Q0409668AB Proposal

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Quotation

July 8, 2024

Mr Ahmed Ghafir
Quena Paper Industry Co.
3 Mamer Behlar, Kasr El Nil Str.Down Town
11511 CAIRO
Egypt

Phone: 203924009
Email: [email protected]

Customer Reference: RFQ 12-2024


Our Reference: Q0409668AB
Project:

We trust our quotation will receive your favourable consideration. If you have any queries,
please do not hesitate to contact me.

Yours faithfully
Valmet FZE

Maria Nazeh Maria Nazeh


Quotation Engineer Quotation Engineer
Phone: Phone:
[email protected] [email protected]

This quotation is a budgetary quotation only and shall NOT constitute a binding commitment of Valmet.

Valmet FZE, AB-07, Jebel Ali Free Zone, P.O. Box 171, Dubai, U.A.E
Tel : +971 4 883 6974, Fax : +971 4 883 683
Pricing Sheet
July 8, 2024
2 (8)

Customer
Quena Paper Industry Co.
3 Mamer Behlar, Kasr El Nil Str.Down Town
11511 CAIRO
Egypt

Customer contact and phone Customer reference Date of enquiry


Mr Ahmed Ghafir, 203924009 RFQ 12-2024 July 2, 2024

Quotation made by Quotation number Valid to


Maria Nazeh Q0409668AB August 7, 2024

Terms of payment Overdue interest Delivery time


Advance Payment 14 weeks

Other terms

The quotation is subject to the goods being unsold

Currency Total quotation price


EUR 26,041.22

Line Item Delivery time Qty Unit price Total price


00001 Tag: 22617803 14.0 wks 2 5,342.43 10,684.86

Q-REKA065AJJST- L-B1JU6/25-Z -NDX1510HG-NN0N0000 // -KS-NP/NE/ND (1/4 NPT) - Tube: AISI316L MM


Fitting: PARKER AISI316, B1J6-10 CS8-10 QPX1-5, 3/8NPT
Mode of transportation:
Terms of Delivery: CPT Incoterms 2020 Cairo

Valve: Q-REKA065AJJST
Actuator: B1JU6/25
Positioner: NDX1510HG-NN0N0000
Topwork Details
Valve Duty: Control
Mounting Position: A-VU
Total Weight: 30 kg
Valve Details
Valve Type: Segment Valve
Valve Size: DN65
Body Pressure Rating: EN PN16
Valve Flange Drilling: EN 1092-1 PN16
Valve Flange Face Finish: EN 1092-1 Type B1 (Ra 3.2-12.5)

Valmet FZE, AB-07, Jebel Ali Free Zone, P.O. Box 171, Dubai, U.A.E
Tel : +971 4 883 6974, Fax : +971 4 883 683
Pricing Sheet
July 8, 2024
3 (8)

Customer reference Quotation number Date of enquiry


RFQ 12-2024 Q0409668AB July 2, 2024

Valve Body Material: CF8M


Valve Trim Material: 329 SS + HCr
Valve Seat Material: 316 SS + Cobalt based alloy
Valve Stem Material: 1.4460/62
Valve Bearing Material: PTFE+C25+AISI 316
Valve Seat Type: General
Valve Stem Connection: A15 keyway ASME B17.1 Dia 15 mm
Valve Seat Leakage Class (Water): FCI 70.2 class IV
Valve Max Temperature: 260.0 °C
Valve Min Temperature: -40.0 °C
Valve Painting Standard and Color: No painting
Valve Weight: 13 kg
Mounting Part Details
Mounting Set 1: High mounting, incl. SS bolting L
Actuator Details
Actuator Type: Pneumatic
Spring Action: Spring to close
Actuator Mounting Face: EN ISO5211-F05/F07
Actuator Painting Standard and Color: Epoxy, Neles blue
Actuator Temperature: -20 to +70 °C
Air Supply Pressure: 5.0 barG
Actuator Housing Material: Grey cast iron (EN1561-GJL-200)
Opening Limit Adj (Z) Degr.: 90
Closing Limit Adj (X) Degr.: 0
Actuator Weight: 13 kg
Mounting Part Details
Mounting Set 2: Mounting with bracket and piping, stainless steel mounting parts Z
Positioner Details
Positioner Type: Smart / Digital
Rising Signal To: Rising signal to open
Positioner Enclosure: IP66
Positioner Enclosure Material: Aluminium with plastic cover
Positioner Communication: HART
Signal Range: 4-20 mA
Positioner Conduit Entry: 1/2NPT
Instrumentation
Filter Regulator Module: KS-NP/NE/ND (1/4 NPT), Qty: 1
Tubing and Fitting: Tube: AISI316L MM Fitting: PARKER AISI316, B1J6-10 CS8-10 QPX1-5,
3/8NPT, Qty: 1
Valve - Additional Services
T-0258 std 3.1 material certificates
Topwork - Additional Services
Calibration Test T-2836
Deadband Test T-2836
Full Stroke Test T-2836
Functional Test: Yes
Control Valve Test T-2836
Step Response Test T-2836

Valmet FZE, AB-07, Jebel Ali Free Zone, P.O. Box 171, Dubai, U.A.E
Tel : +971 4 883 6974, Fax : +971 4 883 683
Pricing Sheet
July 8, 2024
4 (8)

Customer reference Quotation number Date of enquiry


RFQ 12-2024 Q0409668AB July 2, 2024

Documents - Additional Services


Assembly drawing: Yes
Certified dimensional drawing: Yes
Instrumentation drawing: Yes
Parts list: Yes

Line Item Delivery time Qty Unit price Total price


00002 Tag: 22510480 14.0 wks 1 5,296.85 5,296.85

REKA080AJJSTA- L-B1JU6/25-Z -NDX1510HG-NN0N0000 // -KS-NP/NE/ND (1/4 NPT) - Tube: AISI316L MM


Fitting: PARKER AISI316, B1J6-10 CS8-10 QPX1-5, 3/8NPT
Mode of transportation:
Terms of Delivery: CPT Incoterms 2020 Cairo

Valve: REKA080AJJSTA
Actuator: B1JU6/25
Positioner: NDX1510HG-NN0N0000
Topwork Details
Valve Duty: Control
Mounting Position: A-VU
Total Weight: 32 kg
Valve Details
Valve Type: Segment Valve
Valve Size: DN80
Face-to-Face Length: 165 mm
Body Pressure Rating: EN PN16
Valve Flange Drilling: EN 1092-1 PN16
Valve Flange Face Finish: EN 1092-1 Type B1 (Ra 3.2-12.5)
Valve Body Material: CF8M
Valve Trim Material: 329 SS + HCr
Valve Seat Material: 316 SS + Cobalt based alloy
Valve Stem Material: 1.4460/62
Valve Bearing Material: PTFE+C25+AISI 316
Valve Seat Type: General
Valve Stem Connection: A20 keyway ASME B17.1 Dia 20 mm
Valve Seat Leakage Class (Water): FCI 70.2 class IV
Valve Max Temperature: 260.0 °C
Valve Min Temperature: -40.0 °C
Valve Painting Standard and Color: No painting
Valve Weight: 15 kg
Mounting Part Details
Mounting Set 1: High mounting, incl. SS bolting L
Actuator Details
Actuator Type: Pneumatic
Spring Action: Spring to close
Actuator Mounting Face: EN ISO5211-F05/F07
Actuator Painting Standard and Color: Epoxy, Neles blue

Valmet FZE, AB-07, Jebel Ali Free Zone, P.O. Box 171, Dubai, U.A.E
Tel : +971 4 883 6974, Fax : +971 4 883 683
Pricing Sheet
July 8, 2024
5 (8)

Customer reference Quotation number Date of enquiry


RFQ 12-2024 Q0409668AB July 2, 2024

Actuator Temperature: -20 to +70 °C


Air Supply Pressure: 5.0 barG
Actuator Housing Material: Grey cast iron (EN1561-GJL-200)
Opening Limit Adj (Z) Degr.: 90
Closing Limit Adj (X) Degr.: 0
Actuator Weight: 13 kg
Mounting Part Details
Mounting Set 2: Mounting with bracket and piping, stainless steel mounting parts Z
Positioner Details
Positioner Type: Smart / Digital
Rising Signal To: Rising signal to open
Positioner Enclosure: IP66
Positioner Enclosure Material: Aluminium with plastic cover
Positioner Communication: HART
Signal Range: 4-20 mA
Positioner Conduit Entry: 1/2NPT
Instrumentation
Filter Regulator Module: KS-NP/NE/ND (1/4 NPT), Qty: 1
Tubing and Fitting: Tube: AISI316L MM Fitting: PARKER AISI316, B1J6-10 CS8-10 QPX1-5,
3/8NPT, Qty: 1
Valve - Additional Services
T-0258 std 3.1 material certificates
Topwork - Additional Services
Calibration Test T-2836
Deadband Test T-2836
Full Stroke Test T-2836
Functional Test: Yes
Control Valve Test T-2836
Step Response Test T-2836
Documents - Additional Services
Assembly drawing: Yes
Certified dimensional drawing: Yes
Instrumentation drawing: Yes
Parts list: Yes

Line Item Delivery time Qty Unit price Total price


00003 Tag: 22617801 14.0 wks 1 5,664.39 5,664.39

REKA100AJJSTA- L-B1JU6/25-Z -NDX1510HG-NN0N0000 // -KS-NP/NE/ND (1/4 NPT) - Tube: AISI316L MM


Fitting: PARKER AISI316, B1J6-10 CS8-10 QPX1-5, 3/8NPT
Mode of transportation:
Terms of Delivery: CPT Incoterms 2020 Cairo

Valve: REKA100AJJSTA
Actuator: B1JU6/25
Positioner: NDX1510HG-NN0N0000

Valmet FZE, AB-07, Jebel Ali Free Zone, P.O. Box 171, Dubai, U.A.E
Tel : +971 4 883 6974, Fax : +971 4 883 683
Pricing Sheet
July 8, 2024
6 (8)

Customer reference Quotation number Date of enquiry


RFQ 12-2024 Q0409668AB July 2, 2024

Topwork Details
Valve Duty: Control
Mounting Position: A-VU
Total Weight: 35 kg
Valve Details
Valve Type: Segment Valve
Valve Size: DN100
Face-to-Face Length: 194 mm
Body Pressure Rating: EN PN16
Valve Flange Drilling: EN 1092-1 PN16
Valve Flange Face Finish: EN 1092-1 Type B1 (Ra 3.2-12.5)
Valve Body Material: CF8M
Valve Trim Material: 329 SS + HCr
Valve Seat Material: 316 SS + Cobalt based alloy
Valve Stem Material: 1.4460/62
Valve Bearing Material: PTFE+C25+AISI 316
Valve Seat Type: General
Valve Stem Connection: A20 keyway ASME B17.1 Dia 20 mm
Valve Seat Leakage Class (Water): FCI 70.2 class IV
Valve Max Temperature: 260.0 °C
Valve Min Temperature: -40.0 °C
Valve Painting Standard and Color: No painting
Valve Weight: 18 kg
Mounting Part Details
Mounting Set 1: High mounting, incl. SS bolting L
Actuator Details
Actuator Type: Pneumatic
Spring Action: Spring to close
Actuator Mounting Face: EN ISO5211-F05/F07
Actuator Painting Standard and Color: Epoxy, Neles blue
Actuator Temperature: -20 to +70 °C
Air Supply Pressure: 5.0 barG
Actuator Housing Material: Grey cast iron (EN1561-GJL-200)
Opening Limit Adj (Z) Degr.: 90
Closing Limit Adj (X) Degr.: 0
Actuator Weight: 13 kg
Mounting Part Details
Mounting Set 2: Mounting with bracket and piping, stainless steel mounting parts Z
Positioner Details
Positioner Type: Smart / Digital
Rising Signal To: Rising signal to open
Positioner Enclosure: IP66
Positioner Enclosure Material: Aluminium with plastic cover
Positioner Communication: HART
Signal Range: 4-20 mA
Positioner Conduit Entry: 1/2NPT
Instrumentation
Filter Regulator Module: KS-NP/NE/ND (1/4 NPT), Qty: 1

Valmet FZE, AB-07, Jebel Ali Free Zone, P.O. Box 171, Dubai, U.A.E
Tel : +971 4 883 6974, Fax : +971 4 883 683
Pricing Sheet
July 8, 2024
7 (8)

Customer reference Quotation number Date of enquiry


RFQ 12-2024 Q0409668AB July 2, 2024

Tubing and Fitting: Tube: AISI316L MM Fitting: PARKER AISI316, B1J6-10 CS8-10 QPX1-5,
3/8NPT, Qty: 1
Valve - Additional Services
T-0258 std 3.1 material certificates
Topwork - Additional Services
Calibration Test T-2836
Deadband Test T-2836
Full Stroke Test T-2836
Functional Test: Yes
Control Valve Test T-2836
Step Response Test T-2836
Documents - Additional Services
Assembly drawing: Yes
Certified dimensional drawing: Yes
Instrumentation drawing: Yes
Parts list: Yes

Line Item Delivery time Qty Unit price Total price


00004 13.0 wks 2 1,547.56 3,095.12

-Z -NDX1510HG-NN0N0000-DS52-NDX ROTARY VDI MAGNET


Mode of transportation:
Terms of Delivery: CPT Incoterms 2020 Cairo

Positioner: NDX1510HG-NN0N0000
Total Weight: 2 kg
Mounting Part Details
Mounting Set 2: Mounting with bracket and piping, stainless steel mounting parts Z
Positioner Details
Positioner Type: Smart / Digital
Rising Signal To: Rising signal to close
Positioner Enclosure: IP66
Positioner Enclosure Material: Aluminium with plastic cover
Positioner Communication: HART
Signal Range: 4-20 mA
Positioner Conduit Entry: 1/2NPT
Instrumentation
Driver Set: DS52-NDX ROTARY VDI MAGNET, Qty: 1

Additional Charges
Freight 1,300.00 EUR

This commercial quotation is subject to Valmet completing, to Valmet's sole satisfaction, any and all necessary due diligence on
the counterparty to this commercial quotation in order to comply with any applicable financial sanctions, trade embargoes and
export controls such as those imposed by the US Treasury Department Office of Foreign Assets Control (OFAC), the US

Valmet FZE, AB-07, Jebel Ali Free Zone, P.O. Box 171, Dubai, U.A.E
Tel : +971 4 883 6974, Fax : +971 4 883 683
Pricing Sheet
July 8, 2024
8 (8)

Customer reference Quotation number Date of enquiry


RFQ 12-2024 Q0409668AB July 2, 2024

Department of State, the US Commerce Department, the European Commission or any member state of the European Union
(together "Sanctions and Export Control Laws"), and the parties are not bound by an agreement on the terms of this commercial
quotation until such time as Valmet confirms to on the counterparty to this commercial quotation that it has satisfied itself in its
sole satisfaction that it has completed such due diligence.
The validity of this commercial quotation and any subsequent order(s) is(are) subject to Sanctions and Export Control Laws and
Valmet shall have the right to suspend performance of its obligations under the quotation and any subsequent order(s) and the
right to terminate them with immediate effect and without liability, if in Valmet's reasonable opinion fulfillment of the commercial
quotation or any order(s) may result in breach of Sanctions and Export Control Laws or any bank refuses to receive or otherwise
process any payment under an order.

Valmet FZE, AB-07, Jebel Ali Free Zone, P.O. Box 171, Dubai, U.A.E
Tel : +971 4 883 6974, Fax : +971 4 883 683
GENERAL TERMS OF SALE

1. DEFINITIONS the performance of its obligations under the Contract and claim
compensation for any loss and damages incurred.
“Buyer” means the purchaser of Equipment and/or Services from
Valmet, as well as the purchaser’s principals, successors and 4.5. Valmet is committed to preventing money laundering activities
assigns, as may be applicable. or other suspicious monetary transactions. As a result, Buyer
shall notify Valmet at least ten (10) days before the due date of
“Contract” means only such documents as are expressly made any payment originating from a bank account not owned by Buyer
part of this Contract by the Parties. Such documents may include or in the Buyer’s name. In the event Buyer fails to so notify
Valmet’ quotation, technical specifications, purchase order Valmet, Valmet may reject such payments. In the event of any
(“P.O.”), P.O. acknowledgment, letter of award, Software License payment rejection, such payment will not be deemed as late if the
Agreement or Attachment, as the case may be, and other Buyer provides satisfactory evidence of ownership of the bank
attachments, but they do not include any other terms, conditions account and resubmits the payment within ten (10) days of the
or documents, whether printed on a P.O. form or otherwise. All rejection.
P.O.’s are subject to Valmet’ written acceptance. All Contract
changes must be agreed to in writing by both Parties. Valmet’ 5. DELIVERY OF EQUIPMENT
quotations shall be binding upon Valmet only if and to the extent
that (i) Valmet receives a P.O. based on Valmet’ quotation and (ii) 5.1. Delivery term shall be CPT (Incoterms 2020) unless otherwise
Valmet acknowledges such P.O. in writing. specified in the Contract. Delivery date(s) shall be specified in the
Contract and remain subject to Buyer’s timely performance of its
“Equipment” means such products, goods, machinery, systems, contractual obligations, including providing information for design
components, spare parts, materials, hardware, software, and engineering and review of drawings, as applicable.
instrumentation and technical documentation as expressly agreed
to be supplied by Valmet to Buyer under the Contract. 5.2. If Valmet defers shipment at Buyer’s request, Buyer shall
indemnify Valmet against all additional costs incurred by Valmet
“Valmet” means the legal entity that provides Equipment and/or thereby, including demurrage, handling, storage, and insurance.
Services as specified in the Contract, as well as its successors Transfer to storage at Buyer’s request or upon Buyer’s delay shall
and assigns. be deemed to constitute shipment for all purposes, including for
invoicing and payment. Buyer shall bear the risk of loss and
“Party/Parties” means either Buyer or Valmet, or both collectively. damage during storage.
“Services” means such on-site work, erection supervision, 5.3. Title to Equipment shall pass to Buyer upon (i) delivery in
training, start-up assistance, testing and other services as accordance with applicable delivery term (Incoterms 2020) and (ii)
expressly agreed to be rendered by Valmet to Buyer under the respective payment in full. However, title to Software programs
Contract. shall at all times remain with Valmet in accordance with Valmet
software licensing terms. Buyer agrees to execute Valmet
“Software” means such computer programs, applications, and Software License and Non-Disclosure Agreement upon request.
related documentation and data, like source, object and
executable codes, listings and firmware as expressly agreed to be 5.4. Should the delivery of Equipment (except minor parts not
supplied by Valmet to Buyer under the Contract. necessary for the Start-up of Equipment) be delayed from the
specified Delivery Date for reasons solely attributable to Valmet,
“Start-up” means such time at which the Equipment is first able to Buyer shall, provided actual Start-up is delayed, be entitled to, as
commence production use. the Buyer’s sole and exclusive remedy for such delay, liquidated
damages in the amount of 0.5 % of the Price of delayed
2. PREAMBLE
Equipment for each complete week of delay. The maximum
These General Terms of Sale shall apply when specified in the amount of liquidated damages and other liability of Valmet for
Contract or otherwise agreed to by the Parties. In case of any delays under the Contract shall, however, not exceed 5 % of the
discrepancies in the Contract documents or between the other Price of delayed Equipment.
Contract documents and these General Terms, these General
Terms of Sale shall prevail. Deviations from, or amendments to,
6. MECHANICAL AND PERFORMANCE WARRANTIES
these General Terms of Sale shall apply only when agreed to in 6.1. Valmet warrants that Equipment will be free from defects in
writing by the parties. design, engineering, materials and workmanship under normal
BUYER’S ACCEPTANCE OF VALMET’ QUOTATION IS EXPRESSLY use, maintenance, service and handling for a period of 12 months
LIMITED TO AND CONDITIONED UPON ACCEPTANCE ALL OF THE from Start-up, or 18 months from the last major delivery of
PROVISIONS THEREOF, INCLUDING THESE GENERAL TERMS OF Equipment, whichever comes first (“Warranty Period”). As
SALE. IF A VALMET QUOTATION IS CONSTRUED AS AN expressly provided in the Contract, a shorter Warranty Period may
ACCEPTANCE OF BUYER’S OFFER OR AS A CONFIRMATION OF AN apply in specific cases or for specific materials or equipment (as
EXISTING CONTRACT, SUCH ACCEPTANCE OR CONFIRMATION IS warranted by sub-vendors of such materials and equipment).
EXPRESSLY CONDITIONED ON THE BUYER'S ASSENT TO ANY
ADDITIONAL OR DIFFERENT TERMS CONTAINED HEREIN.
6.2. Valmet undertakes, at its discretion and cost, to repair or
3. SCOPE OF EQUIPMENT AND SERVICES replace defective equipment covered by the warranty in Section
6.1, provided that Buyer has notified Valmet in writing of the
The scope of Equipment and Services to be provided by Valmet defects within the Warranty Period and has given Valmet the
is limited to that expressly specified in the Contract. opportunity to examine and test the defective Equipment.

4. PRICE, TAXES AND TERMS OF PAYMENT 6.3. With respect to replacement parts provided pursuant to the
warranty in Section 6.1, a new warranty period equal to the original
4.1. Prices quoted by Valmet remain valid for 60 days, unless one commencing on the date of installation of the replacement
otherwise stated in the quotation. Contract Price (“Price”) for parts shall be granted.
Equipment and Services is specified in the Contract.
6.4. All warranties (whether for replacement parts, latent defects
4.2. Price does not include any sales, use, property, value added or otherwise) shall expire no later than the earlier of 24 months
or other taxes, duties, fees or other official charges, whether from Start-up or 30 months from the last major delivery of
federal, provincial, state or local (“Governmental Charges”). Buyer Equipment.
shall be liable for all Governmental Charges unless exempt
therefrom. 6.5. Warranty shall not apply to, and Valmet shall not be liable for:

4.3. Terms of payment are specified in the Contract. Unless (i) consumables, or parts having a life expectancy shorter than the
otherwise agreed, all invoices are due net 30 days from the date Warranty Period;
of the invoice. All overdue invoices shall bear an annual interest
(ii) ordinary wear and tear;
at the rate of 10 % accruing from the due date until paid in full.
(iii) defects, damages, losses and costs (a) resulting from
4.4. In the event that a payment to Valmet remains unpaid more
improper or incomplete handling, storage, erection, operation,
than 30 days after its due date, Valmet reserves the right, without
maintenance or other use of Equipment by Buyer or third parties,
any liability and without prejudice to its other rights, to suspend
or (b) caused by non-compliance with Valmet manuals or
instructions;
2022
GENERAL TERMS OF SALE

(iv) modifications to Equipment made by Buyer or any third party MATERIALS, ENERGY OR LABOUR, COST OF CAPITAL, DOWNTIME
without a prior written consent of Valmet; and OR PLANT SHUT-DOWNS, CLAIMS RAISED BY BUYER’S CUSTOMERS,
NOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL OR PUNITIVE COST,
(v) any other acts or omissions of Buyer or any third party. LOSS OR DAMAGE, ARISING OUT OF OR IN RELATION TO THE
CONTRACT WHETHER IN AN ACTION FOR BREACH OF THE
CONTRACT OR WARRANTY, TERMINATION, TORT (INCLUDING
6.6. Performance Warranty criteria for Equipment, if any, as well
NEGLIGENCE), INDEMNITY OR STRICT LIABILITY, OR OTHERWISE.
as procedures and conditions for the performance test runs, shall
be specified in the Contract. 9.3. VALMET MAXIMUM MONETARY LIABILITY UNDER THE
CONTRACT, WHETHER BASED ON THE CONTRACT, TORT,
6.7. THE EXPRESS WARRANTIES AND REMEDIES DESCRIBED IN INDEMNITY, STATUTE, BREACH OF WARRANTY OR ANY OTHER
SECTIONS 6.1 TO 6.6 ABOVE ARE THE SOLE AND EXCLUSIVE LEGAL OR EQUITABLE GROUND, SHALL NOT EXCEED AN AMOUNT
WARRANTIES AND REMEDIES PROVIDED BY VALMET TO BUYER. EQUAL TO 10 % OF THE PRICE.
ANY AND ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED,
STATUTORY, CONDITIONS OF MERCHANTIBILITY, FITNESS FOR 10. FORCE MAJEURE
PARTICULAR PURPOSE OR OTHERWISE, ARE HEREBY WAIVED AND
EXCLUDED.
Neither Party shall be liable for any unforeseen events or
circumstances beyond its reasonable control including, but not
7. PATENT AND OTHER INTELLECTUAL PROPERTY
limited to, fire, strike or other labor conflict, acts of God, material
RIGHTS
shortage, casting failure, war, flood, avian flu or other epidemics,
7.1. Valmet shall, at its option and cost, defend or settle any Governmental act or regulation, transportation restriction and the
patent, trademark or copyright infringement suit or proceeding like, and to the extent affecting performance under the Contract.
brought against Buyer to the extent it is based on a claim that by The Party wishing to claim relief by any of such unforeseen events
Valmet designed Equipment infringes any existing patent, or circumstances, shall notify the other Party promptly on the
trademark or copyright issued on or before the date of the commencement, effects and cessation thereof.
Contract, provided that Buyer: (a) notifies Valmet in writing within
11. SANCTIONS AND EXPORT CONTROL LAWS
15 days from Buyer’s knowledge of such claim; (b) makes no
admission or statement with regard to the claim without the prior 11.1. With respect to the fulfilment of the Contract, the Buyer and
written approval of Valmet; and (c) uses its reasonable efforts to Valmet undertake as follows:
mitigate loss. Buyer shall provide Valmet with any authority,
information and assistance required by Valmet to defend and (i) To comply with any and all laws and regulations applicable to
negotiate the settlement of same. Valmet shall pay all direct the Buyer or Valmet with respect to the Contract and any action
damages and costs awarded against Buyer for such infringement, taken pursuant to either prohibiting or otherwise restricting trade
except any cost or damage due to settlement agreed to by Buyer with any individual, entity or jurisdiction, or imposing licensing
without Valmet written consent. requirements on the same, including without limitation financial
sanctions, trade embargoes and export controls such as those
7.2. If Equipment becomes the subject of a claim pursuant to imposed by the US Treasury Department Office of Foreign Assets
Section 7.1, Valmet shall, at its discretion and cost, do any one or Control (OFAC), the US Department of State, the US Commerce
combination of the following: Department, the European Commission or any member state of
the European Union (together “Sanctions and Export Control
(i) procure for Buyer the right to continue using the infringing
Laws”).
Equipment or part thereof;
(ii) To not take any action, or make any omission, that could cause
(ii) replace the infringing part with a non-infringing part; or
any party to be in breach of, or otherwise be exposed to any
(iii) modify the infringing part so that it becomes non-infringing. restriction or penalty pursuant to, or suffer any adverse
consequences of any kind arising directly or indirectly from, any
7.3. VALMET SHALL HAVE NO LIABILITY TO BUYER FOR CLAIMED Sanctions and Export Control Laws, including without limitation
INFRINGEMENT OF ANY PATENT OR OTHER INTELLECTUAL making any Equipment or any item incorporating the Equipment
PROPERTY RIGHTS RESULTING FROM EITHER: available for the direct or indirect benefit of a person subject to
financial sanctions, such as those named on the OFAC list of
(i) Buyer’s own design or specification;
Specially Designated Nationals and Blocked Persons, the EU
(ii) change or modification to Equipment by Buyer or any third Consolidated List of Financial Sanctions Targets or any similar list
party without Valmet prior written consent; or maintained by any EU member state, or any party owned or
controlled by such a person (together “Sanctions Targets”).
(iii) use of Equipment in a manner or for a purpose other than
specified in the Contract, or in contravention of Valmet manuals 11.2. Valmet shall have the right to suspend performance of its
or instructions. obligations under the Contract and the right to terminate the
Contract, with immediate effect and without liability, if:
7.4. This Section 7 sets forth the sole and exclusive remedy of
Buyer for the infringement of any patent, trademark, copyright or (i) in its reasonable judgment, circumstances exist that could
other third-party intellectual property right infringement by Valmet result in the non-fulfilment of the undertaking in clause 11.1;
Equipment.
(ii) the Buyer becomes a Sanctions Target;
8. INDEMNIFICATION AND HOLD HARMLESS (iii) any bank refuses to receive or otherwise process any payment
Subject to limitations of Section 9 below, Valmet and Buyer each under the Contract;
agree to indemnify, defend and hold each other and their (iv) in its reasonable judgment, performance of its obligations
respective directors, officers, employees, agents and sureties becomes commercially non-viable because of the Sanctions and
harmless from any and all liability, including reasonable attorney Export Control Laws.
fees, for the injury or death of any person to the extent caused by
the indemnitor, its directors, officers, employees, agents or The Buyer shall reimburse Valmet for any claims, damages,
sureties. losses, costs and expenses (including attorney's fees) suffered or
incurred by Valmet resulting from (i) the Buyer’s breach of either
9. LIMITATIONS OF LIABILITY of the undertakings in clause 11.1; or (ii) Valmet suspension of its
9.1. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED obligations under, or termination of, the Contract pursuant to this
IN THE CONTRACT, VALMET LIABILITY TO BUYER SHALL NOT clause 11.2.
EXCEED BUYER’S DIRECT DAMAGES, AND IN SUCH CASE ONLY TO
THE EXTENT SUCH DAMAGES ARE CAUSED BY VALMET NEGLIGENT 11.3. In the event that Valmet terminates the Contract pursuant to
ACTS OR OMISSIONS. VALMET SHALL NOT ASSUME ANY LIABILITY clause 11.2 above, and without prejudice to Valmet other rights
FOR DAMAGES ARISING FROM NUCLEAR, SPACE OR AVIATION and obligations under the Contract, Valmet shall be entitled to use
ACTIVITIES, OR FOR COMPLIANCE WITH SAFETY OR the money as a set-off against claims under clause 11.2 last
ENVIRONMENTAL REGULATIONS BEYOND ITS SCOPE OF SUPPLY
paragraph.
OR WORK.

9.2. VALMET SHALL IN NO EVENT OR CIRCUMSTANCE BE LIABLE FOR


ANY LOSS OF PROFIT, LOSS OF PRODUCTION, LOSS OF REVENUE,
LOSS OF SAVINGS, LOSS OF OR EXCESSIVE UTILIZATION OF RAW

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GENERAL TERMS OF SALE

12. TERMINATION 15.6. If any provision of the Contract shall be held invalid or
unenforceable, the remaining provisions shall remain in full force
12.1. Without prejudice to any claims available in the and effect.
circumstances, a Party may terminate the Contract by written
notice to the other Party (“Defaulting Party”): 16. APPLICABLE LAW, DISPUTES

(i) upon bankruptcy, insolvency, wind-up, trustee appointment, or 16.1. The Contract shall be governed by and construed in
similar proceeding against, or in case of dissolution of, the accordance with the laws of Sweden, excluding the 1980 United
Defaulting Party; Nations Convention on Contracts for the International Sale of
Goods.
(ii) upon an event or circumstance described in Section 10 which
affects contractual performance of the Defaulting Party for more 16.2. Any dispute arising out of or in connection with the Contract
than 6 months; or shall be finally settled in accordance with the Rules of Arbitration
of the International Chamber of Commerce by one or more
(iii) upon any other material breach of the Contract by the arbitrators appointed in accordance with the said Rules. The
Defaulting Party, which breach has not been completely rectified arbitration shall take place in Stockholm, Sweden and the
within a reasonable period of time after the receipt of a written language of the proceedings and the award shall be English.
notice thereof from the Party not in breach. Judgment upon the award rendered by the Arbitrator(s) shall be
binding and final upon the Parties.
12.2. In addition to the foregoing, Valmet shall be entitled to
terminate the Contract by written notice to the Buyer upon failure 16.3. This Section 16 shall not preclude a Party from obtaining
by Buyer to pay any amount owing to Valmet within 30 days from interim injunctive relief on an immediate basis from a court of
its due date. competent jurisdiction pending outcome of the arbitration.
12.3. If the Contract is terminated or suspended by Buyer for 17. COVID-19 Clause
convenience, which shall not take place after the first scheduled
shipment of Equipment, Buyer shall reimburse Valmet, in a form The Parties are aware of the Coronavirus COVID-19 (“Outbreak”)
of down and progress payments already made and additional was declared a pandemic by the World Health Organization on
termination reimbursement payment, for all costs incurred up to March 11th, 2020. This Outbreak may or may not impact the
termination, all costs incurred due to cancellation of sub-contracts, normal execution and performance of this Contract. Should there
and for Valmet reasonable overhead and profit allocation. be an impact to goods or services or the Equipment under the
Contract, the Parties agree:
12.4. If the Contract is terminated by Buyer for cause, Valmet
maximum liability shall in no event exceed the total amount of (a) the affected Party will notify the other in writing, outlining the
down and progress payments already made, which total amount effect of the Outbreak on its performance under this Contract,
Valmet shall refund subject to the condition that Equipment
already delivered shall first be returned to Valmet. (b) Valmet shall have no liability for damages to the Buyer,
including but not limited to liquidated damages, penalties, fines or
13. CONFIDENTIALITY fees, whether arising out of or in connection with the Outbreak;

Any and all trade secrets, specifications, drawings, designs, (c) Valmet is entitled to a reasonable extension of time
samples, other technical, financial, product, marketing, sales, representing the impact of the Outbreak on its performance or
production, subcontracting, pricing and other confidential and/or delivery obligation, the period of which will be subject to
proprietary information disclosed by a Party whether pertaining to negotiation between the Parties; and
Equipment, Services, or otherwise to the Contract, or the
disclosing Party, its products, businesses, operations, or plans, (d) any additional cost actually attributable to the Outbreak under
shall not be disclosed to any third party by the receiving Party and, performance of the Contract for the goods, services, Equipment
unless otherwise agreed in writing, shall be used solely for the or otherwise will be borne by the Buyer; and
purposes of the Contract. The receiving Party shall ensure that its
directors, officers, employees and agents comply with the (e) if the effects of this Outbreak continues for six (6) months,
obligations herein. Unless otherwise agreed in writing by the either Party may terminate this Contract by written notice and the
Parties, the confidentiality, non-disclosure and non-use procedure under clause 12 applies.
obligations herein shall remain in force to the maximum term
permitted by applicable law.

14. ENTIRE AGREEMENT


The provisions of the Contract constitute the entire and final
agreement and understanding between Valmet and Buyer with
respect to the supply of Equipment and Services under the
Contract. All prior communications between the Parties, whether
in writing or verbal, are superseded hereby.

15. MISCELLANEOUS

15.1. Any notice given by a Party under the Contract may be given
by courier, personal delivery, or mail, postage prepaid, or by
telefax, e-mail or similar electronic method. Date of service shall
be deemed to be the date of the signed or electronically created
delivery confirmation, as applicable.

15.2. The Contract or any part thereof shall not be assigned,


except for customary sub-contracting by Valmet, without a written
agreement of the Parties.

15.3. Buyer shall be responsible for obtaining all licenses and


permits required for the project and Buyer’s operations as well as
for compliance with the same, including licenses to use Equipment
and building environmental and other permits.

15.4. No action arising out of the Contract or any performance


thereunder may be brought against the other Party after expiry of
two (2) years from the date of delivery of Equipment.

15.5. No waiver of a breach of any provision of the Contract shall


constitute a waiver of any subsequent breach of such or any other
provision.
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