPECIFICATION 2.1. BOILER DESIGN: Boiler Type : .............................. Boiler Model : .............................. Boiler Capacity : .............................. Design Pressure : .............................. Operating Pressure : .............................. Flue gas passes : .............................. Steam Dryness : .............................. Steam Temperature : .............................. Design Code : ............................. Inspection Party : Third party approved by .............................. The BM boiler is of proven bi-drum water tube design, high efficient, easy to maintain and yet incorporating reliable automatic operation controls within the boiler. The boiler is substantially supported by steel structures, columns, beams and casing design to cater for thermal expansion between pressure parts and non pressure parts of the boiler. 2.2. BOILER DRUMS: Steam Drum : .............................. Material : .............................. Manhole/Manway : .............................. Steam Separator : .............................. Water Drum : .............................. Material : .............................. Manhole/Manway : .............................. The steam drum shall also equipped with steam baffle, internal distribution pipe and all necessary nozzles for valves and fittings according to the (but not limited) minimum requirement of Jabatan Keselamatan dan Kesihatan Pekerjaan (Malaysia) 2.3. TUBE & HEADERS: Boiler Tubes : .............................. Tube Material : .............................. Tube Origin : .............................. Headers material : .............................. The boiler tubes are arranged to promote natural circulation to allow boiler to respond to various load condition at all time. The tube arrangement is also designed to avoid bird nesting during operation that cause unnecessary down time of the boiler.
  • 16. Sales Contract No: ____________ Date: ................................... __________________________________________________________________________ 16 2.4. CASTING: Cast iron parts shall consist of: - Firing Door. : .............................. Ash Pit Doors. : .............................. Convection access : .............................. Fuel chutes. : .............................. 2.5. VALVES & MOUNTINGS: Boiler valves and mounting included shall consist of: - Main steam stop check valve. : .............................. Feed water control valve. : .............................. Feed valve stop & check valve. : .............................. Blow down valves. : .............................. Drain valves. : .............................. Safety valves. : .............................. Water column and gauges. : .............................. Pressure gauges. : .............................. High/low alarm. : .............................. Extra/low alarm. : .............................. Auto blowdown valve : .............................. 2.6. AUTOMATIC FEED WATER CONTROL VALVE: Feedwater Regulating valves : .............................. Make/country of origin : .............................. Boiler feed water control valve of ball or segmental ball design install on the feed line is carefully selected to provide instantaneous responses to various boiler’s load condition without experiencing level fluctuation. All necessary isolating valves and by pass valve shall be strategically position for the ease of boiler operation and routine maintenance. A feed water return line from the pump is also incorporated to protect the pumps against a shut line. 2.7. SOOT BLOWERS: Soot blower type : .............................. Soot blower element : ............................... Quantity : .............................. Auxiliary fittings : .............................. Each soot blower are strategically located in respective flue gas pass of convection bank in order to ensure through soot removal during operation. A pressure reducing valve will be incorporated to reduce steam pressure during soot blowing and further protect boiler convection bank tubes from being damaged by high pressure steam impingement.
  • 17. Sales Contract No: ____________ Date: ................................... __________________________________________________________________________ 17 2.8. FURNACE & GRATES: Furnace Refractory : All SK34 fire bricks from above the reciprocating grate up to the side headers. No of section : 3 isolated sections. The three (3) isolated sections of the furnace grate area will allow ash pit to be cleaned individually during operation. Each section will be provided with damper to allow it to be isolated during cleaning. Furnace grate type : Fixed pin hole grate. Grate structure : Cast Iron Bearer Bar. Grate material : Alloy cast iron. Pin-hole grates will allow high velocity primary air to be evenly introduced into the furnace for vagarious combustion. The grates are cooled via force draft air to take away the excessive heat on the grate surface thus protecting it from premature failure. Anti-fire flash in the furnace is incorporated by synchronizing the damper control of ID and FD fans. 2.9. FANS: Fan supplied shall be as per following table:- ID Fan impeller shall be lined with ID Fan FD Fan Secondary Air Fan Fuel Feeder Fan Type Centrifugal Axial Centrifugal Centrifugal Make Vibran Vibran Vibran Vibran Quantity 1 1 1 1 Motor Type Squirrel cage Squirrel cage Squirrel cage Squirrel cage Make TECO/Electrim TECO/Electrim TECO/Electrim TECO/Electrim Starter Inverter Star Delta Star Delta Star Delta 2.10. BOILER STRUCTURE: The boiler is entirely supported on the steel structural frame comprises of Universal beam, channel, angle iron and steel plate casing. The structure shall be wire brush to industrial practice standard and be painted with a layer of primer prior to delivery. Boiler operating platform will be located at both drum levels and be connected via step ladder and intermediate platform. Hand railing at suitable height and 4” kicking plate will be provided for all platforms. Flue gas ducts and air ducts with necessary expansion joints and supports complete with dampers are provided.
  • 18. Sales Contract No: ____________ Date: ................................... __________________________________________________________________________ 18 2.11. CHIMNEY: Chimney design : ................................... Chimney diameter : .................................. Chimney height : ................................... Chimney material : ................................... 2.12. DUST COLLECTOR: A multi cyclone dust collector is provided to reduce particle emission in the flue gas. Type : .................................. Model : .................................. Cone size : .................................. Cone material : ................................... Collecting Efficiency : ................................... 2.13. FEED WATER PUMPS: Two (2) units of feed water pumps will be offered. One electric motor driven and one steam driven. Description Steam pump Electrical pump Make SPECK/MSL SPECK/MSL Quantity 1 1 Type Multi stage centrifugal Multi stage centrifugal Model ES5007 ES5007 Motor/Turbine make PRIME TECO/ELECTRIM Motor/Turbine size A20 75KW squirrel cage Suction inlet 80mm N.B. 80mm N.B. Discharge outlet 50mm N.B. 50mm N.B.
  • 19. Sales Contract No: ____________ Date: ................................... __________________________________________________________________________ 19 2.14. INSTRUMENTATION: 1.0 Pressure Symbol Description Make Gauge GP1 Steam Drum Pressure. Rototherm or equiv. GP2 Electrical Feed Pump Rototherm or equiv. GP3 Steam Feed Pump Rototherm or equiv. Transmitter TP1 Steam Drum Pressure Yokogawa. 2.0 Draught Symbol Description Make Gauge GD1 Furnace Draught Nagano. GD2 Boiler Outlet Draught Nagano. Controller CD1 Force draught damper controller Yokogawa. CD2 Induce draught damper controller Fairchild or equiv. 3.0 Water level Symbol Description Make Gauge GL1 Illuminated Bi-colour Bont or equiv. GL2 Illuminated Bi-colour Bont or equiv. Alarm ALH Level alarm – high level Mobrey. ALL Level alarm – low level Mobrey. Transmitter TL Water level transmitter Yokogawa. Controller CL1 Water level controller Chino Control Valve VLC1 Feed water control valve Neles Jamesbury Safety cut off ASLCO Second low level alarm and cut off Chino & relay. 4.0 Fuel feeding Symbol Description Make Controller CC1 Steam Drum Pressure Controller. Yokogawa or equiv. 5.0 Temperature Symbol Description Make Gauge GT1 Boiler Flue Gas Temperature. Rototherm or equiv. 6.0 Recorder Symbol Description Make Recorder R1 Steam Drum Pressure, Steamflow. Rototherm or equiv. 7.0 Flow Symbol Description Make Transmitter TSF1 Steamflow Yokogawa
  • 20. Sales Contract No: ____________ Date: ................................... __________________________________________________________________________ 20 2.15. FUEL FEEDING-SYSTEM: Fuel Feeding System : .................................. No of Chutes : ................................... Modulating control : .................................. Fuel distribution pendulum shall be installed immediately under the main fuel conveyor. The fuel feeding rate is controlled by 2 controller gate installed between the main fuel conveyor and the pendulum. The pneumatic controller and the pressure switch are used to control the fuel gate opening in response to the fuel requirement of boiler at various load conditions. Three (3) units air-swept spreader spouts c/w damper control for even fuel distribution throughout the grates is included. 2.16. AIR COMPRESSOR: Make : .................................. Power : .................................. Air compressor use is to only provide pneumatic air requirement for all instrumentation operation. 2.17. ELECTRICAL CONTROL PANEL: Design : Self Mounted Incoming MCCB : 600 Amps The electrical panel provided shall be of self standing type to cater for all boiler instrumentation and starter for all auxiliary equipment of the boiler. 2.18. TOOLS AND SPARES PARTS: Tube cleaner : .................................. 2” tube cleaner brush : .................................. 3” tube cleaner brush : .................................. 2” tube expender : .................................. 3” tube expender : .................................. Manhole gasket : .................................. Handhole gasket (round) : ................................... Handhole gasket (obround) : ..................................