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PT INDONESIA ASAHAN ALUMINIUM (Persero)

BIDDING DOCUMENTS

For

ANODE SLOT CUTTING MACHINE

PT. Indonesia Asahan Aluminium (Persero)

(refer as INALUM)

Smelting Plant, PO BOX 1, Kuala Tanjung, North Sumatra

Indonesia

2014

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INSTRUCTION TO BIDDERS

1. Bids are to be submitted in complete accordance with Technical Specifications (Annexure - I), Tender

Documents Commercial & other Attachments.

2. The following documents are enclosed

i) Annexure-I - Technical Specification

ii) Annexure-II - Special Instruction to Bidders

iii) Annexure-III - Terms and Conditions

iv) Annexure-IV - Price Schedule Format

3. Bids are to be submitted in two parts in sealed envelopes as follows:

PART-I BID- Two sets of Un-priced Bids containing technical details, drawings, data sheets,

catalogues/ literatures, Proof of credentials, past experience, financial standing, commercial

details including price schedule but without price figures. The envelope should be super scribed

“ PART-I BID FOR ANODE SLOT CUTTING MACHINE REF No. 2045107

PART-II BID- Two sets of Price Bids as per price Schedule Format attached with the Tender

Documents. The envelopes should be super scribed “ PART-II BID FOR ANODE SLOT CUTTING

MACHINE REF No. 2045107

The Price Schedules in Part-I and Part-II Bids shall be identical in all aspect, except that Part-I Bid

should not contain the price figures. The two envelopes containing part-I & II of bids separately

should be enclosed in a large envelope duly sealed and super scribed “PART-I AND PART-II BID

FOR ANODE SLOT CUTTING MACHINE REF No. 2045107

4. All direct and indirect costs associated with preparation and submission of bid (including

clarification meetings and site visit, if any) shall be to bidder’s account and INALUM will in no

case, be responsible or liable for these costs, regardless of the conduct or outcome of the

bidding process

5. The Bidder is expected to examine all instruction, forms, terms and specification in the Bidding

Documents. The Bidding Documents together with all its attachment thereto, shall be

considered to be read, understood and accepted by Bidder, unless deviations are specifically

stated in seriatim (giving reference s. no. of Bidding Documents) by the Bidder. Failure to furnish

all information required by the Bidding Documents or Submission of a bid not substantially

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responsive to the Bidding Document in every respect will be at Bidder’s risk and may result in

the rejection of his bid.

6. The bid prepared by the Bidder and all correspondence/ drawings and documents relating

to the bid exchanged by Bidder and INALUM shall be written in ENGLISH language. Any

printed literature furnished by the Bidder written in another language should be

accompanied by an ENGLISH translation. In case of any conflict, for the purpose of interpretation

of the bid, the ENGLISH translation shall govern.

7. The Bidder shall prepare required number of copies of the bid, clearly marking each

‘Original Bid’ and ‘Copy of Bid’ as appropriate. In the event of any discrepancy between them,

the ‘Original Bid’ shall govern.

8. The original and all copies of the bid shall be typed or written in indelible ink and shall be

signed by the Bidder or a person duly authorized to bind the Bidder to the Contract. The

name and position held by each person signing must be typed or printed below the

signature. The person or persons signing the bid shall initial all pages of the bid, except

for un-amended printed literature.

9. The complete bid shall be without alterations, interlineations or erasures, except as may be

necessary to correct errors made by the Bidder, in which case such corrections shall be rewritten

& initialed by the person or persons signing the bid.

10. In order to avoid discrepancies and ambiguities in all aspects, all Bidders are invited to attend a

briefing tender and Site Observation at 10.00 (Jakarta Time), Main Office Smelting Plant PT.

Inalum, Kuala Tanjung, Batu Bara Regency , North Sumatra Province, Indonesia , on June 25

2014. In the presence of Bidder’s representatives, if any present, duly authorized by a

competent person and having the Letter of Authority. The Bidder’s representatives, who are

present, shall sign a paper evidencing their attendance. The briefing tender and site

observation is a must and un-presence will not be entertained and be rejected.

11. The Part - I & Part - II Bids complete in all respect and duly super scribed are to be submitted

directly to main office of PT. Indonesia Asahan Aluminium PO BOX 1 Kuala Tanjung, Batu Bara

Regency, North Sumatra Province, Indonesia by 12.00 hrs (Jakarta Time) of July 22, 2014 at

the latest, attention to Mr. Suryadi Munir, General Manager-Procurement Department. The

Part - I - Un-priced Bid shall be opened at 14:00 Hrs (Jakarta Time) in the same day. In the

presence of Bidder’s representatives, if any present, duly authorized by person and having the

Letter of Authority. The Bidder’s representatives, who are present, shall sign a paper

evidencing their attendance. The presence is a must and un-presence will not be

entertained and be rejected.

12. Technical specifications should be strictly as per Annexure - I - Technical Specification

enclosed. In case of any deviation, please furnish the same clause-wise, under the head

“Technical Deviations”. Any deviation mentioned elsewhere in the offer will not be

considered

13. BID SHALL BE KEPT VALID FOR A PERIOD OF 3 (THREE) MONTHS FROM THE BID DUE DATE/

EXTENDED DUE DATE

14. Delivery term of equipments shall be in DDP Kuala Tanjung Site, Batu Bara Regency, North

Sumatra, Indonesia (Incoterm 2010) and Price quoted shall be in USD currency.

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15. Parties submitting tender on behalf of Bidders must submit their tender along with

authorization from their respective Bidders to represent them in Indonesia. Offers received

without a proper authorization will be rejected.

16. Please furnish name and address of the official to whom correspondence should be sent

including telephone number/ fax number and e-mail.

17. Bidder should have designed, engineered, manufactured and supplied at least one no. Anode

Slot Cutting Machine for Baked Anodes of an Aluminium Smelter Plant by sawing process

having capacity of equal to or higher than 45 anodes/hr which should have been in satisfactory

operation for a minimum period of one year as on due date of submission of bid.

18. Bidder should not be under liquidation, court receivership or similar proceeding. Bidder to

submit certificate as proven herein above.

PROVEN TRACK RECORD FOR ANODE SLOT CUTTING MACHINE FOR ANODE BAKING FURNACE OF

ALUMINIUM SMELTER

DESCRIPTION

BIDDER’S REFERENCES

1

2

3 Client’s Name

Address

Tel. No.

Fax

E-mail

Name of Contact person

Project/ Location

Copy of Purchase Order enclosed:

Yes/ No

Referred Anode Slot Cutting Machine is

supplied as a standalone equipment:

Yes/ NO

If no, reference of l u m p s u m

t u r n k e y ( LSTK) package in

which Anode Slot Cutting Machine is a

part

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No. of Anodes cut per hour

Anode slotting by sawing:

Yes/ No

Month & Year of commissioning

Bidder’s scope of supply and services

Anode Slot Cutting Machine Package:

- Basic Design

- Detailed Design & Engineering

- Procurement & manufacture

- Shop Assembly, Inspection & Testing

Note:

1. This proforma duly filled in, stamped and signed shall be submitted along with the bid.

2. Since the information requested in this proforma shall be utilized to assess the Bidder’s capability

and proven the offered package, it is in the interest of the bidder to pick those cases out of total

list of references which most closely match with the requirement

3. The bidder shall also ensure that all information asked for is furnished and the same is correct and

complete in all respect. Incorrect information furnished in this proforma shall render the bid/

order liable for rejection at any stage of evaluation/ work execution, at the risk and cost of the

bidder

4. For the referred installations, the bidder shall indicate the name of the user’s contact person (along

with his address, telephone no., fax no., e-mail id etc.) who may be contacted by the purchaser/ his

representative, if necessary.

5. The bidder may also furnish along with the bid his standard reference list for the offered

equipment/ package

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ANNEXURE-I

TECHNICAL SPECIFICATION

ANODE SLOT CUTTING MACHINE

I. OUT LINE

PT. Indonesia Asahan Aluminium (Inalum) is an aluminium smelters which located in North Sumatera Province, Indonesia. The production plant consist of aluminium smelting plant, carbon plant and power plant.

In our aluminium electrolysis process for dispersing of gas under side of anodes, we make two slots at width side which at shaking machine (pressed slots). The best practice for slots is to length side but technically shaking machine incapable for this slot.

By this circumstances, we intend to make length side slots at baked anodes instead of green anodes by cutting of anodes with Anode Slot Cutting Machine.

This Technical Specification is aimed for design, engineering, manufacturing, installation and commissioning of Anode Slot Cutting Machine. Term of this project shall be “Turnkey”.

II. GENERAL INFORMATION

1. Location PT Indonesia Asahan Aluminium (Inalum)-Smelting Plant is located in Kuala Tanjung, North

Sumatera Province, Indonesia. The nearest airport is Kuala Namu which located ±120 km

away from Kuala Tanjung while the nearest seaport is Belawan ±140 km away from Kuala

Tanjung.

2. Site condition and climate - Ambient temperature : 32 – 35 °C - Relative humidity : 95 % RH

III. SCOPE

1. Vendor Scope 1) The requirements are for the design, manufacture, supply/ despatch, installation,

erection, testing & commissioning of Anode Slot Cutting Machine 2) Supplied system shall be a complete operating unit including all required auxiliary

equipment for efficient and satisfactory operation as a system and integral part of the existing Anode handling system. Vendor shall be responsible for furnishing all mechanical, electrical, instrumentation and other inter-connecting and safety items as required to make the system complete.

3) All the equipments and materials supplied & installed under these specifications shall be installed in accordance with sound designing & engineering principles and good fabrication and construction practices

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4) The proposed system shall be complete integrated unit that includes but not limited to Anode Slot Cutting Machine with all accessories & switchgears, sensors & control instruments and other accessories required for the complete system.

5) All the electrical & instrumentations within battery limit required for supply, installation, testing & commissioning and handing over of the proposed Anode Slot cutting Machine to Inalum, shall be in vendor’s scope.

6) Vendor may visit the site, if required before bidding to assess the project requirements. 2. Inalum Scope

1) Free land, water and electricity at site for temporary office for smooth execution of the project

2) Free electricity and construction water shall be made available for the erection and commissioning of the machine.

3) Extension of the existing MCC room of anode handling shall be done by Inalum (if necessary additional room)

IV. SPECIFICATION

1. Observation, design and engineering 1) Observation

Engineer from maker should do an observation to Inalum where the machine shall be

installed after tender briefing and after contract with confirmation to Inalum

2) Design and engineering a. Design of anode slot machine is fully maker responsible. If there is any inadequate

thing occurred during commissioning and operational shall be maker’s obligation to repair/modify by maker own cost

b. Simple mechanism, robust and reliable, easy to maintain, lower power consumption with the estimate life service more than 20 (twenty) years.

c. Equipped with normal operation and fault indication, emergency stop push button, and manual mode for failure release and individual test for each system function.

d. Sealed properly to eliminate dust emission and contact dust with all components of equipment

e. The consumable parts shall be available in market f. Side effect of dust and noise level shall be eliminated i.e. max. 10 mg/m3 and less 85

dB respectively g. Reliability equipment in normal operation and standard maintenance should be able

with life time more 20 years. 3) Technical drawing

Mechanical, electrical and civil technical drawing shall be prepared by maker and submit

to Inalum for knowledge approval after contract before fabrication of machine

4) Plant layout and anode conveying line Anode slot cutting machine shall be installed at anode storage building besides anode

conveying line. Drawing of building layout and conveying line are as below:

a. Layout of anode block storage house drawing no.: ABC-05A-002, ABC-05A-004 and ABC-05A-006 as attachment-1~3

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b. Specification of anode conveying machine as drawing no.: AB-PF-1, DK171718-Q001, DK171217-Q002 attachment-4~6

2. Specification of Anode Slot Cutting Machine 1) Maker of machine

a. Maker should have experience in manufacturing of anode slot machine for aluminium smelter or anode carbon industry proven by customer list with detail purchaser, country and capacity which submitted in quotation documents

b. Maker should have capability to design, engineering, fabrication and installation of the machine including spare part supply

c. The recommended maker are Brochot, Impec, Mecfor, Altech SMV, Outotec, Kempe, Tomorrow Technology, Alcan Alesa

2) Capacity of machine a. Slots cutting capacity : 45~60 anodes/hour b. Time cycle for one anode is calculated start from taking of anode from existing

conveyor line to slot cutting machine and finish after anode return on existing conveyor

c. There should be no defect on anodes caused by anode slot cutting process 3) Anode Characteristic (Baked block)

a. Properties of baked block - Density : 1.57 ~ 1.63 g/cc - Flextural strength : Maximum 18 MPa - Compressive strength : Maximum 68 Mpa

b. Dimension of anode The machine shall capable to make slots at several sizes of anodes with description

as follows:

Anode Size (mm) Slot Q’ty Slot Position

Length Width Height

1,500~1,700 600~1,100 Max. 700 2 pcs or 1 pcs Longitudinal

4) Cutter and slot specification a. Width of slot : 12±1 mm; 10±1 mm; 8±1 mm each b. Depth of slot : up to 400 mm c. Shape of slot

The machine should be able to cut anode in 3 shape of slots as follows :

- Straight full length - Inclined - Interrupted

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d. Quantity of slot : 2 slots or 1 slot per anode e. Slots span : Adjustable f. Cutters quantity are 2 pieces for each width of slot g. Life time of cutter should reach 60,000 anodes per cycle

5) Location of machine a. The machine shall be installed beside existing conveyor machine CM-20 b. Layout of the machine as attachment-1~3

6) Working principle a. Automatic operation

- The machine have facility to take anode from existing conveyor line and feed to cutting machine

- During cutting process the anodes shall be grabbed - After cutting process the machine have facility to return anodes to existing

conveying line - This operation system shall be done automatically

b. Semiautomatic operation - The machine should have facility for stand in line of 6 anodes in feeding line and

outline. The anodes feed by stacker crane (6 anodes/grab) - Then the anode shall be cut one by one - After cutting the 6 anodes shall stand in line and taken by stacker crane or by

block handling car 7) Operation of machine

- Machine shall be able to switch for operation automatically and manually - Machine should have by pass system - Manual operation for squence test and maintenance purpose

8) Anode clamp - Baked block shall be clamped during cutting process to avoid displacement - Clamped baked block move toward stand still cutter - Clamp shall be able to be adjusted refer to baked block sizes

9) Room for anode slot cutting machine Closed room for anode slot cutting machine shall be made by maker to avoid dust

exposed

10) Foundation/base floor for the machine supplied by contractor

3. Dedusting system (Dust and granular ex slots collecting system) a. During cutting process, exposed carbon dust shall be collected by dedusting system and

discharged into recycle facility (via portable box) b. Dedusting system shall be design, engineering, fabrication and installation by maker

(130% safety factor) c. Foundation/base floor for dedusting system supplied by contractor d. Any modification related this project should be done by contractor

4. Scrap processing system (granular ex slots collecting system) a. Machine should have facility to collect scrap from slots and discharged into recycle

facility (via portable box)

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b. The facility shall be design, engineering, fabrication and installation by maker (130% safety factor)

c. Foundation/base floor for scrap collecting system supplied by contractor d. Any modification related this project should be done by contractor

5. Electrical Control System a. Power source for the machine shall be taken from nearest distribution system which

appointed by Inalum b. All electrical material, consumable and works for operational of machine from

distribution system to machine shall be supplied by contractor (according JIS/DIN/IEC Standard)

c. PLC shall use Omron or Yokogawa d. Existing power source : 380V, 50Hz, 3 phase

6. Painting a. Mechanical equipment

- Method of painting as attachment-7~8 - Finish paint color G6-509 Munsel 2.5G8/2

b. Electrical equipment shall be painted Grey 7. Installation work and material for mechanical, electrical and civil

1) All material and consumable supplied by contractor 2) All man power supplied by contractor 3) All tools and equipment supplied by contractor

8. Spare part for one year operation supplied by contractor Item, quantity and price of sparepart which shall be used during one year machine operation

should be described in quotation

9. Training for operation and maintenance Training for operation and maintenance shall be done by maker at Inalum

10. Inspection, Test and Commissioning 1) Pre delivery inspection:

Maker shall invite Inalum for inspection of machine after fabrication complete and

before shipment for inspection and test at maker’s workshop. Cost for inalum persons

shall be provided by Inalum

2) Commissioning and test a. Commissioning and test shall be done after complete installation by Inalum and

contractor b. Any adjustment, modification or repair to achieve required specification during

commissioning shall be done by contractor at it own cost c. Commissioning report shall be prepared by contractor for Inalum approval

11. Transportation of machine, equipments, tools and man power supplied by contractor 12. Quotation breakdown for engineering, material/equipment supply and services

1) Quotation shall be consist of detail breakdown of quantity and price of all material supply and services for items as follows: a. Observation, Design and Engineering

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b. Anode Slot Cutting Machine c. Dedusting System d. Scrap processing System e. Electrical Control System f. Installation work and material for mechanical, electrical and civil g. Spare Part for One Year Operation h. Training for Operation and Maintenance i. Inspection, Test and Commissioning j. Transportation of Machine, Equipments, Tools and Man Power k. Documentations

2) Breakdown of quotation engineering, material/equipment supply and services for reference shall be as Annexure IV, Price Schedule Format

13. Exclusion of this project are as follows: 1) Lifting device for machine such as heavy duty truck, truck crane and forklift included

operator provided by inalum while pick up by contractor 2) Compressed air, electrical power and water by Inalum

V. SCOPE OF SUPPLY AND WORK

Scope of supply and work of the projects are as follows:

1. Observation, Design and Engineering : 1 (one) lot 2. Anode Slot Cutting Machine : 1 (one) lot 3. Dedusting system : 1 (one) lot 4. Scrap processing system : 1 (one) lot 5. Electrical Control System : 1 (one) lot 6. Installation work and material for mechanical, electrical and civil : 1 (one) lot 7. Spare Part for One Year Operation : 1 (one) lot 8. Training for Operation and Maintenance : 1 (one) lot 9. Inspection, Test and Commissioning : 1 (one) lot 10. Transportation of Machine, Equipments, Tools and Man Power : 1 (one) lot 11. Documentations : 1 (one) lot

IV. QUANTITY OF UNIT

1. Quantity of unit : 1 (one) Unit V. DATE AND PLACE OF DELIVERY

1. Place of delivery : PT. INALUM Smelting Plant, Kuala Tanjung, Batubara - North of Sumatera. 2. Time of delivery : Refer to contract

VI. SAFETY AND ENVIRONMENT

1. Safety, the contractor:

1) Shall assume responsibility for the safety of the work and equipment 2) Shall provide suitable safety protectors for the workers and use properly according to

safety working standard “SWS” as attachment-9~10 3) Shall obey the instruction or regulations set up by the employer. 4) Is prohibited to touch panel, except instructed by the employer.

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The employer has the right to stop the work or to admonish the worker if working against the

instruction or regulation set up by employer or the worker do not use safety protector

properly.

2. Environment, the contractor: 1) Is required to pay attention for environment. 2) Must clean working area, after finish of work every day. 3) Must dispose any waste material to disposal Yard or SPL Yard in accordance with the kind

waste material (B3 or non B3 material)

VII. INSPECTION & TEST

1. Before delivery inspection and manufacturing 1) During material procurement and fabrication period in order to confirm specification by

contractor

2) During manufacture and upon completion of manufacture, inspection shall be made as to material, parts appearance, dimension by contractor

2. After delivery inspection Soon after arriving at site, the inspection shall be made by employee in respect of

appearance (Corrosion, damage, and deformation), based on the stipulated item in the

technical specification.

3. Installation and commissioning 1) The Contractor shall prepare an inspection, test, and related report in relation with

commissioning test of hoisting system, inspection and test report should be approved by employer

2) Adjustment, repair, or replacement work for improper workmanship must be done by Contractor immediately to fulfill the specification

3) The employer will issue “ Completion Certificate” after acceptance inspection

VIII. DOCUMENT TO BE SUBMITTED

1. On submitted quotation 1) Technical proposal consist of : general schedule , strength calculation, fabrication method,

QC program, assembly drawing and outline dimension 2) Bid with breakdown consist of detail cost estimation of:

a. Engineering, design, material, manufacturing and transportation b. Supervising work and commissioning (manpower, transportation, tools, equipment) c. Others related from point of Contractor view

3) Customer list

2. After confirmation order and before manufacturing work

1) Final specification and detail schedule for approval by Employer

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2) Construction drawing, design, engineering calculation, electrical wiring diagram for approval

3. Before site installation

1) Site structure organization and manning

2) Working schedule, working plan, safety and environment plan

3) Tools and equipment list and others site work necessity

4) Application for entrance permit, temporary working area, utility facilities, etc

4. On delivery and Completion of work

1) Basic calculation for system design and equipment selection 2) Completion report 3) Technical drawing for mecanical, electrical and civil in hard copy and soft copy 4) Material/Mill sheet certificate 5) Inspection and test report from maker 6) Taking over data including test/inspection report 7) Manual for operation, maintenance, overhaul, wiring diagrams and spare parts 8) Spare part list 9) Guarantee statement

IX. MANAGEMENT ON SITE

1. Site surveying necessitated by the Contractor for preparation of comprehensive estimation, the Contractor shall submit to Inalum a written request for the entrance to the site. And also describe in the request the reason for the entrance, schedule, and names of person who will enter the site at least 1 (one) week prior to the scheduled date of the entrance and shall obtain a prior permission of Inalum. The Contractor shall observe instruction as to the entrance to the site to be given by the Employer. Without such permission, Inalum can reject the entrance to the site of the Contractor.

2. The Contractor shall be responsible within the area or conduct of labor, control on morality and for prevention such as disasters, accident and crime of fire, theft and others.

3. The Contractor can use sub-Contractor from existing Inalum Contractor as far as the said sub-Contractor meet the job qualification.

4. The Contractor has free use of temporary working area in smelter site only for purpose of performing the works. Prior use such area, the Contractor shall submit application to the Employer for getting approval stated required electrical specification for equipment, temporary lighting, and security purpose.

5. Taking a picture in smelter and surrounding area are prohibited without permission from the Employer.

6. The Contractor shall keep safety and environment according to regulation and standard of Company.

7. Safety protector for people and equipment must be properly considered and it is under responsibility of Contractor.

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8. The Contractor has to always keep working place clean and handle the “Hazardous material” properly.

X. GUARANTEE

1. Operation performance shall be ensured within 1 (one) year after taking over 2. Spare part supply shall be guaranteed for 10 (ten) years minimum after taking over 3. Any defect, which is caused by careless of contractor on fabrication drawing, supplying

material, fabrication and during guarantee period should be renewed or repaired with her own cost as soon as possible

IX. OTHERS

1. Any questions or request, which might occurred during estimation after bidding, shall be immediately referred to the Employer for confirmation for approval

2. Maker should describe item, quantity and price of spare parts and consumables which shall be used by the machine in 5 (five) years normal operation.

List of Attachment on Technical Specification

No Description Drawing No. Attachment

1 Anode Block Storage House-plan ABC-05A-002 Attachment-1

2 Anode Block Storage House-elevation ABC-05A-004 Attachment-2

3 Anode Block Storage House-section detail ABC-05A-004 Attachment-3

4 Anode Baking- Process Flow Sheet AB – PF - 1 Attachment-4

5 Stacking & Conveying System- Assembly Drawing DK171Z18-Q001 Attachment-5

6 Stacking & Conveying System- General Section DK171Z17-Q002 Attachment-6

7 Application: General Parts such as Equipment and

Piping

- Attachment-7

8 Asahan Project Painting Standard - Attachment-8

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ANNEXURES –II

SPECIAL INSTRUCTION TO BIDDERS

1. Completion Schedule

The schedule for completion including Erection, Testing, Commissioning & handing over to

INALUM for Anode Slot Cutting Machine of Smelting Plant complete in all respect shall be as

specified in Instruction to Bidders.

2. Due Date

Please ensure your offer, complete in all respects reaches us by the bid due date specified in

Instructions to Bidders. Offers received after the bid due date and time will be considered as Late

Offers and will not be considered

3. Price Format

Please furnish the prices strictly as per the format Price, see Annexure-IV. Prices shall not appear

any where else in the offer, and if prices are mentioned any where else the same shall not be

considered. Prices should be submitted in duplicate sealed super scribed envelope along with un-

priced copies as per requirements.

4. Validity of Bids

The bid should be kept valid for acceptance for a period of 3 (three) months from the final due

date for bid submission.

5. Evaluation and Rejection Criteria

5.1 Inalum reserves the right to carry out evaluation of bids both technical and commercial aspect

with weight ratio 65% for technical and the rest 35 % for commercial

5.2 All evaluation shall be made on landed and erected on destination basis including design

and engineering, supply of equipment & Spares etc. and all other construction, installation,

supervision and commissioning charges along with the taxes and duties for the same, as per

scope of Technical Specifications.

5.3 Arithmetical errors will be rectified on the following basis:

If there is a discrepancy between the unit price and the total price that is obtained by

multiplying the unit price and quantity, the unit price shall prevail and the total price will

be corrected. If there is a discrepancy between the total amount and the sum of total prices,

the sum of the total prices shall prevail and the total bid amount will be corrected. Further,

if there is a discrepancy between the quoted lump sum price, and its separate break-up

prices (if any), the quoted lump sum price shall prevail.

6. Reference List

The bidders are requested to submit a list of buyers to whom the same or similar type of equipment

have been supplied by them and which are under operation. The detailed addresses of such

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buyer’s office/works including Telephone, Fax and Contact Person and Order Reference are to be

mentioned

7. Engagement of Agents/ Middlemen Intermediary/ Consultants/ Services Providers

7.1 Any bidder, hereinafter referred as “Principal”, who engages another entity (individual/ firm/

organization) to function, on their behalf, as Agents/ Middlemen/ Intermediary/ Consultants/

Service Providers, hereinafter referred as “Agent”, against any tender (single/ limited / open)

must disclose the name and address of such an agent in their offer or in course of tendering

process prior to the placement of order by INALUM

7.2 Agent shall file an authenticated Photostat copy duly attested by a Notary Public/Original

certificate of the principal confirming the agency agreement and giving the status, including the

extent of authorization and authority given to commit the Principal, being enjoyed by the

agent and the commission/remuneration/salary/ retainer-ship fee being paid by the principal

to the agent before the placement of order by INALUM. Wherever the Agent is a foreign

company, it shall be confirmed whether it is real substantial company and details of the same

shall be furnished.

7.3 Wherever the Agent have communicated on behalf of their principal, and the principal has

stated that they are not paying any commission to the Agent, and the Agent is working on the

basis of salary or as retainer, a written declaration to this effect should be submitted by the

principal before the placement of order by INALUM

7.4 Agent who submits offer, on behalf of their principal, against a tender must submit Letter

of Authority of the Principal specifically authorizing the agent to make such an offer.

7.5 No entity can be allowed to function as agent on behalf of two principals against any

particular tender.

7.6 Failure to furnish correct and detailed information as called for in above paragraphs render

the concerned offer liable for rejection or in the event of a contract materializing; the same is

liable to termination by INALUM. Besides this, there would be a scope for imposing a penalty of

banning business dealings with INALUM and/or payment of a named sum as damages.

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ANNEXURE-III

TERMS AND CONDITIONS

ARTICLE 1. CONTRACT DOCUMENTS.

All documents forming the contract are to be taken as mutually explanatory of one another but in case

of ambiguities and discrepancies the same shall be explained and adjusted after mutual agreement by

the EMPLOYER and the CONTRACTOR. As a result, instruction directing in what manner the work is to be

carried out, shall be issued

The CONTRACTOR shall complete the WORKS in conformity in all respect with the provisions of the

CONTRACT DOCUMENTS which are included in and attached to and form integral part of this CONTRACT

and have been signed in duplicate for identification by both Parties.

The EMPLOYER and the CONTRACTOR shall have discussion each other as occasion demands. After the

discussion, the CONTRACTOR shall prepare minutes and obtain approval thereon from the EMPLOYER

The Terms, Conditions and Requirements of the CONTRACT DOCUMENTS shall prevail unless otherwise

stated.

The ruling language of the Contract shall be English according to which the Contract shall be construed

and interpreted

Drawing and Documents

The CONTRACTOR shall submit to the EMPLOYER for approval, within the times specified in the

CONTRACT (Project Execution Schedule), such number of copies of drawings and documents as may be

called for in the Technical Specification or as the EMPLOYER may reasonably require Within a reasonable

period after receiving such drawings and documents, not affecting the Project Execution Schedule, the

EMPLOYER shall signify his approval or otherwise

Drawing and documents approved as above described shall not be changed from except as provided in

Article 14 (Variations).

The EMPLOYER shall have the right at all reasonable times and on its own cost, to inspect at the factory

of the CONTRACTOR and Manufacturer or at the Site all drawings of any portion of the WORKS.

Unless otherwise provided for, the CONTRACTOR shall provide all reasonable information required by

the EMPLOYER in relation to the WORKS.

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Any expenses resulting from a substantial error or omission in or from delay in delivery of the drawings,

documents and information mentioned in this Clause shall be borne by the CONTRACTOR in accordance

with clause 13.

Mistakes in Drawings.

The CONTRACTOR shall be responsible for any significant discrepancies, errors, or omissions in the

drawings and other particulars supplier by him, whether such drawings and particulars have been

approved by the EMPLOYER or not, provided, however, that such discrepancies, errors or omissions be

not due to substantially false, missing, insufficient or incomplete information or particulars (other than

those specified to be used only for reference purpose) furnished in writing to the CONTRACTOR by the

EMPLOYER. The EMPLOYER shall be responsible for drawings and information supplied in writing by the

EMPLOYER and for the details of special work specified by him. The CONTRACTOR is entitled to demand

payment of extra cost from the EMPLOYER reasonably incurred by the CONTRACTOR due to any

alterations of the WORK necessitated by reason of substantially false, missing, insufficient or incomplete

information so specified to the CONTRACTOR, provided, however, that the CONTRACTOR may not

demand such payment arising out of or in connection with any information furnished by the EMPLOYER

only for reference purpose

ARTICLE 2. SCOPE OF CONTRACT .

The CONTRACT comprises installation, inspection, testing and completion to the Site unless otherwise

provided the provision of all labor CONTRACTOR’s Equipments and everything, whether of a temporary

or permanent nature, required in and for such installation, inspection, testing and completion to the Site

so far as the necessity for providing the same is specified in or reasonably to be inferred from the

CONTRACT and scope of supply and services as listed in the Contract Document on Article 1. herein

above.

ARTICLE 3. SCHEDULE OF WORKS

3.1 The CONTRACTOR shall at his own cost and on his responsibility to execute the WORKS including but not limited to Site Mobilization, Demolition, Erection and Commissioning starting from the date of incoming of material supply until handing over.

3.2 On the completion of the WORKS, the CONTRACTOR shall clear away and remove from the Site all CONTRACTOR’s Equipment, surplus materials not taken over by EMPLOYER and rubbish and leave the whole of the Site and WORKS clean and in a workman like condition to the satisfaction of the EMPLOYER.

3.3 No persons other than the CONTRACTOR, and their employees shall be allowed on the site except by the prior permission in writing of the EMPLOYER.

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3.4 The access to and possession of the Site shall not be exclusive to the CONTRACTOR but only such as shall enable him to execute the work. The CONTRACTOR shall afford to the EMPLOYER and to other CONTRACTORS shoes names shall have been previously communicated in writing to the CONTRACTOR by the EMPLOYER every reasonable facility for the execution of work concurrently

with his own:

3.5 If the CONTRACTOR is supplied by the EMPLOYER with materials, equipment and machinery, the CONTRACTOR shall property use and protect such materials, equipment and machinery until all the WORKS have been completed and handed over

ARTICLE 4. CONTRACT PRICE

4.1 The agreed CONTRACT Price is in USD currency and shall be in turn key basis. The detail breakdown price shall be mentioned as per Price Schedule Format, Annexure-IV.

4.2 All prices mentioned in this CONTRACT are not including VAT, 10%. The EMPLOYER shall be responsible for VAT, 10%. Any duties, levies, fees and assessments of any nature which may be imposed shall be under the CONTRACTOR’s responsibility

ARTICLE 5. TERMS OF PAYMENT

For the goods, the payment made with Irrevocable LC 30 days after B/L date issuance and for the

services cost, the payment made with Telegraphic Transfer (T/T) Remittance after the WORKS finished

against endorsed invoice and EMPLOYER’s acceptance documents.

ARTICLE 6. PERFORMANCE BOND

6.1 For the ensure of Work Performance, The CONTRACTOR has to present a performance security bond issued by world reputable Bank for the aggregate sum of 5% of the Contract Price, valid until the Inspection and Tests on Completion Certificate issued by EMPLOYER and signed by representative of the EMPLOYER or 12 months after signing of the CONTRACT whichever of the two events comes earlier.

6.2 Prior to making a claim under the performance security the EMPLOYER shall, in every case, notify the CONTRACTOR stating the nature of the default in respect of which the claim is to be made.

ARTICLE 7. SATISFACTION OF THE CONDITIONS AND CIRCUMSTANCES

The CONTRACTOR by bidding shall be deemed to have satisfied himself as to all the conditions and

circumstances affecting the Contract Price, as to the possibility of executing the work as shown and

described in the CONTRACT, as to the general circumstances at the Site of the WORKS and as to the

general labor position to the Site and to have fixed his prices in the bid according as his own view to that

no additional allowance, except as otherwise expressly provided, will afterwards be made beyond the

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Contract Price. The CONTRACTOR shall be responsible for any substantial misunderstanding or incorrect

information unless such incorrect information is confirmed in writing by the Engineer in advance.

ARTICLE 8. EMPLOYER’s DECISIONS

The CONTRACTOR shall proceed with the WORKS in accordance with decisions, instructions and orders

given by the EMPLOYER in accordance with the CONTRACT and technically / logistically feasible,

provided always that the CONTRACTOR shall, without undue delay after being given any decision,

instruction or order otherwise than in writing, require it to be confirmed in writing

ARTICLE 9. PROGRAMS

9.1 As soon as practicable, after issuance of the Order to Commence, the CONTRACTOR shall submit to the EMPLOYER for his approval a program showing the order in which he proposes to carry out the WORKS including manufacture, transport, delivery to the Site, installation and completion. The submission to and approval by the EMPLOYER of such program shall not relieve the CONTRACTOR of any of his duties or responsibilities under the CONTRACT.

9.2 After submission to and approval by the EMPLOYER of such program, the CONTRACTOR shall adhere to the order of procedure and method stated therein unless he obtains the prior permission in writing of the EMPLOYER to change such order or method.

ARTICLE 10. DAMAGES AND INSURANCE

Care of WORKS.

10.1. (1) From the commencement to the Taking-over of the WORKS, the CONTRACTOR shall take full

responsibility for the care thereof and in case any damage, loss or injury happen to or arising

from the WORKS or to any part thereof from any cause attributable to the CONTRACTOR (save

and except the excepted risks as defined in paragraph (2) of this sub-clause10.1), and

expressly excluding indirect and/or consequential losses and damages, the CONTRACTOR shall

at his own cost repair and compensate the same so that no concrete damage will occur to the

EMPLOYER during the implementation of the CONTRACT and at the time of Taking-over the

WORKS shall be in good order and condition and in conformity in every respect with the

requirements of the CONTRACT and the EMPLOYER’s instructions. Should such damage, loss

or injury be attributable to any excepted risks stipulated herein, the CONTRACTOR shall at the

cost of the EMPLOYER repair and make good the damage, loss or injury to the extent that the

EMPLOYER will request to repair and make good the same, provided, however, the amount

covered by the insurance money shall be deducted from the cost of the EMPLOYER, if the

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CONTRACTOR receives the insurance money. The CONTRACTOR shall also be liable for any

damage to the WORKS or any part thereof occasioned by him in the course of WORK carried

out by him for the purpose of complying with his obligations under the CONTRACT, expressly

excluding indirect and/or consequential losses and damages.

(2) Excepted risks used herein means the following risks incurring to the WORKS after any and all

the WORKS are delivered to the Site.

War, hostilities (whether war be declared or not), invasion, act of foreign enemies, rebellion,

revolution, insurrection or military or usurped power, civil war or riot, commotion or disorder,

or other cases of force majeure.

Damage to Persons and Property.

10.2. (1) The CONTRACTOR shall (except if and so far as the Specification provides otherwise) indemnity

and keep indemnified the EMPLOYER against any damage to and loss of any person or any

property and cost thereof and any claim for the cost (other than surface or other damage to

land being or crops being on the Site suffered by tenants or occupiers) which may arise out of

the execution of the WORKS including transportation and performance of obligation under the

CONTRACT and against all claims arising out of the above-mentioned matters, demands,

proceedings, damages, costs, charges and expenses whatsoever in respect of or in relation

hereto, expressly excluded are indirect and/or consequential losses and damages, Provided

always that nothing herein contained shall be deemed to render the CONTRACTOR liable for

or in respect of or to indemnify the EMPLOYER against any compensation or damages for or

with respect to :

a. The permanent use or occupation of land by the WORKS or any parts thereof or (save as

hereinafter provided) surface or other damage as aforesaid.

b. The right of the EMPLOYER to construct the WORKS or any part thereof, on, over, under, in

or through any land.

c. Interference whether temporary or permanent with any right of light , air, way or water or

other casement which is the unavoidable result of the erection of the WORKS in

accordance with the CONTRACT.

d. Injuries or damage to persons or property resulting from any act or neglect done or

committed during the currency of the CONTRACT of the EMPLOYER, his agents, employees,

workmen or other contractors (not being employed by the CONTRACTOR) or for or in

respect of any claims, damages, costs, charges and expenses in respect thereof or in

relation thereto. Provided further that for the purpose of this clause the expression ”the

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Site” shall be deemed to be limited to the defined in the Specification and shown on the

drawings in which land and crops will be disturbed or damaged as an inevitable

consequence of the carrying out of the WORKS.

(2) The EMPLOYER will save harmless and indemnify the CONTRACTOR from and against all claims,

demands, proceedings, damages, costs, charges and expenses in respect of the matters

referred to in the provision to paragraph (1) of this sub-clause

Accident.

10.3. The EMPLOYER shall not be liable for or in respect of any damages or compensation payable at law

in respect or in consequence of any accident or injury to any employee, any workman or other

person in the employment of the CONTRACTOR or any Sub-contractor save and except an

accident or injury resulting from any act or negligence of the EMPLOYER, his agents, employees,

workmen and the CONTRACTOR shall indemnify and keep indemnified the EMPLOYER against all

such damages and compensation save and except as aforesaid and against all claims, demands,

proceedings, costs, charges and expenses in respect whatsoever in respect thereof or in relation

thereto.

10.4. In the event of any claim being made against the EMPLOYER arising out of the matters referred to

in and in respect of which the CONTRACTOR is liable under this Clause, the CONTRACTOR shall be

promptly notified by the EMPLOYER thereof and shall at his own expense conduct all negotiations

for the settlement of the same and any litigation that may arise therefore. Unless and until the

CONTRACTOR shall have failed to take over the conduct of negotiations or litigation, the

EMPLOYER shall not make any admission allowable.

The EMPLOYER shall, at the request of the CONTRACTOR, afford all available assistance for the

purpose of contesting any such claim or action and shall be reimbursed any reasonable expenses

incurred in so doing.

10.5. The CONTRACTOR shall insure the material and the EMPLOYER’s properties dedicated to the

WORKS and keep each part thereof insured for its full value against loss, damage or destruction

and shall make effective and keep in force the insurance against any damage or injury to any

person or any property of a third party, the CONTRACTOR and workmen. Name of insurer, period

of insurance and contents shall be mutually discussed and agreed between the EMPLOYER and

the CONTRACTOR.

10.6. The CONTRACTOR shall indemnify the EMPLOYER against all damage, loss or cost which has been

incurred to the EMPLOYER in case that the CONTRACTOR has not observed the instructions in

respect of insurance according to clause 10.5, expressly excluding indirect and/or consequential

losses and damages.

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ARTICLE 11. COMPLIANCE WITH STATUTES, ETC

The CONTRACTOR, his employees and his workmen shall, in all matters arising in the performance of the

CONTRACT, conform in all respects with the previous of any national or state statute, ordinance or other

law or any regulation or by-law of any local or other duly constituted authority that shall be applicable

to the WORKS, and shall keep the EMPLOYER released, to the extent possible, against any penal

responsibility or any civil responsibility arising out of or in connection with the breach of any such

statute, ordinance or law, regulation or by-law by the CONTRACTOR (in the absence of any contributory

negligence on the part of the EMPLOYER). The CONTRACTOR shall go through all necessary formalities

which such statue, ordinance or by-law requires and shall be responsible for all charges therefore. The

EMPLOYER will advise the CONTRACTOR in respect of all such applicable laws and regulations

ARTICLE 12. MANNER OF EXECUTION

All materials to be supplied under the CONTRACT shall be manufactured and executed in the manner set

out in the technical specification or where not so set out in such manner as agreed by the EMPLOYER

and the CONTRACTOR, and all the WORKS on the site shall be carried out in accordance with such

reasonable directions as the EMPLOYER may give.

ARTICLE 13. DELAY IN COMPLETION

If the CONTRACTOR fails to complete the WORKS in accordance with the CONTRACT within the Time for

Completion or any extension of such time by reason of any matter for which the CONTRACTOR is solely

responsible, and the EMPLOYER should have suffered any substantial loss from such failure, the

CONTRACTOR shall pay to the EMPLOYER 0.1 (zero point one) percent of the remaining WORKS

(provided that the EMPLOYER fulfils its payment obligation), which has not been completed for each

delayed day as liquidated damages for such default, and not as a penalty, for every day which shall

elapse between the end of the Time for Completion and the effective and certified date of substantial

completion of the WORKS as the date of Taking Over. However, the aggregate maximum sum payable to

the EMPLOYER under this Clause shall not exceed be 10 (ten) percent of the said Remaining WORKS.

EMPLOYER shall concede the CONTRACTOR a grace period of 2 (two) weeks.

ARTICLE 14. VARIATIONS

14.1 The CONTRACTOR shall not alter any of the WORKS except as directed in writing by the EMPLOYER but the EMPLOYER shall have full power, subject to this clause form time to time during the

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execution or the CONTRACT by notice in writing to reasonably direct the CONTRACTOR to alter, amend, omit, add, to or otherwise very any of the WORKS, and the CONTRACTOR shall carry our such variations and shall still maintain the contractual conditions, so far applicable, as though the said variations were stated in the technical specification and subject to technical feasibility.

When such direction of variations is made to the CONTRACTOR by the EMPLOYER, the

CONTRACTOR shall submit to that effect in writing to the EMPLOYER and shall obtain confirmation

of it from the EMPLOYER. If and when any variation involves an increase or decrease in the

Contract Price, the CONTRACTOR shall submit a quotation together with the confirmation in

writing within two (2) weeks after confirmation mentioned above.

In case the CONTRACTOR fails to submit the said quotation, the right of CONTRACTOR to demand

such increase shall be deemed to become void.

The cost arising from any such variations to the CONTRACTOR shall be borne and paid by the

EMPLOYER, according to the condition agreed upon. The Payment method for the amount

corresponding to the increase shall be mutually agreed.

14.2 On receipt of the EMPLOYER’s confirmation of instructions (including the agreement on the economics) in respect of any variation, the CONTRACTOR shall immediately proceed to carry out such instructions.

ARTICLE 15. BANKRUPTCY

If the CONTRACTOR should become bankrupt or insolvent, or have a receiving order made against him,

or compound with his creditors, or being a corporation commence to be wound up, not being a

member’s voluntary winding up for the purpose of amalgamation or reconstruction, or carry on its

business under a receiver for the benefit of its creditors or any of them, the EMPLOYER shall be at liberty

to terminate the CONTRACT forthwith by notice in writing to the CONTRACTOR or to the receiver or

liquidator or any person in whom the CONTRACT may become vested, and shall be at liberty to act in

the matter as though the last mentioned notice had been the notice referred to in such clause and the

WORKS had been taken out of the CONTRACTOR’s hands or to give such receiver, liquidator or other

person the option of carrying out the CONTRACT subject to his providing a guarantee for the due and

faithful performance of the CONTRACT up to an amount to be agreed in a satisfactory manner to the

EMPLOYER.

ARTICLE 16. LABOR

Engagement of Labor.

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16.1. The CONTRACTOR shall make his own arrangement for the engagement of all Indonesian labor or

otherwise and save in so far as the CONTRACT otherwise provided, for the transport, housing,

feeding and payment thereof.

Drugs.

16.2. The CONTRACTOR shall not otherwise than in accordance with the Statutes Ordinances and

Government Regulation or orders for the time being in force, import, sell, give, barter, or

otherwise dispose of any drugs or permit or suffer any such importation, sale, gift, barter or

agents or employees.

Arms and Ammunition.

16.3. The CONTRACTOR shall not give, barter or otherwise dispose of to any person or persons any arms

or ammunition or any kind or permit or suffer the same as aforesaid.

Festivals and religious Customs.

16.4. The CONTRACTOR shall, in all dealings with labor in his employ, have due regard to all recognized

festivals, days of rest and religious or other customs.

Epidemics.

16.5. In the event of any outbreak of illness of an epidemic nature, the CONTRACTOR shall comply with

and carry out such regulation, orders and requirements as may be made by the Government or

the local medical or sanitary for the purpose of dealing with and over-coming the same.

Disorderly Conduct.

16.6. The CONTRACTOR shall at all times take all reasonable precautions to prevent any unlawful riotous

or disorderly conduct by or amongst his employees and for the preservation of peace and

protections of persons and property in the neighborhood of the WORKS against the same.

First aid.

16.7. The CONTRACTOR shall provide and maintain in an easily accessible position on the site and

adequate first aid outfit. At least one of his staff shall be fully qualified in the administration of

first aid.

Temporary Office, etc.

16.8.The CONTRACTOR shall at his own expense provide office and other temporary accommodation for

his staff and workmen, including where necessary canteen facilities and sanitary accommodation,

provided, however, expense for such office and other temporary accommodation are deducted

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from the Contract Price in case that the EMPLOYER provides the office and other temporary

accommodation.

Report on labor

16.9. The CONTRACTOR shall deliver to the EMPLOYER a report in detail showing the names and jobs of

the supervisory staff by such time as the EMPLOYER may prescribe and a daily report of work at

such intervals as the EMPLOYER may prescribe. If there occurs any change in the job of the

supervisory staff, the CONTRACTOR shall deliver to the EMPLOYER without delay a revised report

on the job of the supervisory staff.

ARTICLE 17. INSPECTION, TESTING, TEST ON COMPLETION AND TAKING OVER

Inspection and Testing during Manufacture

17.1. The EMPLOYER shall be entitled at all reasonable times during manufacture to inspect, examine and test on the CONTRACTOR’s premises all materials and workmanship of the WORKS to be supplied under the CONTRACT, Related costs shall be borne by the EMPLOYER.

17.2. Where the CONTRACT provides for the tests on the premises of the CONTRACTOR, the CONTRACTOR shall provide free of charge such assistance, labor, materials, electricity, fuel, stores, apparatus and instruments as may be requisite and as may be reasonably demanded to carry out such tests efficiently.

17.3. As and when the WORKS shall have passed the tests referred to in this clause, the CONTRACTOR shall submit to the EMPLOYERS an application for certificate in writing to that effect for approval.

Inspection, Test on Completion and Taking Over

17.4. The CONTRACTOR shall submit to the EMPLOYER procedures of Inspection and Tests on Completion in writing in the number of copies specified by the EMPLOYER by the time set out.

17.5. The CONTRACTOR shall give to the EMPLOYER in writing seven (7) days notice of the date after which he will be ready to make the Inspection and Tests on Completion.

17.6. The CONTRACTOR shall, except where otherwise specified, provide such labor, materials, equipment, machinery, apparatus as may be requisite and as maybe reasonable demanded to carry out such inspection and tests efficiently.

17.7. If any portion of the WORKS fails to pass the inspection then tests of any such portion shall, if required by the EMPLOYER or the CONTRACTOR, be repeated reasonable times upon the same terms and conditions.

The CONTRACTOR shall take full responsibility for fix and recovery of such failed portion of the

WORKS at his account until such portion shall pass the same inspection and tests so that whole

WORKS becomes in compliance with the CONTRACT and the EMPLOYER’s instruction.

All reasonable expense to which the EMPLOYER may be incurred by the repetition of the

inspection and tests shall be borne by the CONTRACTOR.

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17.8. If the EMPLOYER and the CONTRACTOR acknowledge that the Inspection and tests have been completed, the CONTRACTOR shall submit an application for a taking over certificate to the EMPLOYER for his approval, the WORK shall be deemed to have been taken over to the EMPLOYER as of the date specified in the certificate, provided always that such Taking over shall be subjected to provisions stipulated in the clauses 17.9 and 17.10.

17.9. The CONTRACTOR shall submit an application for a certificate of Inspection and Tests on Completion together with data of the Inspection and Tests on Completion to the EMPLOYER and upon receipt thereof, the EMPLOYER shall forthwith issue the certificate of Inspection and Tests on Completion to the CONTRACTOR.

17.10. If the data of the inspection and tests prepared by the CONTRACTOR and submitted to the EMPLOYER do not fulfill the requirement of the CONTRACT (in terms of compliance with the performance parameters set forth herein), or the appropriate and justifiable way judges that the WORKS supplied by the CONTRACTOR are defective and gives to the CONTRACTOR notice of the said judgment, the CONTRACTOR shall at his own expense, to the CONTRACTOR fix and make good the defect or replace defective parts until they are in compliance with the terms of this CONTRACT and therefore the EMPLOYER reasonably becomes satisfied and accepts.

17.11. The EMPLOYER shall be entitled to take over any portion of the WORKS, thereupon the EMPLOYER shall issue a Taking-over Certificate for this part without delay in respect thereof. The EMPLOYER shall be deemed to have taken over such portion of the WORKS on the date so certified (e.g. partial taking over certificates for furnace sections that were renewed and are ready to enter into operation).

A Taking-over Certificate shall be deemed to have been issued – regardless of the lack of a written

document signed by the EMPLOYER in respect of those parts of the WORKS which the EMPLOYER

operates for production.

ARTICLE 18. EXTENSION OF TIME FOR COMPLETION AND USE BEFORE TAKING OVER

Extension of Time for Completion

18.1. If a Special Risk (herein after defined in Clause 20.1 (1)) occurs, the CONTRACTOR may be delayed

or impeded in the completion of the WORKS, whether such delay or impediment occurs before or

after the time or extended time fixed for completion, provided that the CONTRACTOR shall

consult with and obtain permission from the EMPLOYER in a prior manner regarding such delay

and/or impediment. Then the CONTRACTOR shall without delay give to the EMPLOYER notice in

writing of his claim for an extension of time.

The EMPLOYER shall, upon consultation with the CONTRACTOR, concede reasonable time of

extension. The CONTRACTOR shall have no other claim against the EMPLOYER in respect of delay

and disorganization of the WORKS arising from the occurrences herein mentioned, unless

otherwise expressly provided for in the CONTRACT.

Use before Taking-over

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18.2. Even before the approval of application for a Taking Over Certificate, the EMPLOYER is entitled to

use, upon the consent of the CONTRACTOR, the WORKS or any portion thereof.

ARTICLE 19. DEFECT LIABILITY

19.1. Not later than 40 days after the completion of the WORKS, however not later than 24 months after

the last delivery of the materials relating to the Work which has been acknowledged, the Taking

Over Certificate shall be signed by the Engineer and delivered to the EMPLOYER, with a copy to

the CONTRACTOR, stating the date on which the CONTRACTOR completed his obligations to

execute and complete the WORKS and remedy, if applicable any defects therein. The Defect

Liability Certificate shall be given by the Engineer within 20 days after the expiration of the Defect

Liability Period, or, if different liability periods shall become applicable to different Sections or

parts of Permanent WORKS, the expiration of the latest such period, or as soon as thereafter as

any WORKS instructed have been completed.

19.2. Should it be found that, due to reasons the CONTRACTOR is proven to be liable, all the WORKS or

any part thereof to be found defective (hereinafter collectively referred to as ”Defects”) during

the period of twelve (12) months from the date of the Taking Over Certificate or if two or more

Taking Over Certificate should be issued, the period from the date of first Taking Over Certificate

to the first anniversary of the latest Taking Over Certificate to be issued (hereinafter referred to as

”Defect Liability Period”), unless otherwise provided, the CONTRACTOR shall if applicable fix,

replace and/or recover such Defects with such WORKS or any part thereof immediately so that the

entire are free from defects. In any event, the CONTRACTOR will not be liable for any Defects

arising from any such following causes as :

(1) Improper operation and/or maintenance by the EMPLOYER. (2) Any defective materials or equipment provided by the EMPLOYER under clause 12 hereof. (3) Instructions given by the EMPLOYER until the Taking Over for which the CONTRACTOR has

disclaimed responsibility in writing immediately after the CONTRACTOR receives such instructions and the EMPLOYER’s consent on such disclaimer of the CONTRACTOR’s responsibility from the EMPLOYER.

(4) Loss arising from reasonable material deterioration to the extent specified and guaranteed in Technical Specification.

(5) Normal wear-and-tear. (6) Third party interference without consent of the CONTRACTOR. (7) Unsuitable modifications done by and/or order of the EMPLOYER. (8) External reasons beyond the sphere of control / responsibility of the EMPLOYER /

CONTRACTOR (e.g. excepted risks).

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For the ensure of Defect Liability Period, The CONTRACTOR has to present a maintenance security bond issued by world reputable Bank for the aggregate sum of 5% of the Contract Price, valid until 30 (thirty days) from the defect liability period and shall be issued when successfully hand over of WORKS

19.3. If any such Defects should be found, the EMPLOYER shall inform the CONTRACTOR thereof stating

in writing the nature of the Defects. If the CONTRACTOR replaces or renews any portion of the

WORKS, the provision of this clause shall apply to the portion of the WORKS so replaced or

renewed as if that portion had been taken over on the date of replacement or renewal.

19.4. If any substantial Defects are not remedied within a reasonable time, the EMPLOYER may proceed

to do the work at the CONTRACTOR’s risk and expense, but without prejudice to any other rights

which the EMPLOYER may have against the CONTRACTOR in respect of the failure of the

CONTRACTOR to remedy such Defects, it being nevertheless understood that any right of the

EMPLOYER to claim damages beyond the provisions expressly provided in this clause 26 is hereby

excluded.

19.5. These Conditions of Contract shall apply to all inspections, adjustments, replacements and

renewals and to all tests occasioned thereby carried out by the CONTRACTOR pursuant to this

clause.

19.6. The CONTRACTOR shall voluntarily or in the case of request by the EMPLOYER search for the cause of any Defect, imperfection of fault if such Defects occur in the WORKS.

19.7. Unless such Defect, imperfection or fault should be one for which the EMPLOYER is proved to be liable under the Contract, the expenses of work carried out by the CONTRACTOR in searching as aforesaid shall be borne by the CONTRACTOR.

19.8. If any Defect should be found in the WORKS after the Defect Liability Period, the CONTRACTOR shall make good such Defect with good faith in cooperation with the EMPLOYER and at the latter’s expense.

19.9. Modifications/enhancements, on the WORKS suggested by the CONTRACTOR in view to correct or improve the WORKS in whole or in part or to comply with the agreed technical specifications, shall be mutually analyzed also in relation to any possible increase or decrease in the Contract Price and the EMPLOYER shall not arbitrarily reject it.

ARTICLE 20. SPECIAL RISKS

20.1. (1) The special risk are war, hostilities (whether war be declared or not), invasion, act of foreign

enemies, the nuclear and pressure waves risk insofar as it relates to the country in which the

WORKS are being or are to be executed or maintained, rebellion, revolution, insurrection ,

military or usurped power, civil warm or, unless solely restricted to the employees of the

CONTRACTOR or of his Sub-Contractors and arising from the conduct of the WORKS, riot,

communication or disorder, and any other of force majeure.

(2) If during the duration of the CONTRACT there should be an outbreak of war or unexpected event beyond reasonable control of both parties in any part of the world which whether financially or otherwise materially affects the execution of WORKS (the CONTRACTOR shall,

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unless and until the CONTRACT is terminated, use his best endeavors to complete the execution of the WORKS) under the provisions in the CONTRACT, provided always that the EMPLOYER shall be entitled at any time after such outbreak of war or an event to terminate the CONTRACT by giving notice in writing to the CONTRACTOR and upon such notice being given, this CONTRACT shall (save as to the rights of the parties under this clause) be terminated but without prejudice to the rights of either party in respect of any part of the WORKS carried out prior to termination of the CONTRACT. It is noted that even in the event of such termination, the CONTRACTOR shall be under same obligations to the EMPLOYER with regard to secrecy of the CONTRACT, the compensation for damages in the CONTRACT and other outstanding obligation to the EMPLOYER surviving such termination.

(3) If the CONTRACT should be terminated under the above provisions of Clause 20.1. (2), the CONTRACTOR shall at soonest, remove from the Site all CONTRACTOR’s equipment at his account.

(4) If the CONTRACT should be terminated under the above provisions of Clause 20.1. (2), the CONTRACTOR shall be paid for the materials delivered and utilized in the Site prior to the date of such termination and the plant which cannot be used for other purpose (except the WORKS for which the EMPLOYER already paid to the CONTRACTOR) at the rates and prices provided in the CONTRACT. All WORKS to be paid by the EMPLOYER as aforesaid shall become the property of the EMPLOYER upon such payment being made by him.

ARTICLE 21. SETTLEMENT OF DISPUTES

If any dispute or difference of any kind whatsoever should arise between the EMPLOYER and the

CONTRACTOR in connection with or arising out of the CONTRACT or the carrying-out of the WORKS

(whether during the progress of the WORKS or after their completion, and whether before or after the

termination, abandonment or breach of the CONTRACT) both Parties shall settle it amicably upon

manual consultation with good faith and in any such case the CONTRACTOR shall proceed with the

WORKS with all due diligence.

If both Parties should fail to settle the matter through mutual consultation, either the EMPLOYER or the

CONTRACTOR may request that the matter in dispute be referred to arbitration.

All dispute or differences which are referred to arbitration shall be finally settled under the Rules of the

Singapore International Arbitration Center, in accordance with the rights and obligations stipulated in

the CONTRACT and the prevailing rules and procedures of arbitration promulgated by the United

Nations Commissions for International Trade Law (UNCITRAL). In any event arbitrators shall apply the

laws of New York, United States of America

ARTICLE 22. NOTICES

22.1. Any important notice to be given to the CONTRACTOR under the terms of the CONTRACT shall be served by sending by post to or by facsimile to or delivering the same to the CONTRACTOR’s :

………………………………

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……………………………….

………………………………

Attention : ………………………………..

Copy : ………………………………

22.2. Any important notice to be given to the EMPLOYER under the terms of the CONTRACT shall be served by sending by post to or by facsimile to or delivering the same to the EMPLOYER’s address at :

PT. Indonesia Asahan Aluminium (INALUM)

Smelting Plant, Kuala Tanjung, Batu Bara, North Sumatra

Indonesia

Attention : Manager Services Procurement and Customs Section

Copy :

- Deputy General Manager Maintenance Department PT. Indonesia Asahan Aluminium

Smelting Plant, Batu Bara , North Sumatra

Indonesia

- Deputy General Manager Procurement Department PT. Indonesia Asahan Aluminium

Smelting Plant, Batu Bara , North Sumatra

Indonesia

ARTICLE 23. INTELLECTUAL PROPERTY RIGHTS

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Any and all intellectual and industrial property rights relating to the activity and technology, know how

and engineering used and/or developed by the CONTRACTOR in the performance of this CONTRACT

shall remain the sole property of the CONTRACTOR which shall remain free to use said rights, at its sole

discretion, inter alia, in the context of projects with third Parties. Further, it is understood that the

CONTRACTOR grants the EMPLOYER the right to use such technology, know how and engineering only

for the purpose of the performance of this CONTRACT.

ARTICLE 24. CONFIDENTIALITY OBLIGATIONS

As at the date they enter not this CONTRACT the EMPLOYER and the CONTRACTOR agree to equally

enter into the Confidentially AGREEMENT and be bound by the terms thereof.

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ANNEXURE IV

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