Contract No. …./ESO/12/48937/ADEL for the Supply of LPG to the

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

Contract No. …./ESO/12/48937/ADEL for the Supply of LPG to the

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