Article 8 Layout

8.1 Layout. The Purchaser will transmit as soon as possible (and in any case not later than within thirty (30) days after the Commencement Date) the information as set out in Contract Schedule D, which is necessary for the preparation of the Layout. Within thirty (30) days, or such other period as agreed by the Parties, from receipt of such information the Supplier will provide the Purchaser with the Layout. If the Purchaser does not object in writing within fifteen (15) days from receipt of the Layout, such Layout shall be final.

8.2 Corrections to the Layout. If the Purchaser ascertains that the Layout of the Plant does not conform to the indications given to the Supplier or is incomplete, it will return the respective documentation together with its observations to the Supplier within 30 days from receipt of the Layout. The Supplier shall make the necessary corrections within 15 days and will send the corrected Layout to the Purchaser at its own expense.
If the Purchaser objects in writing within 15 days from receipt of the corrected Layout to the Supplier, then the Parties’ representatives shall convene within 15 days to agree on the final Layout.

Article 9 Technical Documentation

9.1 Technical Documentation to be provided by the Supplier. The Supplier will provide the Purchaser with the Technical Documentation, which is listed in Annex 4 in accordance with the timing set out in such Annex and in the Time Schedule.

9.2 Corrections to the Technical Documentation. If an error or omission in the Technical Documentation is discovered before Taking Over, any additional cost for work or material resulting from the error or omission shall be for the account of the Supplier. However, if errors are caused by inaccurate or incomplete information from the Purchaser, the Purchaser shall reimburse the Supplier for all costs incurred in this respect.

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9.3 Use of Technical Documentation. The Technical Documentation can be used only for the purpose of operating and maintaining the Plant.

Article 10 Supply of the Equipment

10.1 Deadlines for shipping. The Supplier agrees to ship the Equipment, in accordance with Article 11 hereunder, within the deadlines set out in the Time Schedule.

10.2 Storage. If the shipment cannot be effected at the date defined in the Time Schedule due to reasons for which the Purchaser is responsible, the Supplier shall be entitled to store the Equipment at the Purchaser’s risk and expense in suitable premises.

Article 11 Shipment – Packing – Marking

11.1 Reference to Incoterms. Any reference to trade terms in this Contract is deemed to be a reference to the Incoterms.

11.2 Shipment. Unless otherwise agreed (particularly in Contract Schedule E), the Supplier will deliver the Equipment according to the Incoterm “Carriage and Insurance Paid to” (CIP). In case the Parties have not specified otherwise in Contract Schedule E, the Site will be the named place of destination.

11.3 Packing. The Supplier will provide, at its expense, such packing as is usual for the respective Equipment and is suitable for the agreed means of transportation and for the foreseeable conditions of storage at the destination.

11.4 Marking – Packing list and other documents. Details regarding marking, packing list and other documents are contained in Contract Schedule E.

11.5 Transfer of risk. The risk of loss or damage to the Equipment will be transferred to the Purchaser in accordance with the applicable Incoterm.

Article 12 Taking delivery of the Equipment

12.1 Taking delivery of the Equipment. The Purchaser shall take delivery of the Equipment at the agreed place of destination. If the place of destination is other than the Site (e.g. a port in the Country), the Purchaser shall be responsible for the transportation from such place of destination to the Site.

12.2 Examination of the Equipment. The Purchaser shall examine the Equipment at the place where he has to take delivery as soon as possible and in any case not later than ten (10) days after the Equipment arrives at the place of destination.
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The Purchaser shall, in particular, check that the packing is not damaged and that all the Equipment indicated in the respective shipping lists has been received and has not been damaged.

12.3 Notification. The Purchaser shall notify the results of the above examination of the Equipment, by registered letter with return receipt or by fax followed by registered letter with return receipt or by courier, within ten (10) days of the examination.

12.4 Joint examination of the Equipment at arrival. The Supplier is entitled to take part, through a representative, in the examination indicated in Article 12.2. If the Supplier informs the Purchaser that it desires to take part in such examination, the Purchaser shall give timely notice of the arrival of the Equipment and the date fixed for the examination. In case of joint examination the Parties will make a protocol indicating the results of such examination, which protocol will be signed by both Parties. Such protocol replaces the notification indicated under Article 12.3.

12.5 Missing or damaged Equipment. If it appears that certain Equipment is missing or damaged:

  1. the Purchaser shall attempt to limit the damage by taking suitable measures;
  2. the Purchaser shall not return, or attempt to repair the Equipment without the Supplier’s prior written consent;
  3. the Parties shall consult each other in order to agree upon the repair or replacement of missing or damaged Equipment and to evaluate the impact of such occurrence upon the Time Schedule. If it is not clear from the circumstances that the loss or damage is the Supplier’s responsibility (or that it occurred before the risk passed to the Purchaser), the Purchaser shall bear the cost and risk relating to the above repair or replacement, provided that if it should subsequently be determined that the Supplier was responsible, the Supplier shall reimburse the above costs;
  4. the Purchaser shall immediately notify the event of loss or damage both to the insurance company as indicated in the transportation insurance policy, if any, and to the carrier; and give notice thereof without any delay to the Supplier.

Article 13 Spare parts, raw materials and components

13.1 Spare parts. The spare parts indicated in Annex 2-B are included in the Contract Price.

13.2 Cost of spare parts. Any further spare parts may be supplied, on request of the Purchaser, at the price in force at the time of receipt of the request, for a period of 10 years from Taking Over.