SOPC COKER PLANT NEW VAPOR RECOVERY

UNIT

FOR

SOPC COMPANY

PURCHASING COMMERCIAL CONDITIONS

ENPPI PROJECT NO. 3715-200

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CONTENTS

I. INSTRUCTION TO BIDDERS

II. TERMS AND CONDITIONS FOR PURCHASING

III. ATTACHMENTS
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I. INSTRUCTION TO BIDDERS

INDEX

1.0 INTRODUCTION
2.0 ACKNOWLEDGEMENT
3.0 BID DOCUMENTS
4.0 EXAMINATION OF BID DOCUMENTS
5.0 COST OF BIDDING
6.0 SUBMISSION OF BIDS
7.0 PREPARATION OF BID
8.0 SHIPPING TERMS
9.0 EXPORT FEES
10.0 PERIOD OF VALIDITY OF BIDS
11.0 ALTERNATIVE BIDS
12.0 SITE SERVICES
13.0 TERMS OF PAYMENT
14.0 PERFORMANCE BOND
15.0 BID SECURITY BOND
16.0 ACCEPTANCE OF INSTRUCTIONS
17.0 SELECTION OF BIDDER
18.0 LANGUAGE
19.0 NOTIFICATION OF AWARD
20.0 SIGNING OF CONTRACT / ORDER
21.0 ENVIRONMENTAL MANAGEMENT SYSTEM REQUIREMENTS
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I. INSTRUCTIONS TO BIDDERS

1.0 INTRODUCTION:

To facilitate bidding and bid evaluation these Project Instructions to Bidders and other
attachments included herein are to be followed in preparing your proposal.

2.0 ACKNOWLEDGEMENT

Bidder shall complete and promptly return within 5 days of receipt of RFQ documents, the
acknowledgement letter confirming whether or not they will be submitting a bid. If the bid
requested herein is to be made from another office, bidder must advise Enppi immediately by
facsimile and have its quoting office return the acknowledgement letter.

3.0 BID DOCUMENTS:

A set of the following Bid Documents are provided herein and will form the basis of any
subsequent order/contract:

- Request for Quotation (RFQ) Letter

- These Instructions to Bidders
- Terms and Conditions for Purchasing
- Material Requisition(s) (with attachments)
- Bid Summary List (to be filled by BIDDER)
- Format of Performance Bond letter of guarantee
- Bid Security Form (BID BOND)
- Letter of guarantee to cover down payment (FORM).

(Following Attachment(s) provided when "X" ed)

( ) Approved Manufacturers (Sub-Suppliers)

And any other references mentioned herein.

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4.0 EXAMINATION OF BID DOCUMENTS :

The Bidder is responsible for examining the complete Bid Documents with appropriate care.
Should the Bidder find discrepancies in or omissions from the Bid Documents or should their
intent or meaning appear unclear the Bidder shall notify by wire to:

ENPPI
Procurement Department
1 (A) Ahmed El-Zomor Street
El-Hay El-Thamen, Nasr City, Cairo, Egypt
Tel. : 22762707, 22762447, 22762100-150
Fax : 202 2274 4382 / 2274 4981
Attn : Project Procurement Manager
Mr. : Sherif Reda
sherifreda@enppi.com

5.0 COST OF BIDDING:

The Bidder shall bear all costs associated with the preparation and submission of its bid, and
ENPPI on behalf of SOPC, hereinafter referred to as the purchaser neither ENPPI nor SOPC will
in any event be responsible or liable for those costs, regardless of the conduct or outcome of the
Bidding Process.

6.0 SUBMISSION OF BIDS

6.1 Technical and un-priced bid to be placed in a sealed envelope marked "TECHNICAL &
UNPRICED BID".

6.2 Bid Security Bond in a sealed envelope marked (BID BOND).

6.3 Priced bid to be placed in a sealed envelope marked "PRICED BID". Priced Bid shall
comprise the original and one copy.

All three envelopes to be sent to Enppi headquarter on the following address;

1 (A) Ahmed El-Zomor Street

El-Hay El-Thamen, Nasr City
Cairo, Egypt
Attn : Project Procurement Manager
Mr. : Sherif Reda
sherifreda@enppi.com

6.4 Bear the project title (SOPC COKER PLANT NEW VAPOR RECOVERY UNIT
PROJECT), Request for Quotation (RFQ) number, and the words "SEALED BID DO
NOT OPEN".

6.5 The envelopes shall indicate the name and address of the Bidder to enable the Bid to be
returned unopened in case it is declared "late receipt".
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6.6 If the envelopes are not sealed and marked as required by para. 6.3, the
PURCHASER will assume no responsibility for the Bid's misplacement or
premature opening.

7.0 PREPARATION OF BID:

Bidders must strictly comply with these Instructions to Bidders and other attachments
included herein when preparing their proposal.

Bidder's quotation must include but not be limited to the following:

a) Bidders in their Bids shall include one of the following statements

* Our Bid is in full compliance with the bid document with no exceptions
* Our Base Bid is in full compliance with the Bid document, we also submit
alternative/exceptions to the Base Bid.

b) A list of major sub-suppliers and their location of manufacture.

c) A complete data sheet for the quoted items.
d) Estimated gross shipping weights, total cube and dimensions of each shipping unit.
e) Completed commercial bid summary list.
f) All prices must be quoted in figures and words.

8.0 SHIPPING TERMS:

Proposal prices, in the currency specified in the Request for Quotation, are to be F.O.B. Sea
worthy packed an Extra cost for CFR or CIF Alexandria port or Cairo Airport is to be shown
separately. The definition of shipping terms for the materials shall be governed by Incoterms
2010 and any subsequent addenda.

9.0 EXPORT FEES:

The cost of export taxes, fees or charges, if any, levied on exported goods in the country of
origin shall be deemed included in the quoted price.

10.0 PERIOD OF VALIDITY OF BIDS:

10.1 Bids shall remain valid for (90) days from the bid due date. Bid validity for a shorter
period may be rejected by the PURCHASER as non-responsive bid.

10.2 In exceptional circumstances, the PURCHASER may solicit the Bidder's consent to an
extension of the period of validity. The request and the responses thereto shall be
made in writing. The Bid security bond provided under clause 15.0 shall also be
extended \accordingly.
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11.0 ALTERNATIVE BIDS:

Bidder must bid all items in strict accordance with RFQ and the specifications. If Bidder
wishes to suggest items which may be more suitable for the service required, or items
offering substantial cost savings, they must be quoted separately as alternatives to the base
proposal.

The PURCHASER encourages Bidders to submit alternative bids which offer advantages to
the PURCHASER, whether in terms of capital cost, delivery period operations and
maintenance expense or otherwise and a Bidder may therefore submit one or more alternative
(by reference to particular sections of the RFQ) and states the technical and/or economic
advantages of such alternative (s). Notwithstanding the foregoing only Bids which are
substantially responsive to the commercial terms of the RFQ are encouraged. For that
purpose, the PURCHASER will regard as “substantially responsive” only those Bids which
contain offers to provide the (goods) in accordance with all the terms and conditions of the
RFQ without material deviation or qualification, where a “material” deviation or qualification
means one which significantly affects the scope, quality or performance of the (goods) or
seeks to limit significantly the PURCHASER’s rights or the SUPPLIER’s obligations,
responsibilities or liabilities under the form of (contract, purchase order) contained in these
(Purchasing Commercial Conditions) or otherwise modify the intent of the said form of
(Contract, Purchase order) in any significant way.

12.0 SITE SERVICES:

The Bidder undertakes to provide the PURCHASER with the services of approved personnel
at PURCHASER's jobsite qualified to perform the supervision of erection,
pre-commissioning and/or commissioning and/or start-up of equipment described in this
inquiry who shall be able to communicate in the English language.

The PURCHASER undertakes to compensate Bidder, in accordance with the following:

- Travel to and from jobsite and Bidder's country for the personnel concerned on the
basis of economy air travel by the most direct route shall be reimbursed at net cost.

- Compensation for services to be performed under this inquiry shall be as detailed here
below:

A. Normal Working Days

Daily rate : 10 Hrs per day for 7 days a week

Overtime rate: Per hour for each hour exceeding
The 10 Hrs. per day

B. Travel Expenses
Travel expenses will be reimbursed at actual cost based on the original supporting
documents.
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C. Living Expenses

Living expenses (meals excluding alcoholic drinks, laundry, and all long distance
phones). Hotel at PURCHASER option or camp accommodation will be provided
at no cost to the Bidder.

Attached the site services requirement (Two Pages)

13.0 TERMS OF PAYMENTS:

Payment will be made utilizing one of the following modes:

13.1 By 100% irrevocable letter of credit (L/C) issued by first class bank acceptable by the
PURCHASER, to be operative upon receiving by the PURCHASER the PURCHASE
ORDER acknowledgement and 10% performance bond letter of guarantee, payment
shall be against presentation of the following documents to the bank:

* Original itemized commercial invoice (legalized)

* 2/3 Original bill of lading (B/L) or Airway Bill (AWB)
* Itemized packing list.
* Enppi release for shipment note issued by Enppi's inspector or authorized
representative.
* Original legalized certificate of origin
* Enppi confirmation of receiving the following documents within four days from the
Shipment date: (by express courier)
- 100% Original itemized commercial invoice
- 1/3 Original liner bill of lading clean on board or
- Original airway bill
- Original of itemized packing list
- Original of certificate of origin
- In case of any demurrage or lack of receipt the right shipping documents within
(4) days as stated above, any storage cost until clearing material from custom
will be borne by supplier.

13.2 By net 30 days against receipt by the PURCHASER of the aforesaid document in
"Para 13.1"

13.3 Down and progress payments (if any), shall be applied through a divisible and
irrevocable letter of credit (L/C) to be operative upon receipt of the PURCHASE
ORDER acknowledgement and 10% performance bond letter of guarantee.

These payments will be as follows:

- 10% down payment of the PURCHASE ORDER value shall be paid upon receipt in
PURCHASER Cairo office the following documents:

* Commercial invoice with 10% of the PURCHASE ORDER value.

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* 10% letter of bank guarantee issued by first class bank in Egypt and valid one
month after the delivery (as per the attached format).

- 5% progress payment of the PURCHASE ORDER value shall be paid upon receipt
the major drawing/documents approved (as code 1) by the purchaser against
presentation of the following documents:

* Original Commercial invoice with 5% of the PURCHASE ORDER value.

* ENPPI’S certificate for progress payment.
* 5% letter of bank guarantee issued by first class bank in Egypt and valid one
month after the delivery (as per the attached format)..

- 85% final payment of the PURCHASE ORDER value against presentation of the
following documents:

* Original itemized commercial invoice

* Original Bill of Lading or air way bill
* Packing list
* ENPPI’S release for shipment note
* Declaration evidencing that all the A/M were sent to PURCHASER within (4)
days from shipment date.
* Original certificate of origin

13.4 Special notes:

13.2.1 All letter of credit commissions, confirmation and bank charges inside
Egypt shall be paid by the PURCHASER.

13.2.2 All letter of credit commissions, confirmation and bank charges outside
Egypt shall be paid by the Bidder.

13.2.3 All additional commissions and bank charges of the letter of credit
amendments pertaining to extension of delivery due to supplier's failure
to adhere to the committed delivery date(s) shall be paid by the Bidder
inside and outside Egypt.

13.2.4 Payment for site services shall be against

- SUPPLIER's invoice (original)

- Time sheet approved by Enppi site representative and/or owner
- Original supporting documents for valid expenses.

14.0 PERFORMANCE BOND:

The Bidder to whom the PURCHASE ORDER/contract is awarded shall deliver to the
PURCHASER, no later than thirty (15) days after the award of the PURCHASE
ORDER/contract, a performance bond in the amount of ten (10) percent of the total
PURCHASE ORDER/contract value, in favor of PURCHASER and issued by a first class
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bank located in the purchaser country or abroad endorsed by first class Egyptian bank
acceptable by the PURCHASER and valid until the fulfillment of SUPPLIER's warranties
and obligations.

This performance Bond shall not in any way be construed as a limitation of the SUPPLIER's
responsibility for his obligations and guarantees under the PURCHASE ORDER and shall
not in any way prevent PURCHASER from claiming indemnification for damages suffered
which exceed the amount of the Performance Bond.

Failure of the successful Bidder to comply with this requirement shall constitute sufficient
grounds for the annulment of the award and forfeiture of the Bid security, in which event the
PURCHASER may make the award to the next lowest evaluated Bidder or call for new Bids.

The performance security will be discharged by the PURCHASER and returned to the
supplier not later than 30 days following the date of completion on the supplier's performance
obligation including any warranty obligation under the PURCHASE ORDER/ contact.

15.0 BID SECURITY BOND: (BID BOND)

15.1 The Bidder shall furnish, as part of his Bid, Bid security in a form of bank letter of
guarantee in an amount determined as follows:

BID VALUE BOND VALUE

Less than $ 5000 no bid bond
Less than $ 50,000 $ 1000
$ 50,000 – less than $ 100,000 $ 2000
$ 100,000 – less than $ 500,000 $ 10000
$ 500,000 – less than $ 1,000,000 $ 20000
More than $ 1,000,000 $ 50000

15.2 The Bid security shall be denominated in US $.

15.3 Any Bid not secured in accordance with para 15.1 may be rejected by the
PURCHASER as non-responsive Bid.

15.4 Unsuccessful Bidder's Bid Security Bond will be returned as promptly as possible but
not later than 30 days after the expiration of the period of Bid validity prescribed by
the PURCHASER.

15.5 The successful Bidder's Bid Security will be discharged upon the Bidders executing the
Order/Contract, and furnishing the performance bond.

15.6 The Bid security may be forfeited:

a) If a Bidder withdraws its Bid during the period of Bid validity specified by the
PURCHASER or

b) In the case of a successful Bidder, if he fails;

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(i) To sign the Contract/PURCHASE ORDER or
(ii) To furnish the 10% performance bond.

16.0 ACCEPTANCE OF INSTRUCTIONS:

The submission of a quotation will be regarded as signifying total acceptance by Bidder that
these instructions are accepted without exceptions, unless the exceptions are clearly stated
and quantified.

17.0 SELECTION OF BIDDER:

PURCHASER reserves the right to accept or reject in whole or in part any proposal.
PURCHASER will not be obliged to provide any reason for the non-acceptance of any bid.

18.0 LANGUAGE:

All quotations and any subsequent correspondence shall be in the English Language. It
should be noted that in the event of any PURCHASE ORDER resulting from this Request for
Quotation, all documents such as, but not limited to correspondence, drawings, data,
calculations, welding procedures, instruction manuals, test certificates and spare parts
recommendations shall also be in the English language.

19.0 NOTIFICATION OF AWARD:

19.1 Prior to the expiration of the period of Bid validity, the PURCHASER will notify the
Successful Bidder in writing by fax or telex, that its Bid has been accepted.

19.2 Upon the successful Bidder furnishing the performance bond the PURCHASER will
Promptly notify each unsuccessful Bidder and will discharge its Bid security.

20.0 SIGNING OF CONTRACT/ORDER:

20.1 At the same time as the PURCHASER notifies the successful Bidder that its Bid has
Been accepted, the PURCHASER will send the Bidder the Contract/PURCHASE
ORDER incorporating all agreements between the parties

20.2 Upon receipt of the Contract/PURCHASE ORDER, the successful Bidder shall sign
And date the Order/ Contract and return it to the PURCHASER (P.O.
Acknowledgement)

21.0 Environmental Management system requirements (attached).

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II TERMS AND CONDITIONS FOR PURCHASING

INDEX

1.0 DEFINITIONS
2.0 ACCEPTANCE OF PURCHASE ORDER/CONTRACT
3.0 FIRM PRICE
4.0 DELIVERY TERMS
5.0 TAXES, DUTIES AND BANK CHARGES
6.0 ATTACHMENTS
7.0 DELIVERY PERIOD
8.0 TERMINATION AND WAIVER
9.0 LIQUIDATED DAMAGES
10.0 PACKING AND TRANSPORTATION
11.0 SUPPLIER'S RESPONSIBILITY
12.0 PERFORMANCE WARRANTY
13.0 SUPPLIER'S GUARANTEES
14.0 CLAIMS
15.0 LIENS
16.0 PATENT INDEMNITY
17.0 LIABILITY AGREEMENT
18.0 OWNERSHIP AND RISK
19.0 GOVERNING LAWS
20.0 QUALITY SURVEILLANCE RESPONSIBILITY
21.0 EXPEDITING
22.0 ASSIGNMENT
23.0 CONFLICTING REQUIREMENTS
24.0 ENTIRETY OF AGREEMENT
25.0 APPLICABLE LAW
26.0 ARBITRATION
27.0 CHANGES
28.0 SUB-SUPPLIERS
29.0 GENERAL HEALTH,SAFETY AND ENVIROMENTAL EXHIBIT
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II. TERMS AND CONDITIONS FOR PURCHASING

THESE TERMS AND CONDITIONS SHALL BE PART OF THE ORDER AND CANCEL IN
THEIR ENTIRETY ALL PRINTED OR WRITTEN CONDITIONS OF SALE ESTABLISHED BY
THE SUPPLIER OR BY ANY TRADE ASSOCIATION, UNLESS OTHERWISE EXPRESSLY
STIPULATED BY PURCHASER WITHIN THE TEXT OF THE ORDER/CONTRACT.

1.0 DEFINITIONS:

1.1 In this Contract/Order, the following terms shall be interpreted as indicated:

(a) The Contract/Order means the agreement entered into between the
PURCHASER and the SUPPLIER, as recorded in the Contract/Order Form
signed by the parties, including all attachments and appendices thereto and all
documents incorporated by reference herein.

(b) The Contract/Order Price means the price payable to the SUPPLIER under the
Contract/Order for the full and proper performance of its contractual
obligations.

(c) The GOODS means all of the equipment, machinery, and/or other materials
which the SUPPLIER is required to supply to the PURCHASER under the
Contract/Order.

(d) Services means site services, such as installation, commissioning, provision of

technical assistance, training and other such obligations of the SUPPLIER
covered under the Contract/Order

(e) The OWNER means: SOPC.

(f) The PURCHASER means: SOPC, ENPPI’S action on behalf of SOPC.

(g) The SUPPLIER means the person, firm or company with whom the
Contract/Order is placed.

(h) ENPPI means Engineering for the Petroleum and Process Industries which has
been engaged by SOPC to provide detailed engineering, procurement, and
overall project management.
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(i) Force Majeure means: Wars (whether declared or not), invasion by foreign
enemies, rebellion, revolution, insurrection or military or usurped power, civil war,
riots, fires, epidemics, government priorities, flood or any other operation of the
forces of nature to the extent the performance of the order/contract is affected
thereby.

The following reasons are not considered as Force Majeure reasons and, therefore, the
liquidated damage clause 9.0 hereinafter shall be applied:

* Delays by the SUPPLIER in purchasing

* Delays in delivery by sub-suppliers
* Rejection due to defects in materials and/or workmanship
* Strikes not declared by unions

2.0 ACCEPTANCE OF PURCHASE ORDER/CONTRACT:

The order/contract is conditional on SUPPLIER's acceptance of all Terms and Conditions

thereof.

The SUPPLIER agrees that these terms and Conditions apply and govern to the exclusion of
all others including his sales conditions.

3.0 FIRM PRICE:

All prices are firm and not subject to escalation during order lifetime and include all
requirements of the order/contract.

4.0 DELIVERY TERMS:

All delivery terms used in the order/contract and all deliveries made are to be in accordance
with last edition of Incoterms, as issued by the International Chamber of Commerce in Paris
and any subsequent addendum issued prior to the date of the order/contract.

5.0 TAXES, DUTIES AND BANK CHARGES:

5.1 All taxes duties and bank charges which may be incurred in the territory of the Arab
Republic of Egypt (A.R.E.) on payments due to the SUPPLIER or to his personnel as
well as Letter of Credit, customs duties on the delivered goods supplied under the
order/contract shall be paid and borne by PURCHASER.

5.2 All taxes, duties and bank charges which may be incurred up to and including F.O.B.
Port of Export in connection with the order/contract shall be paid and borne by the
SUPPLIER.
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6.0 ATTACHMENTS:

Any specifications, data sheets, drawings, forms, or other documents attached to or referred
to in the order/contract or its attachments are by this reference expressly incorporated into
and made an integral part of the order/contract.

7.0 DELIVERY PERIOD:

The supplier shall deliver the GOODS by the delivery date. If the SUPPLIER fails to deliver
the GOODS or any portion thereof by delivery date due to his fault, SUPPLIER shall pay to
the PURHCHASER as liquidated and ascertained damages for such default and not as a
penalty for the period of delay between the delivery date and the date of actual delivery of the
GOODS at the sum of 1% (one percent) of the value of the goods delay (for bulk materials)
or of the total PO value (for packages) per entire week of delay (with part weeks calculated
prorata) up to the maximum aggregate amount of 5% (five percent) of the Contract /Order
Price. Should the SUPPLIER not be able to deliver the GOODS within the period ending on
the date that maximum liquidated damages have been incurred, then upon expiry of such a
period PURCHASER shall be entitled to terminate this Order whereupon the SUPPLIER
shall be liable to forfeiture of its (Performance Bond) and the purchaser shall be entitled to
procure from other sources, upon such terms and in such a manner as it deems appropriate,
any goods similar to any of the GOODS remaining undelivered and if PURCHASER does
so, SUPPLIER shall be liable to PURCHASER for any excess costs of such similar GOODS
over and above the Contract/Order Price.

If for any reason the PURCHASER is unable to accept delivery of the GOODS on or after
the delivery date, (this needs to be a defined term) the SUPPLIER shall (i.e. not just may)
store the GOODS, safeguard them and take all such steps as may be necessary to prevent
their deterioration and in such an event the PURCHASER shall where such storage exceeds
45 (calendar) days be obliged to reimburse the SUPPLIER the reasonable cost (including
insurance) of such excessive storage.

8.0 TERMINATION AND WAIVER:

8.1 If the SUPPLIER commits fundamental breach of these Terms and Conditions or
becomes subject to bankruptcy, insolvency or receivership proceedings or where
applicable, has received a judicial declaration of suspension of payments or shall pass a
resolution for winding up (other than for the purposes of amalgamation or
reconstruction) or a Court shall make an order/contract to that effect against it or shall
enter into any composition or arrangement with its creditors, the PURCHASER may in
exclusion of its other rights and remedies or any part thereof terminate the order/contract
forthwith.

8.2 A waiver on the part of the PURCHASER or SUPPLIER of any breach of any term,
provision or condition of the order/contract shall not constitute a precedent nor bind
either party hereto to a waiver of any succeeding or other breach of the same or any other
term, provision or condition of the order/contract, or any other order/contract between
PURCHASER and SUPPLIER.
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8.3 In the event of termination of the Contract/Order Suppliers's liability shall be limited to
refund any payments received upon purchaser's returning to supplier any goods far
deliver and cover cost of covering the purchase elsewhere, to a max. of 20% of contract.

9.0 LIQUIDATED DAMAGES

For reasons due to supplier's fault the Supplier fails to deliver the Goods within the time
period(s) specified in the Contract/Order, the PURCHASER shall, deduct from the
Contract/Order Price, as liquidated damages, a sum equivalent to (1%) one percent of the
total Contract/Order value for each complete week of delay until actual delivery or
performance, up to maximum deduction (5%) five percent of total Contract/Order price.

10.0 EXPORT PACKING

The goods shall be carefully packed and protected in appropriate packages to ensure adequate
protection to prevent their damage during transit, rough handling and exposure to extreme
temperatures and salty humid atmosphere.

The cost of all packing, boxing and carriage, etc... is included in the price specified on the
face of the order/contract unless otherwise specifically agreed to elsewhere in the
order/contract.

The protection and packaging are deemed to be non returnable unless otherwise agreed in
writing by PURCHASER.

11.0 SUPPLIER'S RESPONSIBILITY:

SUPPLIER is and shall be fully responsible for the design and construction of items in the
order/contract and for compliance with all applicable data sheets, specifications and codes.
SUPPLIER shall submit documentation to PURCHASER for review and/or approval.
PURCHASER's review and comments on the documentation shall not relieve or discharge
SUPPLIER either expressly or by implication from the responsibilities and obligations of
SUPPLIER under the order/contract.

We would prefer the following wording to this clause "SUPPLIER shall be solely responsible
for designing, manufacturing, testing and shipping the GOODS strictly in accordance with
the Contract/Order as the same may be varied by the PURCHASER pursuant to Clause 27.
The GOODS and all the components thereof shall conform to the codes and standards
specified in the Contract/Order or, if not code or standard is mentioned, then to the latest issue
of such codes and standards as are customarily complied with in the international oil and gas
industry. SUPPLIER shall submit to the PURCHASER for its review and approval or
comments or to any person employed or appointed by the PURCHASER for that purpose
(and notified by the PURCHASER), such documents and other information at such times as
in either case is specified in the Contract/ORDER or may reasonably be required by the
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PURCHASER for the purposes of evidencing that the Contract/Order is being complied with
and/or the PURCHASER’S requirements are being met.

12.0 PERFORMANCE WARRANTY:

SUPPLIER warrants that all items furnished will be fit for the service specified and of
sufficient size and capacity and of proper materials to perform properly in the services and
for the operating conditions specified in the referenced technical specification.

13.0 SUPPLIER'S GUARANTEES:

All goods furnished by the SUPPLIER (irrespective of whether engineering design data or
information has been incorporated in the order/contract or has been furnished, reviewed or
approved by the PURCHASER) are guaranteed by the SUPPLIER to be brand new, of
appropriate quality and workmanship of their respective kinds unless otherwise authorized in
writing by PURCHASER, shall be free from faulty design, shall be of sufficient size and
capacity and of proper material.

If any trouble or defect due to faulty with the design, materials workmanship or operating
characteristics of any goods arises at any time up to one (1) year operation of the goods in the
facilities in which it is incorporated, or twenty four (24) months from the date of Ex-work
shipment (whichever period expires earlier) and the SUPPLIER is notified thereof, subject as
hereinafter provided, the SUPPLIER shall, at its own expense promptly make such
alterations, repairs and replacements as may be necessary to permit the goods to function in
accordance with the specifications and to comply with the above warranting

Provided that the purchaser remedies are expect properly should SUPPLIER fail after
reasonable notice to proceed promptly with the repair or replacement of the defective goods,
or parts thereof, then PURCHASER may repair or replace such defective materials, or parts
thereof, and charge all related direct costs to the SUPPLIER WITHOUT voiding the
therein. The rights and remedies of GUARANTEE PURCHASER provided in this condition
are in lieu of any other rights or remedies provided in law, equity, or under the order/contract
is mutually agreed that a trouble or defect cannot be adequately.

In the event that PURCHASER decides that the consequence of any such trouble or defect
cannot adequately be remedied as aforesaid, the PURCHASER shall direct that the defective
goods be promptly removed at the SUPPLIER's expense, or the PURCHASER may, at his
option, elect to accept the defective goods with an adjustment in the purchase price. In the
case of removing the defective goods the SUPPLIER shall at the PURCHASER's option, but

Without cost to the PURCHASER, either immediately furnish proper goods (including,
where appropriate, the removal of the defective goods and the installation of such proper
goods) or refund to the PURCHASER such portion of the purchase price as shall have been
paid and any additional actual cost.

In the event of any rectification work as aforesaid, the above warranty shall apply to such
rectification work, and the goods or parts thereof, that are connected and/or affected by the
rectification work, for a period of twelve (12) months operation after the completion of such
rectification work or until expiry of the above mentioned warranty periods whichever period
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expires later. The PURCHASER shall have the benefit of the foregoing warranty. The
foregoing warranties shall be without prejudice to any other rights which the PURCHASER
may have against the SUPPLIER in respect of any breach of the Terms and Conditions of the
order/contract.

14.0 CLAIMS:

In consideration of the issuance of the order/contract, SUPPLIER hereby waives and releases
any and all claims against PURCHASER arising out of or in any way connected with any
action or claim made or brought against SUPPLIER by OWNER in connection with the
goods furnished hereunder.

15.0 LIENS:

SUPPLIER shall not claim any liens, attachments or other similar claims in connection with
the goods and shall defend and indemnify the PURCHASER (and OWNER) against any and
all liens, attachments or other similar claims.

16.0 PATENT INDEMNITY:

SUPPLIER hereby warrants that the use or sale of the goods delivered hereunder will not
infringe any patent rights related to such goods and SUPPLIER shall indemnify the
PURCHASER and the OWNER (including their successors, assignees, vendees, and users of
the goods) against any action, claim or demand, costs and expenses, arising from or incurred
by reason of any infringement or alleged infringement of any patent, registered design, (to the
extent that the design for such goods is not furnished by PURCHASER)), trade mark or
name, copyright or any other protected rights in respect of any goods supplied, or any
arrangement, system or method of using, fixing or working used by the SUPPLIER.In the
event of any claim or demand being made or action brought against the PURCHASER or
OWNER (including any of their successors, assignees, vendees, and users of the goods) in
respect of any of the aforesaid matters the SUPPLIER shall be notified thereof immediately
and the SUPPLIER shall, at the request of OWNER and/or PURCHASER, conduct at its
own expense all negotiations for the settlement of the same and/or litigation which may arise
there from.

If the PURCHASER or OWNER decides to conduct such negotiations or litigation itself,

SUPPLIER shall, at its own expense, render all required assistance.

SUPPLIER shall in such event have the right to be represented by advisory counsel of its
own selection.

17.0 LIABILITY AGREEMENT:

17.1 The SUPPLIER shall defend and hold the PURCHASER and the OWNER or either of
them (including their successors, assignees, vendees and users of the goods) harmless
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for all claims and liability for injuries to, and/or death of, any and all persons and for
loss of and/or damage to property caused in whole or in part by the negligence or
willful acts of SUPPLIER in connection with the goods furnished hereunder, including
without limitation, the installation, erection, repair, adjustment or operation thereof.

Not withstanding the foregoing the SUPPLIER shall if he elects to utilize materials,
tools, equipment or facilities made available to SUPPLIER by PURCHASER or
OWNER, for use by the SUPPLIER and not to be incorporated in the work, as
additional consideration, defend and save PURCHASER and OWNER, or either of
them (including their successors assignees vendees and users of the goods) harmless
from all claims and liability for injuries to, and/or death of any and all persons , and for
loss of and/or damage to property resulting from or by reason of the SUPPLIER'S
utilization thereof and/or negligence.

17.2 In any case where it is necessary for employees, subcontractors, agents or

representatives of the SUPPLIER to go upon the premises of the PURCHASER or the
OWNER, the SUPPLIER agrees to assume full responsibility for the proper conduct of
such employees, subcontractors, agents or representatives while on said premises and
also to comply with all applicable Worker's Compensation laws,
with all relevant requirements of any applicable government regulations or ordinances
or other generally binding instruments, and with all site rules and regulations,
particularly in regard to safety precautions and fire hazard. If the order/contract
requires the SUPPLIER to furnish labor in connection with erection or installation of
the goods at the site, the SUPPLIER shall furnish the PURCHASER with a certificate,
or other evidence satisfactory to the PURCHASER, indicating that such labor is
adequately covered by Worker's Compensation Insurance or comparable types of
insurance with limits acceptable to the PURCHASER.

18.0 OWNERSHIP AND RISK:

18.1 Ownership of the goods to be supplied by the SUPPLIER hereunder shall pass to
The PURCHASER, without prejudice to the PURCHASER'S right of rejection, when
such goods have been allocated to the order/contract and are within the percentage of
any down payments made to the SUPPLIER.
18.2 Notwithstanding the above, unless anything to the contrary is provided for herein, the
goods shall be at the SUPPLIER'S risk until delivered as specified in the order/contract
terms.

19.0 GOVERNING LAWS:

SUPPLIER shall observe and comply with all applicable laws ordinances, codes, and
regulations, including those provisions of the Occupational Safety and Health Act and its
regulations and shall indemnify PURCHASER and OWNER from and against all liability
including civil fines and penalties for any violation of such laws, ordinances, codes and
regulations.
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20.0 QUALITY SURVEILLANCE RESPONSIBILITY:

20.1 SUPPLIER shall have sole responsibility for the inspection of all material, equipment,
supplies and other items furnished by SUPPLIER to ensure that they conform in each
and every respect to the requirements of the order/contract and accord with good
design, engineering and fabrication practices.

This inspection includes work in shops of SUPPLIER's sub-suppliers as well as work

in SUPPLIER's plant.

PURCHASER and/or his authorized representative and the OWNER shall have the
right to inspect any work wherever situated for conformance to the order/contract and
to verify progress of the work. Items requiring quality surveillance by either
PURCHASER or the OWNER and shipped without quality surveillance authorization
will be considered rejected until such time that they have been inspected and accepted
by either PURCHASER or the OWNER at their destination. Neither inspection nor
acceptance nor waiving of inspection by PURCHASER or the OWNER shall relieve
SUPPLIER of his inspection responsibility or any of his obligations, including
warranties under the order/contract.

20.2 SHOP QUALITY SURVEILLANCE NOTIFICATION:

If required by the order/contract, SUPPLIER shall notify PURCHASER by

telex/fax of readiness for inspection in his plant. SUPPLIER's notification shall be
TWO full weeks before submission for inspection and must be acknowledged by
PURCHASER. SUPPLIER's telex/fax must state

1. PURCHASE ORDER/contract number

2. Location of shop
3. Shop personnel to contact
4. Item or items ready for inspection

In the event materials/documentation are not presented for inspection as previously

notified by the supplier the cost of such abortive visit shall be borne by the supplier.

21.0 EXPEDITING:

The goods furnished under the order/contract, including all warranty work, shall be subject to
expediting by the PURCHASER. PURCHASER's representatives shall be afforded free
access during working hours to SUPPLIER's and sub-supplier's plants for expediting
purposes. As required by PURCHASER, SUPPLIER shall provide schedules, progress
reports and un-priced copies of SUPPLIER's PURCHASE ORDER/contracts and
subcontracts for PURCHASER’S use in expediting. SUPPLIER shall notify PURCHASER
in writing of any action or anticipated delays immediately upon discovery. Such notice shall
include an estimated period of delay, cause, and corrective actions being taken.
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22.0 ASSIGNMENT:

SUPPLIER shall not assign the order/contract in whole or in part without PURCHASER's
prior written consent. SUPPLIER shall not assign any money due or to become due
hereunder for direct payments to third parties without PURCHASER's prior written consent.
No contractual relation between any third party and PURCHASER shall be created as a result
of the order/contract.

23.0 CONFLICTING REQUIREMENTS:

Should any requirement or provision of the order/contract or its attachments conflict with any
other requirement or provision, it is the SUPPLIER's responsibility to give PURCHASER
written notice of such conflict for resolution. If SUPPLIER proceeds without requesting
resolution of such conflict, PURCHASER's decision as to the governing requirement shall be
final, and all costs incurred in correcting SUPPLIER's erroneous interpretation are for
SUPPLIER's account.

24.0 ENTIRETY OF AGREEMENT:

The order/contract and its attachments and references contain the entire agreement between
PURCHASER and SUPPLIER. Additional or new terms contained in the order/contract
which vary from SUPPLIER's offer are deemed accepted by SUPPLIER.

All previous proposals, offers, and other communications relative to the order/contract, oral
or written, are hereby superseded, except to the extent that they have been expressly
incorporated into the order/contract. No future waiver of or exception to any of the terms,
conditions, or provisions of the order/contract shall be considered valid unless introduced to
the PURCHASER in writing.

25.0 APPLICABLE LAW:

The order/contract shall be governed and construed by the law of the Arab Republic of
Egypt.

26.0 ARBITRATION:

If at any time there shall be any dispute or failure to agree between the parties in connection
with the order/contract or breach thereof this shall first be referred to the parties for an
amicable settlement and in the event that such referral fails, it shall be referred to arbitration
under the Rules of the Regional Center of Commercial Arbitration in Cairo, A.R.E. by
arbitrators appointed in accordance with the said Rules.

The arbitration shall be held in Cairo, A.R.E. The award of the arbitration shall be final and
binding on the parties. The arbitration will be conducted in English and/or Arabic Language.
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27.0 CHANGES

Supplier shall make no change in the order/contract without PURCHASER's written consent.
PURCHASER may alter order quantities and specifications at any time. If PURCHASER
initiated changes effect price or delivery supplier shall give PURCHASER a written notice of
the effect of such changes as soon as possible, but in no event later than two weeks from the
date the change was proposed.

Any price change not covered by a previously established price agreement shall be agreed to
by PURCHASER and Supplier.

28.0 SUB-SUPPLIERS

List of sub-suppliers to be submitted during bid and variations to be approved by

PURCHASER
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III ATTACHMENTS:

- BID SUMMARY LIST

- GUIDE FOR THE BID SUMMARY LIST

- BID SECURITY FORM (BID BOND)

- FORMAT OF PERFORMANCE BOND LETTER OF GUARANTEE

- LETTER OF GUARANTEE TO COVER DOWN PAYMENT (FORM).

- CERTIFICATE FOR PROGRESS PAYMENT.

ENPPI Page 24 of 33
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ENPPI

BID SUMMARY LIST

Page 1 of 2

NAME OF BIDDER: PROJECT:

RFQ NO. : CLIENT :
DESCRIPTION : DATE :

COUNTRY
QUOTATION DATE
QUOTATION VALID UNTIL
QUOTATION REFERENCE NO.
SHOP LOCATION
CURRENCY

ITEM UNIT QTY DESCRIPTION UNIT TOTAL

NO. PRICE PRICE

TOTAL QUOTED COST EX-WORK (1)

NOTE: IN CASE OF DISCREPANCY BETWEEN UNIT PRICE AND TOTAL PRICE, THE
UNIT PRICE SHALL PREVAIL
ENPPI Page 25 of 33
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ENPPI
BID SUMMARY LIST
Page 2 of 2

NAME OF BIDDER: PROJECT:

RFQ NO. : CLIENT :
DESCRIPTION : DATE :

TOTAL QUOTED COST EX-WORK (1)

COMMISSIONING AND START UP SPARES (2)
PACKING/MARKING (3)
F.O.B. CHARGES (4)
EXTRAS (DOCs, TESTS, INSP, ...ETC) (5)
TOTAL QUOTED COST F.O.B. (6)
RATE OF EXCHANGE (7) (NOT APPLICABLE)
TOTAL F.O.B. US $ (8)
FREIGHT CHARGES (9)
TOTAL QUOTED COST CFR IN US $ (10)
TERMS OF PAYMENT (11)

QUOTED DELIVERY (12)

QUOTED TWO YEARS SPARE (13)
SUPERVISION RATE PER 10 HRS/DAY,
7 DAYS/WEEK (14)
SUPERVISION RATE (OVERTIME) PER HR (15)

SIGNATURE OF BIDDER

NAME

TITLE
ENPPI Page 26 of 33
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ENPPI
GUIDE FOR THE BID SUMMARY LIST

-TOTAL QUOTED COST EX-WORK (1)

This represents the total sum of the complete scope of supply as detailed in the Material Requisition
"MR" Detailed unit and total price for each item to be given in the first sheet Page 1 of 2 (use more
Than one page if needed)

-COMMISSIONING AND START-UP SPARES (2)

The cost of supplier recommended spare parts required during the commissioning and start-up of the
Equipment at Project Job site/EGYPT

-PACKING/MARKING (3)

Cost to cover the export packing and the marking of goods.

-FOB CHARGES (4)

The cost required to get the material/equipment from Ex-Supplier facilities up to the board of the
Nominated vessel including loading, inland transport, port fees, legalization of documents,etc
Supplier's obligation shall be as per Incoterm 2000 and its addenda.

-EXTRAS (5)

The item is to cover the cost of:

-Engineering Documents
- Operation and Maintenance Manual
- Tests required as per the min. quality surveillance data sheets, witnessed by the
purchase
- Test Certificates.

-THE TOTAL QUOTED COST FOB (6)

This represent the total sum of the quoted cost from position (1) through (5) i.e. the total of (1) + (2)
+ (3) + (4) + (5)
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-RATE OF EXCHANGE (7) (NOT APPLICABLE)

In case that supplier quoted in his local currency then a confirmed exchange rate against the US
Dollars should be quoted. This rate shall be fixed and firm and not subject to any escalation.

-TOTAL FOB IN US DOLLAR (8) (NOT APPLICABLE)

The total quoted cost of item (6) shall be in U.S. Dollars only.

-FREIGHT CHARGES (9)

The confirmed freight charges to transport the material and/or equipment from the port of export to
Alex. port of EGYPT based on linear in free out.

-TOTAL QUOTED COST CRF IN US DOLLAR (10) (NOT APPLICABLE)

This represent the total sum of the quoted cost of positions (8) and (9), i.e. the sum of (8) + (9)

-TERMS OF PAYMENT (11)

See Commercial Condition.

-QUOTED DELIVERY (12)

The best quoted delivery for the supply of all equipment/materials and documentation in weeks FOB
Port of Export measured from the date of receiving the FAX of Commitment.

-QUOTED TWO YEAR SPARE (13)

The cost of the recommended spare parts necessary for one year following the 12 (twelve) months
warranty period (not to be included in the total quoted price).

-SUPERVISION RATE (14)

The composite daily rate for 10 Hrs per day for 7 days per week for the supplier service engineer at
job site (EGYPT) to perform the commissioning and start-up activities. Accommodation
"site based" and travel expenses shall be paid by purchaser and are not to be included in the
Composite daily rate.
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-SUPERVISION RATE (OVERTIME) (15)

Rate per hour for the time exceeding the time mentioned in item (14) above.

GENERAL REMARKS

1. Please do not leave blanks, either quote "PRICE" or quote "COST INCLUDED" to avoid
putting a very high estimate cost in the un-filled slots (items).

2. Alternative proposal to be quoted separately and to be marked "ALTERNATIVE

PROPOSAL"

3. Use the first page (1 of 2) as many as needed to cover all the quoted items.

4. Authorized bidder's executive shall sign and stamp the Bid Summary List.

5. In case of discrepancy between unit price and total price, the unit price shall prevail.

6. In case of not quoting commissioning/start up spares it shall be understood that in case of

needs
they shall be provided "Free of Charge"

7. Do not quote "to be agreed" for terms of payment (11) and/or quoted delivery (12).
ENPPI Page 29 of 33
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BID SECURITY FORM

(BID BOND)

BID LETTER OF GUARANTEE NO.

With reference to the tender of Messrs: ENPPI

In connection with the RFQ No.:

For the supply of

We hereby undertake to hold at your disposal, as provisional deposit, free of interest and payable in
cash on your first demand, and notwithstanding any contestation by the tenders or any third party or
our bank the sum of U.S.$ (only ).

This undertaking remains in force until a decision is taken on the tender and (in event of the whole or
part of the tender being accepted) until such time as the above mentioned tenders have provided such
final guarantee deposit as may be required by you, but will in any case automatically expire on the
/ /200 .

Consequently, any claim in respect thereof should be made to us by the ( ) at the latest, should
we receive no claim from you by that date, our liability will cease, "IPSO FACTO" and the present
letter of guarantee definitely become null and void.

Please return to us this letter of guarantee on expiry date, for the cancellation.

---------------------------
(Signature of the Bank)
ENPPI Page 30 of 33
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FORMAT OF PERFORMANCE BOND

LETTER OF GUARANTEE

To: ENPPI
1 (A) Ahmed El-Zomor Street
El-Hay El-Thamen, Nasr City
Cairo, Egypt

WHEREAS

Hereinafter called "the Supplier" has undertaken, in pursuance of Order NO. dated, ______
19___, to supply _____________ hereinafter called "the Order".

AND WHEREAS it has been stipulated by you in the said PURCHASE ORDER that the Supplier
shall furnish you with a Bank Guarantee by a recognized bank for the sum specified therein as
security for compliance with the Supplier's performance obligations in accordance with the A/M
PURCHASE ORDER (P.O.).

AND WHEREAS we have agreed to give the Supplier a Guarantee:

THEREFORE WE hereby affirm that we are Guarantors and responsible to you, on behalf of the
Supplier, up to a total of (Amount of the Guarantee in Words and Figures) and we undertake to
pay you, upon your first written demand and without cavil or argument or protestation of any third
party or the bank any sum or sums within the limits of (Amount of Guarantee) as aforesaid,
without your needing to prove or to show grounds or reasons for your demand or the sum
specified therein.

This guarantee is valid until the __________ day of _______ 19__

Signature and Seal of the Guarantors

____________________________________

____________________________________

____________________________________
Date ________________________

Address _____________________
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FORM OF LETTER OF GUARANTEE TO COVER DOWN PAYMENT

To: ENPPI
1 (A) Ahmed El-Zomor Street
El-Hay El-Thamen, Nasr City
Cairo, Egypt

Dear Sir,

With reference to the PURCHASER ORDER No. ---------------------------------------------------

signed on ---------------------- between -------------------------------------------------------------------
-----------------------------------and ----------------------------------------------------------in relation to
Undersigned, hereby irrevocably and unconditionally guarantee the Supplier up to the sum of
--------------------$ (say:-------------------------------) to indemnify your first payment of the (---)
percent (--) portion of the price stated in the above mentioned Order and we undertake to pay to
you any amount you may claim up to the total amount of this letter of guarantee being
------------------------------------------$ (say:---------------------------) on your first demand in writing
without notice or any other conditions or restrictions and not withstanding any contestation by
Supplier or any third party or our bank.

This letter guarantee will remain valid up to -----------------------------------

No claim under this guarantee shall be accepted if not presented to us in writing on or before
expiry date.

Please return to us this letter of guarantee on expiry date for cancellation.

BANK
ENPPI Page 32 of 33
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CERTIFICATE FOR PROGRESS PAYMENT

P.O. NO. :

SUPPLIER:

This to certify that all the major drawing / documents pertained to the A/M PURCHASE ORDER
have been received and approved Code (1).

This certificate to be used by the supplier as payment documents for the 5% (five percent) through
the respective letter of credit.

PURCHASER AUTHORIZED SIGNATURE:

DATE: