Building the Background for the Processing of Sorted Paper Waste within the Energy Self-sufficient Premises Kozomín-BOR Biotechnology, a.s

Tender Documentation -pursuant to Section 44 of Act No. 137/2006 Coll., on Public Procurement (“Act”), as amended, for the purpose of an above-threshold public contract within the open procedure

Public Contract Name:

“Building the Background for the Processing of Sorted Paper Waste within the Energy Self-sufficient Premises Kozomín-BOR Biotechnology, a.s.’”

Complex Technology for Processing Sorted Paper Waste

Tento projekt „Vybudování zázemí pro zpracovávání papírenského tříděného odpadu v rámci energeticky soběstačného areálu Kozomín- BOR Biotechnology, a.s.“ je spolufinancován z operačního programu Životní prostředí z prostředků Státního fondu životního prostředí ČR

Content

1

Contracting Entity Identification .......................................................................................................... 4

2

Exact Specification of the Subject of Public Contract and Contracting Entity’s Requirements .............. 4

2.1

Exact Specification of the Subject of Public Contract ............................................................................ 4

2.2

Contracting Entity’s Requirements for the Supply of Paper Making Machine ...................................... 4

2.3

Tender Documentation ......................................................................................................................... 6

2.4

Additional Information on Tender Documentation ............................................................................... 6

3

Place of Fulfilling Public Contract ......................................................................................................... 6

4

Anticipated Date of Supplying Object of Contract................................................................................ 6

5

Selection Procedure Type .................................................................................................................... 6

6

Co-funding ........................................................................................................................................... 7

7

Proving the Fulfilment of Qualification and Other Prerequisites .......................................................... 7

7.1

Proving the Fulfilment of Basic Qualification Criteria............................................................................ 7

7.1.1 Proving the Fulfilment of Basic Qualification Criteria pursuant to Section 53 of the Public Procurement Act ............................................................................................................................................. 7 7.1.2 7.2

Proving the Basic Qualification Criteria by Foreign Suppliers ......................................................... 10 Proving the Professional Qualification Prerequisites .......................................................................... 10

7.2.1 Proving the Professional Qualification Prerequisites pursuant to Section 54 of the Public Procurement Act ........................................................................................................................................... 10 7.2.2 7.3

Proving the Fulfilment of Professional Qualification Prerequisites by Foreign Suppliers ............... 11 Submission of Declaration of Conformity and Provision of Referrals ................................................. 12

7.3.1

Submission of Declaration of Conformity pursuant to Section 56(1) f) of the Act ......................... 12

7.3.2

Submission of the List of Significant Orders – pursuant to Section 56(1) a) of the Act .................. 12

8

Bid Content(s) and Other Conditions ................................................................................................. 12

8.1

Compulsory Bid Content(s) .................................................................................................................. 12

8.2

Required Modification of Bid............................................................................................................... 14

8.3

Binding Bid ........................................................................................................................................... 14


8.4

Billing and Payment Conditions ........................................................................................................... 14

8.5

Conditions upon fulfilment of which the bid price may be exceeded ................................................. 14

8.6

Contracting Entity’s Other Conditions ................................................................................................. 15

8.7

Inspection of the Place of Performance .............................................................................................. 15

9

Method of Preparing Bid ................................................................................................................... 15

9.1

Bid Variants.......................................................................................................................................... 15

9.2

Requirements for Contract Draft ......................................................................................................... 16

10 Evaluation of Applicants’ Bids ............................................................................................................ 16 10.1

Criteria for Evaluating Bids .................................................................................................................. 16

10.2

Opening of Envelopes .......................................................................................................................... 17

11 Time and Place of Submitting Bids ..................................................................................................... 18 12 Cost of Participation .......................................................................................................................... 18 13 Selection Procedure Cancellation ...................................................................................................... 18 14 Notice of the Winning Applicant ........................................................................................................ 18 Annex No. 1 – Bid Cover Page ................................................................................................................... 19 Annex No. 2 – Tissue Machine Parts Specification .................................................................................... 21 Annex No. 3 .............................................................................................................................................. 24


1

Contracting Entity Identification

Contracting Entity: Registered Address: Representatives:

BOR Biotechnology, a.s. Grafická 950/22, Prague 5, 150 00 Ing. Oliver Garaj Ing. Přemysl Kotouček

Company identification Number: Tax identification Number: Contact Person: Phone: Fax: E-mail: WWW:

2

2.1

283 66 085 CZ 283 66 085 Dana Macková +420 725 815 734 +420 257 316 864 [email protected] www.borbiotechnology.cz

Exact Specification of the Subject of Public Contract and Contracting Entity’s Requirements Exact Specification of the Subject of Public Contract

The subject of the public contract shall be the delivery of a paper making machine for producing tissue paper. The machine must meet the criteria for producing a competitive tissue paper and, in particular, smooth paper used to produce cosmetic tissues. More detailed information on the subject of the public contract can be found in Annex No. 2.

2.2

Contracting Entity’s Requirements for the Supply of Paper Making Machine

The bid must be prepared in compliance with the following requirements: 1. All otherwise undefined parameters shall be applicable the final product – tissue paper for the production of facial tissues 15.0 g/m2, with dry matter of at least 95 %, on the reel, and with the degree of creping of 15 %. 2. Supplier of the machine must offer a machine that uses 100% wood gas to prepare hot air and steam during normal continuous operation of the machine. In case of objective troubles, the 2% use of LPG or natural gas shall be acceptable. 3. Supplier of the machine must fill the following parameters in the formulas for calculating the operating cost: For the production of 13 g/m2 on Yankee, 15 g/m2 on the reel with the degree of creping of 15 %:


a. specific electrical power consumption in MWh/t of paper, all equipment included; formulation: TOTAL ELECTRICAL POWER REQUIREMENTS AT A.M. CAPACITY / HRS / TONS OF PAPER 1 HOUR b. specific wood gas consumption in MWh/t of paper; formulation: SYN GAS FLOW NM3/H x GAS SPECIFIC W. X GAS SPECIFIC HEAT / TONS OF PAPER 1 HOUR c. specific steam consumption in MWh/t of paper; formulation: STEAM FLOW AT MAX RELATIVE PRESSURE x STEAM HEATING CAPACITY / TONS OF PAPER 1 HOUR For the production of 13.9 g/m2 on Yankee, 16 g/m2 on the reel with the degree of creping of 15 %: a. specific electrical power consumption in MWh/t of paper, all equipment included; formulation: TOTAL ELECTRICAL POWER REQUIREMENTS AT A.M. CAPACITY / HRS / TONS OF PAPER 1 HOUR b. specific wood gas consumption in MWh/t of paper; formulation: SYN GAS FLOW NM3/H x GAS SPECIFIC W. X GAS SPECIFIC HEAT / TONS OF PAPER 1 HOUR c. specific steam consumption in MWh/t of paper; formulation: STEAM FLOW AT MAX RELATIVE PRESSURE x STEAM HEATING CAPACITY / TONS OF PAPER 1 HOUR For the production of 18.1 g/m2 on Yankee, 21 g/m2 on the reel with the degree of creping of 16 %: a. specific electrical power consumption in MWh/t of paper, all equipment included; formulation: TOTAL ELECTRICAL POWER REQUIREMENTS AT A.M. CAPACITY / HRS / TONS OF PAPER 1 HOUR b. specific wood gas consumption in MWh/t of paper; formulation: SYN GAS FLOW NM3/H x GAS SPECIFIC W. X GAS SPECIFIC HEAT / TONS OF PAPER 1 HOUR c. specific steam consumption in MWh/t of paper; formulation: STEAM FLOW AT MAX RELATIVE PRESSURE x STEAM HEATING CAPACITY / TONS OF PAPER 1 HOUR 4. To comply with the final-dry-matter value, there must be the possibility of regulating the dry matter of paper by mechanical dewatering prior to the paper getting on the Yankee dryer ensuring dry matter value of at least 44 %. 5. The final dry matter on the POPE reel must be optimized, in longitudinal and transverse direction, by the machine control system regulating the mechanical dewatering parameters, the hot air supply parameters, and the steam flow parameters. The preferential control system shall adjust the mechanical dewatering parameters. The measuring frame QCS shall be part of this regulation system. 6. The transition coefficient on the Yankee dryer must be at least 900 W/m2 ° K. 7. The supply of the paper making machine shall include the parts described in Annex No. 2 ‘Tissue Making Machine Parts Specifications’. 8. The bid must enable gradual payment of the price for Object of Contract in percentage proportion corresponding to Article 2 of Annex No. 3. 9. Object of Contract shall be delivered pursuant to INCOTERMS 2010, DDU. 10. Object of Contract shall be delivered within 9 (nine) months from the effective date of the Contract – Annex No. 3. Tento projekt „Vybudování zázemí pro zpracovávání papírenského tříděného odpadu v rámci energeticky soběstačného areálu Kozomín- BOR Biotechnology, a.s.“ je spolufinancován z operačního programu Životní prostředí z prostředků Státního fondu životního prostředí ČR

11. Object of Contract shall be insured to the extent of its value + 10 % until it is handed over on the basis of a handover certificate. 12. Supplier shall provide a warranty of 24 (twenty four) months applicable to Object of Contract as of the date when Object of Contract has been put into operation, or of 30 (thirty) months applicable as of the date when Object of Contract has been delivered. 13. Supplier undertakes to comply with the provisions pertaining to sanctions pursuant to Article 7 of Annex No. 3 to Contract for Work. 14. Supplier shall supply Object of Work according to EN standards (in particular, standards 1034, 1010, 292 and 60) and Machinery Directive 2006/42/EC and shall use the metric system. 15. The legal relationships between Parties shall be governed by the applicable substantive laws of the Czech Republic. 16. More detailed conditions of the assignment pursuant to paragraphs 17-24 can be found in Annex No. 3. Specification: A more detailed specification of the machine parts can be found in Annex No. 2 ‘Tissue Making Machine Parts Specification’. The process must adhere to all environmental standards and laws.

2.3

Tender Documentation

Tender Documentation shall be sent to individual applicants, at their written request, in paper or electronic form at the latest within 2 working days of their bid (for contacts see paragraph 1). It shall also be available on Contracting Entity’s webpage or Portal.

2.4

Additional Information on Tender Documentation

Pursuant to Section 49 of the Act, Applicant’s written request must be delivered to Contracting Entity at the latest 6 working days prior to the expiration of the time-limit for submitting bids, that is, 22 April 2014.

3

Place of Fulfilling Public Contract

The place of fulfilling public contract shall be the premises of BOR Biotechnology, a.s., Central Bohemian region.

4

Anticipated Date of Supplying Object of Contract

The anticipated date of supply and commissioning shall be December 2014 – April 2015.

5

Selection Procedure Type

Public Contract shall be awarded within the open procedure pursuant to Section 27 of the Act. Tento projekt „Vybudování zázemí pro zpracovávání papírenského tříděného odpadu v rámci energeticky soběstačného areálu Kozomín- BOR Biotechnology, a.s.“ je spolufinancován z operačního programu Životní prostředí z prostředků Státního fondu životního prostředí ČR

6

Co-funding

Object of Contract shall be co-funded from the Operational Programme ‘Environment’ and from the State Environmental Fund of the Czech Republic - project ‘Building the Background for the Processing of Sorted Paper Waste within the Energy Self-sufficient Premises Kozomín-BOR Biotechnology, a.s.’ within Priority Axis 4 ‘Enhanced Efficiency in Handling Waste and Removing Old Environmental Impacts (FS), identification No.: EDS/SMVS, MSC2007 115D242001323, CZ.1.02/4.1.00/12.16645.

7

Proving the Fulfilment of Qualification and Other Prerequisites

Within its bid, Applicant shall be obliged to prove the fulfilment of the qualification criteria pursuant to paragraphs 7.1 and 7.2 of this Article. When handling the information by which Applicant is proving the fulfilment of qualification criteria, Contracting Entity undertakes to proceed so as not to violate Applicant’s rights and legitimate interests with respect to the protection of intellectual property or trade secret.

7.1

Proving the Fulfilment of Basic Qualification Criteria

7.1.1 Proving the Fulfilment of Basic Qualification Criteria pursuant to Section 53 of the Public Procurement Act Basic qualification prerequisites shall be considered as fulfilled by such a supplier (see the table): basic qualification prerequisites to be fulfilled by Supplier

a)

method of proving the fulfilment provided that the bid has been selected as most advantageous which has not been convicted, by a final Extract from the Criminal Register judgment, of a crime committed to the benefit of an organized criminal group, a crime of If Supplier is a legal entity, an extract participation in an organized criminal group, from the Criminal Register must be legalization of the proceeds of crime, submitted in relation to both the legal complicity, the acceptance and provision of a entity/Supplier and the legal bribe, bribery, indirect bribery, fraud, credit entity’s/Supplier’s all statutory bodies fraud, including the preparation of, attempt at, or its statutory body’s all members; if or involvement in, such crime or the erasure of Supplier’s statutory body or Supplier’s conviction of such crime from criminal records; statutory body’s member is a legal in case of a legal entity, this prerequisite must entity, an extract from the Criminal be fulfilled by both the legal entity and its Register must be submitted in statutory body or each member of its statutory relation to both the legal body, and if Supplier’s statutory body or entity/Supplier and the legal entity’s Supplier’s statutory body’s member is a legal statutory body or each member of its entity, this prerequisite must be fulfilled by statutory body. both the legal entity and its statutory body or


each member of the legal entity’s statutory body; if the bid or the application for participation is submitted by a foreign legal entity through its organizational unit, this prerequisite must be fulfilled, alongside the stated entities, by such organizational unit’s chief; this prerequisite must be fulfilled by Supplier in relation to both the territory of the Czech Republic and the country of Supplier’s registered address, place of business or residence; which has not been convicted, by a final judgment, of a crime the facts of which are related to Supplier’s scope of business pursuant to special laws, including the erasure of conviction of such crime from criminal records; in case of a legal entity, this prerequisite must be fulfilled by both the legal entity and its statutory body or each member of its statutory b) body, and if Supplier’s statutory body or Supplier’s statutory body’s member is a legal entity, this prerequisite must be fulfilled by both the legal entity and its statutory body or each member of its statutory body; if the bid or the application for participation is submitted by a foreign legal entity through its organizational unit, this prerequisite must be fulfilled, alongside the stated entities, by such organizational unit’s chief; this basic qualification prerequisite must be fulfilled by Supplier in relation to both the territory of the Czech Republic and Supplier’s registered address, place of business or residence; which has not met the factual elements of c) unfair competition in the form of bribery pursuant to the special laws in the last 3 years; against the property of which no insolvency proceedings within which bankruptcy would be adjudicated are conducted or have been conducted in the last 3 years, or the bankruptcy petition has not been dismissed due to lack of d) Supplier’s assets to cover the cost of insolvency proceedings, or bankruptcy has not been cancelled due to complete lack of Supplier’s assets; or compulsory administration of the assets has been ordered pursuant to the special

Extract from the Criminal Register If Supplier is a legal entity, an extract from the Criminal Register must be submitted in relation to both the legal entity/Supplier and the legal entity’s/Supplier’s all statutory bodies or its statutory body’s all members; if Supplier’s statutory body or Supplier’s statutory body’s member is a legal entity, an extract from the Criminal Register must be submitted in relation to both the legal entity/Supplier and the legal entity’s statutory body or each member of its statutory body.

Supplier’s declaration clearly showing that this qualification prerequisite was fulfilled Supplier’s declaration clearly showing that this qualification prerequisite was fulfilled


laws; which is not subject to liquidation; e)

f)

which has no tax arrears recorded in both the Czech Republic and the country of Supplier’s registered address, place of business or residence;

which has no public health insurance premiumand no public health insurance premium g) penalty- related arrears in both the Czech Republic and the country of Supplier’s registered address, place of business or residence; which has no social security insurance premium-, no social security insurance premium penalty-, and no state employment policy h) contribution- related arrears in both the Czech Republic and the country of Supplier’s registered address, place of business of residence;

i)

j)

k)

Supplier’s declaration clearly showing that this qualification prerequisite was fulfilled confirmation issued by the competent Tax Office -and Supplier’s excise taxrelated declaration clearly showing that this qualification prerequisite was fulfilled Supplier’s declaration clearly showing that this qualification prerequisite was fulfilled in relation to all insurance companies

confirmation issued by the respective department of the Czech Social Security Administration or by the authority pursuant to the laws of the country of Supplier’s registered address, place of business or residence, which confirmation shall not be older than 90 calendar days declaration from Supplier or directly from its professionally qualified person(s), clearly showing that this qualification prerequisite was fulfilled

which has not been disciplinarily punished by a final judgment or has not been imposed a disciplinary measure pursuant to the special laws in the last 3 years; if Supplier pursues this activity through its responsible representative or other person responsible for Supplier’s activity, this prerequisite shall also apply to these persons (see the required professional qualifications in the professional qualification prerequisites); which is not entered in the Register of Entities Supplier’s declaration clearly showing Prohibited from Concluding Public Contracts; that this qualification prerequisite was fulfilled which has not been imposed, by a final Supplier’s declaration clearly showing judgment, a fine for enabling the performance that this qualification prerequisite of illegal work pursuant to the special law was fulfilled (Section 5 e) 3) of Act No. 435/2004 Coll., on Employment, as amended) in the last 3 years.

The documents proving the fulfilment of basic qualification prerequisites and the extract from the Companies Register must not be older than 90 days in case of the open procedure pursuant to Section 57(2) of the Act. Tento projekt „Vybudování zázemí pro zpracovávání papírenského tříděného odpadu v rámci energeticky soběstačného areálu Kozomín- BOR Biotechnology, a.s.“ je spolufinancován z operačního programu Životní prostředí z prostředků Státního fondu životního prostředí ČR

7.1.2 Proving the Basic Qualification Criteria by Foreign Suppliers If the fulfilment of technical qualification prerequisites is proven by a foreign supplier, such foreign supplier shall be obliged to prove the same as follows: -

-

7.2

in the manner as ensues from a special law, if any, and, should no such special law be available: in the manner and through the documents in compliance with the laws applicable in the country of such foreign supplier’s registered address, place of business or residence; if no such documents exist (are issued): through a sworn statement if, pursuant to the laws applicable in the country of the foreign supplier’s registered address, place of business or residence: the specific document is not issued or no relevant obligation defined by the qualification prerequisites exists (for example, a specific certificate of the achieved education is not provided)

Proving the Professional Qualification Prerequisites

7.2.1 Proving the Professional Qualification Prerequisites pursuant to Section 54 of the Public Procurement Act Applicant must prove sufficient qualifications necessary to fulfil the delivery to the extent and in the quality as required by Contracting Entity. If the bid is submitted by a group of applicants, it shall do if the individual qualification requirements are fulfilled jointly by them. The fulfilment of the professional qualification prerequisites shall be considered as proven by a supplier which has submitted (see the table): professional qualification prerequisites to be fulfilled by supplier (documents to be submitted)

a)

method of proving the fulfilment provided that the bid has been selected as most advantageous an extract from the Companies Register if an extract from the Companies Supplier is entered in it or an extract from other Register if Supplier is entered in it or similar register if Supplier is entered in it; an extract from other similar register if Supplier is entered in it; the extract from the Companies Register must not, as of the last day on which the fulfilment of the qualification prerequisites shall be proven (that is,


the time-limit for submitting bids), be older than 90 calendar days the trade authorizationrelated documents pursuant to the special laws, to the extent corresponding to the subject of the public contract, in particular, the relevant trade license b)

trade authorizationrelated documents (an extract from the Trade Register) fully covering the subject of the public contract; it shall concern, in particular, the submission of the trade license for professional trade – a trade license for implementing constructions and their modification and removal, or, possibly, other license of a similar nature, corresponding to the subject of the public contract

7.2.2 Proving the Fulfilment of Professional Qualification Prerequisites by Foreign Suppliers The fulfilment of the professional qualification prerequisites shall be proven as follows: -

-

in the manner as ensues from a special law, if any, and, should no such special law be available: in the manner and through the documents in compliance with the laws applicable in the country of such foreign supplier’s registered address, place of business or residence; if no such documents exist (are issued): through a sworn statement if, pursuant to the laws applicable in the country of the foreign supplier’s registered address, place of business or residence: the specific document is not issued or no relevant obligation defined by the professional qualification prerequisites exists (for example, the institute of trade licenses does not exist)

However, in relation to the professional qualification prerequisites, it is necessary to consider whether the following is required: - trade license - membership in a specific association or professional organization, or professional qualifications automatically usable in the territory of the Czech Republic


7.3

Submission of Declaration of Conformity and Provision of Referrals

7.3.1 Submission of Declaration of Conformity pursuant to Section 56(1) f) of the Act All the items of Applicant’s bid shall be substantiated through documents proving conformity of the offered goods and issued by the respective authority.

7.3.2 Submission of the List of Significant Orders – pursuant to Section 56(1) a) of the Act Applicant shall submit a list of significant supplies implemented by Applicant/Supplier in the last 3 years, stating their scope and the period of their implementation. The following shall be annexed to such list: 1. the certificate issued or signed by the contracting authority if the goods have been delivered to a contracting authority; 2. the certificate issued by other entity if the goods have been delivered to an entity other than a contracting authority; 3. or the contract with the other entity and the certificate of Supplier’s implemented supplies; if the certificate pursuant to subparagraph 2 cannot be obtained from such entity due to reasons on such entity’s part, the following must be specified for the aforementioned: a) Client’s corporate name b) subject of a significant order c) period and place of implementing the significant order d) financial volume of the significant order e) Client’s contact person with whom the implementation of the significant order can be verified; clients’ certificates of due and professional implementation of such orders must be annexed to such list. The certificates (or the list of significant orders) must clearly show that in the stated period, Supplier implemented at least: - 2 orders part of which was the supply of a paper making machine for producing tissue paper with production capacity similar to that stated in this Tender Documentation (600-100 tonnes/day), corresponding, by their configuration and scope, to the specification stated in Annex No. 2. - 2 orders part of which was the installation of a shoe press in the papermaking line to increase the dry matter of paper by mechanical dewatering. This qualification prerequisite shall be fulfilled by Supplier even if they concern orders that are being implemented at the moment provided that the above-stated parameters are fulfilled as of the date of issuing and submitting Client’s respective certificate.

8 8.1

Bid Content(s) and Other Conditions Compulsory Bid Content(s)


Applicant shall submit, in particular: a) a bid cover page with Applicant’s identification details (if the bid is submitted by a group of applicants, the bid cover page shall state all of them, the applicant holding a position of General Supplier being stated as the first); b) an original of the association agreement (if the bid is submitted jointly by more entities) or an original of the contract with the respective sub-supplier (if any of the qualification prerequisites is proven through a sub-supplier), as well as the documents substantiating the fulfilment of the qualification criteria; c) a list of the statutory bodies or the statutory bodies’ members that entered into employment, function-based or similar relationship with Contracting Entity in the last 3 years from the end of the time-limit for submitting bids; d) if Supplier is a joint stock company, a list of holders of shares the aggregate face value of which exceeds 10 % of the registered capital, which list being executed in the time-limit for submitting bids; e) Applicant’s declaration that Applicant did not and will not enter into any of the prohibited agreements pursuant to the special law (Act No. 143/2001 Coll., on Protection of Competition, as amended) in relation to the awarded public contract; f) the documents substantiating the fulfilment of the qualification criteria (see paragraphs 7.1 and 7.2); in case of a group of applicants, certificates shall be supplied separately for each of them; g) a description of the offered solution; h) a detailed specification of the bid, containing: - a technical description incl. all technical parameters; - the technical sheets for the individual components in a form enabling the determination of total input power of the equipment and the consumed energies (electricity, water, produced waste and its qualification, etc.); - lifetime of the individual components, the average cost of repair and maintenance, and all evaluated parameters incl. the cost of environmentfriendly disposal; - the anticipated time schedule of supplies, the personnel and qualification requirements concerning the operators, the repair conditions incl. the catalogue of key spare parts and the dates of their supply, the equipmentrelated operations manual incl. the time schedule of interruptions of the operation, the warranty terms, the operational usability of the equipment for the purpose of evaluating the parameters that are awarded points – see Article 10 i) the operational usability of the offered equipment (operation-related data obtained from Applicant’s equipment already installed incl. the substantiation of the achieved performance, the consumption and the operating cost); j) the price structured as stipulated in Annex No. 1 ‘Bid Cover Page’ – Article 2 ‘Bid – Unit Prices’ – to Tender Documentation; k) a draft of the contract for work / purchase contract signed by the person authorized to act on Applicant’s behalf, which contract draft must contain the elements set in the draft of the contract for work that forms Annex No. 3 to Tender Documentation and must comply with the tender conditions; Tento projekt „Vybudování zázemí pro zpracovávání papírenského tříděného odpadu v rámci energeticky soběstačného areálu Kozomín- BOR Biotechnology, a.s.“ je spolufinancován z operačního programu Životní prostředí z prostředků Státního fondu životního prostředí ČR

l)

Applicant’s referrals stating the implemented orders of a similar scope incl. the operator’s contact details; m) information based on which Contracting Entity shall evaluate the bids (see Article 10); n) other documents and information required by Tender Documentation; o) and a declaration of the number of sheets of the submitted bid

8.2

Required Modification of Bid

Bid shall be prepared in Czech in paper form and on a CD and shall be signed by Applicant’s authorized representative. Bid shall be submitted in paper form. All its individual sheets shall be firmly bound in order to prevent their loss or replacement and shall be upwardly numbered (official documents and sheets do not need to be numbered). All parts of the bid shall form a whole. Bid shall not contain any transcriptions or corrections capable of misleading Contracting Entity. The first sheet of the bid shall be the cover page (Annex No. 1 to Tender Documentation). Applicant’s Bid must be submitted in writing in a closed envelope entitled as ‘DO NOT OPEN!’. The envelope shall be clearly marked as ‘Selection Procedure – Emission-free Technology for Producing Electrical and Heat Power from Waste Biomass (waste wood biomass)’. The envelope must contain Applicant’s name and the address to which Bid may be sent back.

8.3

Binding Bid

Applicant’s Bid shall be binding for a period of 90 days from the final date set for submitting bids.

8.4 Billing and Payment Conditions All accounting documents must contain the elements of a tax document pursuant to the applicable Value Added Tax Act. With regard to the nature of the project, a tax document shall be due at the latest within 60 days. If the tax documents do not contain the relevant elements, Contracting Entity shall be entitled to send them back for completion in the maturity period without being in default with paying for them. The maturity period shall re-commence once properly completed or corrected documents have been sent. The payment conditions shall be determined in the draft of Contract for Work.

8.5

Conditions upon fulfilment of which the bid price may be exceeded

The bid price may be exceeded only if the tax laws have been amended. The exceeding shall correspond to the possible increase associated with the amended tax laws.


8.6

Contracting Entity’s Other Conditions

The scope of the proposal for a solution and the supply of the object of performance and its implementation must comply with Tender Documentation. Applicant must fulfil all requirements stated in Tender Documentation. If Applicant is not able to satisfy any of the requirements, it is necessary to state this fact explicitly and propose and justify the substitute solution. Contracting Entity reserves the right to cancel the tender pursuant to Section 84 of the Public Procurement Act. Contracting Entity reserves the right to exclude Applicant due to Applicant’s failure to fulfil the tender conditions if Applicant fails to submit the documents pursuant to Article 7 in the prescribed scope and form and Applicant’s bid is counter to paragraphs 8.1 and 8.2 of Tender Documentation. The contract concluded with the winning Supplier shall state (for example, in its final provisions) the following text: “Pursuant to Section 2 e) of Act No. 320/2001 Coll., on Financial Control in Public Administration, the selected Supplier shall be obliged to provide assistance when the financial control is carried out.” The date of supplying the technology shall be stated once the contract has been signed.

8.7

Inspection of the Place of Performance

At their request, Applicant shall be allowed to inspect the place of performance on 21 March 2014 from 10 o’clock. A different date may be agreed in exceptional cases.

9

Method of Preparing Bid

The bid price shall be set for the given period of performance as the highest admissible price including all cost, risk and profit in compliance with the conditions stated in Tender Documentation. The total price in Czech crowns shall be specified and shall be structured as ‘excl. VAT’ and ‘incl. VAT’ as applicable on the date of submitting Bid. The Czech National Bank’s exchange rate applicable on the date of announcing the selection procedure shall be used to convert from other currencies. The bid price shall not be changed due to inflation of the Czech crown, the exchange rate value of the Czech crown towards foreign currencies, or any other factor affecting the exchange rate and the currency stability. The bid price must be supported by the price recapitulation – an overview of all parts of the supply and their total price excl. VAT and incl. VAT. The bid price shall include all work, supplies and activities ensuing from Tender Documentation, including insurance for the supply and its implementation (or, possibly, summary corporate insurance). The basis for preparing a bid price shall be this Tender Documentation and all Annexes hereto.

9.1 Bid Variants Contracting Entity shall not allow variant solutions to the individual bids. Tento projekt „Vybudování zázemí pro zpracovávání papírenského tříděného odpadu v rámci energeticky soběstačného areálu Kozomín- BOR Biotechnology, a.s.“ je spolufinancován z operačního programu Životní prostředí z prostředků Státního fondu životního prostředí ČR

9.2

Requirements for Contract Draft

Applicant shall submit a draft of the purchase contract for the entire subject of the tender. All business and payment conditions set by Contracting Entity in the tender conditions have been set as minimal. Applicant shall not be entitled to condition the proposed business and payment conditions by any other condition. Conditioned bids or bids stating several different data shall be excluded from the tendering procedure. Applicant’s Bid must contain a draft of the contract in compliance with Bid and Contracting Entity’s requirements. The contract draft must be signed by Applicant’s statutory body or the person duly authorized by Applicant. In such case, an original or a certified copy of the authorization must be part of Applicant’s Bid. The submission of an unsigned contract text shall not count as the submission of a contract draft. Applicant’s Bid shall so become incomplete and Contracting Entity shall exclude such Applicant from further participation in the tendering procedure. These conditions shall be set in the form of Seller’s proposal for the contract text of an obligatory nature. Contracting Entity/Buyer reserves the right to express its remarks on the contract in compliance with Tender Documentation and the business usage. Applicant acknowledges that Contracting Entity has filed an application for a grant for the purpose of funding the project - the part of which shall be the supply of technology pursuant to this Tender Documentation -, the selection procedure and the winning bid ensuing from such procedure. If the application for a grant is rejected, Contracting Entity shall be entitled to rescind the supply contract. Contracting Entity shall be obliged to notify applicants of the possible rejection of the application for a grant without undue delay.

10 Evaluation of Applicants’ Bids 10.1 Criteria for Evaluating Bids 1. Fulfilled qualification criteria (see paragraphs 7.1, 7.2, 8.1 and 8.2): YES/NO -where each failure to fulfil shall constitute the reason for rejecting the bid 2. Point system where the bid awarded the highest number of points shall be evaluated as winning. The evaluation criteria shall be as follows: Order 1 2 3

Evaluation Criterion Bid Price Delivery Date Technical Parameters

Proportion 60 % 10 % 30 %


3. Evaluation of the ‘Bid Price’ Criterion The bid price shall be in CZK excl. VAT. The price shall constitute a price for the entire machine as stated in the specification, DDU Kozomín. Bid containing the lowest price shall be evaluated as the best. 4. Evaluation of the ‘Delivery Date’ Criterion Bid setting the shortest delivery time-limit shall be evaluated as the best. The delivery time-limit as guaranteed for the overall scope of delivery of the machine from signing the contract following the completed selection procedure, provided that the contract is signed within one month from announcing the selection procedure results, shall be evaluated as the best. 5. Evaluation of the ‘Technical Data’ Criterion To evaluate this criterion, the lowest values shall be evaluated as the best in using the 30 scale and starting with the best bid. Technical Data Diameter of Yankee dryer Specific electrical power consumption incl. consumption of all drives and equipment according to the specified scope of supply Specific wood gas consumption Specific steam consumption Total guaranteed daily consumption of fresh water in compliance with the specified performance of the machine

Unit mm MWh/t

Proportion 2% 2%

MWh/t MWh/t M3/day

3% 3% 2%

To evaluate this criterion, the highest values shall be evaluated as the best in using the 3-0 scale and starting with the best bid. Technical Data Consistent in-flow under a defined gram weight of 21 g/m2 on the reel, with the grade of creping of 16 % Retention in the production from 100% cellulose Maximum dry matter prior to Yankee dryer by mechanical dewatering

Unit %

Proportion 6%

% %

6% 6%

10.2 Opening of Envelopes The envelopes shall be opened on 27 April 2014 in the presence of bidders’ representatives and the evaluation commission. A certificate signed by members of the evaluation commission shall be drawn up in relation to the opening. The opening of envelopes in itself shall take place at the address identified as the address for delivering bids. Tento projekt „Vybudování zázemí pro zpracovávání papírenského tříděného odpadu v rámci energeticky soběstačného areálu Kozomín- BOR Biotechnology, a.s.“ je spolufinancován z operačního programu Životní prostředí z prostředků Státního fondu životního prostředí ČR

Annex No. 1 – Bid Cover Page Tender Name: “Building the Background for the Processing of Sorted Paper Waste within the Energy Selfsufficient Premises Kozomín-BOR Biotechnology, a.s.” Complex Technology for Sorted Paper Waste 1. Applicant’s Identification Details Applicant shall complete the below table with data valid as of the date of submitting Bid. ITEM

DATA COMPLETED BY APPLICANT

Registered Address Delivery Address (if different from registered address) Phone, fax E-mail, WWW Applicant’s Scope of Business Identification Number Tax identification Number Person Authorized to Act on Applicant’s Behalf* Contact Person Phone, fax E-mail 2. Bid – Unit Prices Applicant shall state unit prices of the individual parts of the supply, specified in Annex No. 2. The price for the actual volume of Applicant’s performance shall be calculated based on these unit prices. Prices offered for individual technological parts incl. installation in the place of implementation

Price excl. VAT in CZK

Price incl. VAT in CZK

All bid prices shall be final until the selection is made and cannot be changed during the selection procedure. 3. Bid – Deadlines Tento projekt „Vybudování zázemí pro zpracovávání papírenského tříděného odpadu v rámci energeticky soběstačného areálu Kozomín- BOR Biotechnology, a.s.“ je spolufinancován z operačního programu Životní prostředí z prostředků Státního fondu životního prostředí ČR

Applicant shall fill in the possible implementation deadlines in calendar days (including holidays and weekends) from entering into the contractual relationship between Client and Supplier in compliance with paragraph 4 of Tender Documentation.

Item

Number of Days

4. Person Authorized to Act on Applicant’s Behalf*: Degree, Name, Surname: .................................................................... Title: .................................................................................................... Signature: ............................................................................................ *Person authorized to act on Applicant’s behalf shall mean Applicant’s statutory representative or person authorized in writing by Applicant’s statutory representative. In case of such authorization, a power of attorney or other form of authorization stating the scope of the competencies delegated to the authorized person, including Applicant’s statutory representative’s signature, must be part of the bid. Note: Bid Cover Page shall contain the CONTENT of the bid.


Annex No. 2 – Tissue Machine Parts Specification To heat hot air for the hood, wood gas with the maximum hourly volume of 2600Nm3/hour and calorific value of 5.4MGJ/Nm3 shall be used. Technical Data: Gram scales on Yankee

g/m2

11-32

Paper width on the reel

mm

2,760

Maximum Jumbo role diameter

mm

2,500

Dry matter on the reel

%

95

Maximum production on the reel in producing 18.1 g/m2 on Yankee, 21 g/m2 on the reel, with the grade of creping of 16 %

t/day

80

Maximum volume of consumed fresh water

m3/day

250

Wet part structure

rustproof AISI 304 (in-flow, sieve part, press part) incl. supporting structures


Tissue Machine Parts Specification

Pos

Popis

Description

Konstantní část stroje

APPROACH FLOW SYSTEM

dvoudiskový mlýn tlakový třídič přívodní potrubí od tlakového třídiče do nátoku

Refiner Screen Approach piping (screen to headbox)

Linka zpracování výmětu agregát pro rozvlákňovač výmětu

UTM Pulper

Tissue stroj

BROKE LINE

TISSUE MACHINE

hydraulický nátok formovací sítová část lisová část sušící válec hydraulický navíječ s nosným válcem navíjecí tyče (válce ) 6ks

Headbox Crescent Former Press Section Yankee Dryer Pope Reel Reel Spools (6pcs)

Příslušenství tissue stroje základové desky řezání okrajové pásky automatické zavádění nakladač navíjecích tyčí hydraulický systém centrální mazání převodovky převodovka pro sušící válec lávky a žebříky ovládací konzole a panely rozvody stroje pro olej, vodu a vzduch ovládání pneu zařízení

TISSUE MACHINE ACCESSORIES Soleplates Tail Cutter Tail Threading system Reel Spools Loader Hydraulic system Lubrication System Mechanical drives Mechanical drives for Yankee Walkways and ladders Control consoles and Panels On-machine Pre-piping for oil, water and air Pneumatic control equipment

Náhradní válce tissue stroje kompletní sací přítlačný válec, včetně ložisek 1ks kompletní sítový válec, včetně ložisek a pouzder 1ks Vysokovýkoný sušící kryt

TISSUE MACHINE SPARE ROLLS Suction Press roll complete with bearing and housing (1) Wire/felt roll complete with bearings and housings (1) HIGH EFFICIENCY HOOD


sušící kryt válce zařízení cirkulace vzduchu zařízení odtahu vzduchu zařízení pro přívod vzduchu výměník zbytkového tepla vzduchové potrubí

Yankee hood Circulation Air System Exhaust Air System Supply Air System Heat Recovery System Ducting

Parokondenzační systém tepelný kompresor regulační ventily ruční ventily odlučovač čerpadla kondenzátu přístrojové vybavení

STEAM &CONDENSATE SYSTEM Thermocompressor Control valves Manual Valves Separator Condensate pumps Instrumentation

Podtlakový systém podtlaková čerpadla samonasávací čerpadlo pro odlučovač

VACUUM SYSTEM Vacuum pumps Self-priming pump for the separator

Zařízení chemického nástřiku sušícího válce zařízení pro ohřívání vody systém chemického nástřiku sušícího válce zařízení zajišťující recyrkulaci roztoku zařízení pro nástřik okrajů sušícího válce aplikační střička propojovací potrubí

YANKEE COATING SYSTEM Heating system Coating system Coating Recirculation System Chemical Yankee edge spraying Coating shower Connecting piping

Servisní služby supervize montáže asistence při uvádění do provozu školení pracovníků obsluhy

MILL SITE SERVICES Erection supervision Check–out and Start-up assistance Local Training


Annex No. 3 Draft of Contract for Work / Purchase Contract CONTRACT FOR THE SUPPLY OF THE EQUIPMENT OF TISSUE MACHINE On the following day, month and year, the Contracting Parties: 1. THE SELLER XY and 2. THE BUYER BOR Biotechnology, a.s., a company duly organized and existing under the laws of Czech Republic and having its principal office at Grafická 950/22, 150 00 Prague 5, Czech Republic (hereinafter referred to as the “BUYER”), concluded the following Contract: 1. SUBJECT OF THE CONTRACT Pursuant to the terms and conditions laid down in this Contract, the SELLER shall sell the Equipment of Tissue Machine to the BUYER, while the scope and the technical specification shall be defined in Annex 1 (hereinafter as the “Equipment”): 2. CONTRACT PRICE AND CONDITIONS OF PAYMENT The total Contract Price for the supply of the Equipment under this Contract shall amount to XY CZK. The BUYER shall pay the Contract Price to the SELLER as follows: Conventional Tissue Machine 2.1.

Fifteen percent (15 %) of the Contract Price, as an advanced payment, shall be paid by the bank transfer order against the invoice within five (5) days after the Parties hereto have signed this Contract.

2.2.

Ten percent (10 %) of the Contract Price, as a second payment, shall be paid by the bank transfer order against the invoice within seven (7) months prior to delivery and upon submittal of the TM Layout presentation for approval.

2.3.

Twenty percent (20 %) of the Contract Price, as a third payment, shall be paid by the bank transfer order against the invoice within five (5) months prior to delivery and upon submittal of the basic engineering documentation.


2.4. 2.5.

2.6.

2.7.

Thirty percent (30 %) of the Contract Price, as a fourth payment, shall be paid by the bank transfer order against the invoice at goods readiness for shipment. Ten percent (10 %) of the Contract Price, as a fifth payment, shall be paid by the bank transfer order against the invoice within (30) days upon start up, however maximum (8) months after delivery. Ten percent (10 %) of the Contract Price, as the sixth payment, shall be paid by the bank transfer order against the invoice within thirty days (30) days upon fulfillment of Performance Guarantees pursuant to Article 4.10. hereof, however maximum (12) months after the last delivery. Five percent (5 %) of the Contract Price shall be used as a retainage for the period of 1 year and shall be paid to the SELLER within 14 days after 1 year of operation of the tissue machine elapses and upon fulfillment of all Performance Guarantees.

3. TERMS OF DELIVERY The Equipment shall be delivered on DDU District of Mělník (BUYER’s site) in accordance with the provisions of the INCOTERMS 2010. 3.1. The Equipment shall be delivered within 9 months (DDU District of Mělník) after the Effective Date of this Contract as mentioned in Article 22 of this Contract. 3.2.

The SELLER shall inform the BUYER in writing of the readiness of the Equipment fifteen (15) days in advance.

3.3.

Partial shipment shall be permitted.

3.4.

The risk of the Equipment shall pass to the BUYER when the Equipment has effectively been unloaded at BUYER’S site and the title shall pass to the BUYER after fulfillment of all his payment obligations.

3.5.

The SELLER shall send three (3) original invoices and three (3) original packing lists by courier within five (5) days from the date of shipment.

3.6.

All Equipment shall be packed according to the SELLER’s standard packing.

4. INSPECTION, START-UP 4.1. The inspection including the material, mechanical, and electrical tests shall be subject to the SELLER’s procedures and standards of test and inspection at the SELLER’s and/or its sub-contractors’ factories, and shall be deemed as final. After Tento projekt „Vybudování zázemí pro zpracovávání papírenského tříděného odpadu v rámci energeticky soběstačného areálu Kozomín- BOR Biotechnology, a.s.“ je spolufinancován z operačního programu Životní prostředí z prostředků Státního fondu životního prostředí ČR

the completion of such inspections, the SELLER shall send a copy the inspection report of the BUYER. The BUYER has the right to attend such tests and inspections at the SELLER’s and/or its sub-contractors’ factories provided that costs and expenses for such attendance are borne by the BUYER. The SELLER shall provide the BUYER with the work progress schedule determining the main milestones for the equipment delivery, when the inspections would be effected. 4.2.

Without any delay after each delivery to the BUYER’s site, the SELLER shall perform the erection of the Equipment.

4.3.

The BUYER shall complete all necessary civil and construction work (including suitable foundations or other means of support for the Equipment), and shall provide, construction equipment, haulage, water, temporary power, temporary facilities, consumables, materials and services necessary for the erection of the Equipment.

4.4.

The BUYER shall make available warehouse/storage facilities with suitable structure to house the Equipment.

4.5.

Immediately after the date of completing the erection of the Equipment at the Project Site, the BUYER shall carry out the commissioning of the Equipment.

4.6.

Immediately after the date of completing the commissioning of the Equipment at the Project Site, The BUYER shall carry out the start-up of the Equipment. The definition of the start-up is the time when the Equipment continuously produces two salable jumbo reels of tissue paper.

4.7.

The start-up shall be done within twelve (12) months upon the effective date of this Contract. However, if the start-up of the Equipment is not completed due to the reason not attributable to the SELLER within twelve (12) months after the date of delivery, the start-up of the Equipment shall be deemed as completed as of the date of twelve (12) months after the date of delivery.

4.8.

After the date of completing the start-up of the Equipment at the Project Site, the final acceptance tests of the Equipment will be carried out by the BUYER at the


time agreed by both Parties, but within four (4) months after the completion of the start-up. The purpose of such final acceptance tests shall be to verify the guaranteed performance of the Equipment and the BUYER shall issue the final acceptance certificate about the guaranteed performance of the Equipment. 4.9.

In advance to the final acceptance tests, the BUYER and the SELLER shall confirm that the conditions mentioned in the Annex 3 “PERFORMANCE GUARANTEES” are fully attained by both parties.

4.10.

If the final acceptance test is not completed due to the reason attributable to the SELLER, the SELLER shall have the right to investigate the reason of nonperformance of the guaranteed items and to request the BUYER to carry out the final acceptance tests within twelve (12) months after the date of the completion of the start-up. In case that the final acceptance test is delayed for certain period due to the reason not attributable to the SELLER, the SELLER shall have the right to extend the deadline of completion of the final acceptance test for such period. In case that the final acceptance test is not completed due to the reason not attributable to the SELLER for twelve (12) consecutive months after the date of the completion of the start-up, the Equipment shall be deemed as accepted by the BUYER and the FAC shall be issued and signed by the BUYER on such a date.

4.11.

The BUYER has the right to issue the FAC of the Equipment without carrying out the final acceptance test, but only in case that the operating records in the actual operation show without any doubts, or it has been otherwise explicitly established, that the guaranteed performance has been attained. In such a case, final acceptance test shall not be executed.

5. INSURANCE The Equipment shall be insured by the SELLER for shipping for the invoice value of each shipment plus 10% covering ALL RISKS including SRCC. The Equipment shall be insured from the point of loading of the Equipment at SELLER’s facility up the point of unloading at BUYER’S site. 6. WARRANTY Tento projekt „Vybudování zázemí pro zpracovávání papírenského tříděného odpadu v rámci energeticky soběstačného areálu Kozomín- BOR Biotechnology, a.s.“ je spolufinancován z operačního programu Životní prostředí z prostředků Státního fondu životního prostředí ČR

6.1.

The Equipment is warranted for a period of twenty-four (24) months from the date of the completion of the start-up as specified in Article 4.6 or thirty-six (36) months from the date of delivery, whichever comes earlier, to be free from defects in design, material or workmanship under normal use and operation except for natural wear and tear.

6.2.

If the BUYER notifies the SELLER in writing without delay of any claimed defect in the Equipment during the warranty period as provided in Article 6.1 hereof, the SELLER will, at its option and expenses, either repair the same or provide a replacement thereof DDU the Project site. In case of replacement of equipment, the replaced equipment is warranted for a period of twenty-four (24) months from the date of arrival at the Project Site. The cost for supervising the installation related to the replaced equipment shall be borne by the SELLER. The foregoing warranty does not cover, and the SELLER makes no Warranty with respect to: a) Failures not reported to the SELLER within the warranty period specified above; b) Failures or damages due to negligence, accident abuse, improper operation or maintenance, or abnormal conditions of temperature, moisture, dirt or corrosion which is attributable to the BUYER; c) Failures due to the material or replacement supplied by the BUYER and/or the repair, reworking or modifications made by the BUYER without the SELLER’s prior written consent; d) Losses of or damages to the Equipment not attributable to the SELLER; and/or e) The cost of dismantling and installation of the Equipment.

The warranties set forth in this Contract are exclusive and in lieu of any other warranties, express or implied by law or trade usage. 6.3. The SELLER makes no warranty of fitness or suitable of the Equipment if the Equipment is used for other purpose than producing the paper specified in this Contract.

7. LIQUIDATED DAMAGES FOR LATE DELIVERY 7.1.

If the SELLER fails to deliver the Equipment within the delivery period as specified in Article 3.1, the SELLER shall pay liquidated damages to the BUYER as follows:


zero point five percent (0.5%) of the Contract Price will be levied for each full week of late delivery, counting from four (4) weeks after delivery period as specified in Article 3.1.

7.2.

If the SELLER fails to deliver the Equipment within the delivery period as specified in Article 3.1 due to the reason not attributable to the SELLER, the SELLER shall not be liable for paying the liquidated damage to the BUYER.

8. LIABILITY LIMITATION Remedies set forth herein shall be exclusive and in lieu of all other remedies recoverable by law. 9. FORCE MAJEURE In the event that the performance by the SELLER of its obligations under this Contract is prevented by force majeure, directly or indirectly affecting the activities of the SELLER or any other person or corporation connected with the sale, manufacture, supply, shipment of the Equipment, including without limitation, act of God, flood, typhoon, earthquake, tidal wave, landslide, fire, plague, epidemic, quarantine restrictions, perils of the sea, war, warlike conditions, riots, strikes, lockouts or any other similar cause or causes or any other or causes or circumstances whatsoever beyond the reasonable control of the SELLER, then the SELLER shall not be liable for loss or damage, or failure or delay in performing its obligations under this Contract any may, at its option, extent so affected. Notwithstanding the foregoing, no occurrence of any event of force majeure shall relieve the BUYER of its obligation to make payment for the Equipment already supplied and/or performed hereunder. 10. DEFAULT, TERMINATION REMEDIES 10.1.

Each of the following events shall constitute an event of default of the BUYER when each of the events continues unremedied for a period of forty five (45) days after the receipt of the written notice from the SELLER. (hereinafter referred to as the “BUYER´s Event of Default”) The SELLER shall send second written notice within thirty (30) days from the first notice. After forty five (45) days from the first notice, the SELLER may, by written notice of the BUYER´s Event of Default, terminate the whole or any part of this Contract.


(I) (II) (III)

10.2.

In the event that the SELLER terminates this Contract in whole or in part as provided in Article 10.1 the SELLER shall have the following rights, without prejudice to any other rights or remedies which it might have: (I) (II) (III)

(IV)

10.3.

If the BUYER fails to pay any amount of the Contract Price when due in accordance with the terms hereof. If the BUYER fails to perform any of its other obligations in accordance with this Contract, If the BUYER at any time becomes bankrupt or has receiving order or administration order made against him or makes any composition or arrangement with or for the benefit of his creditors or purports to do so or any application or is made under any bankruptcy act for the time being in force for sequestration of his estate or a trust deed is granted by him on behalf of his creditors,

To forfeit the payments paid by the BUYER pursuant to Article 2 hereof; To request the BUYER to return the Progress Payment Guarantees and Startup Guarantee; To requested the BUYER to pay all reasonable extra costs and expenses incurred by the SELLER until the data of such BUYER´s Event of Default. The request of payment by the SELLER to the BUYER shall be made by a written notice and attached with evidence of such cost; To stop or suspend all or part of its execution or performance or obligations under the Contract; In case of the SELLER to forfeit or receive part or all of the Contract Price, then the BUYER shall have the right to take over the part or all of the Equipment already delivered to the Project Site, the Equipment produced and the materials for the Equipment in the Manufactures factories. The cost of evacuation of the Equipment or the materials for the Equipment from the Manufacturers factories shall be borne by the BUYER and the SELLER shall be co-operative to such evacuation work.

It the SELLER fails to perform its obligations under this Contract not on account of Force Majeure or reasons not attributable to the BUYER or any other person under the control of the BUYER and shall fail to remedy the relevant breach within forty five (45) days after the receipt of the notice from the BUYER, such event shall constitute an event of default of the SELLER. (hereinafter referred to as the “SELLER’s Event of Default”). The Buyer shall send second written notice within fifteen (15) days from the first notice and send third written notice within thirty


(30) days from the first notice. After forty five (45) days from the first notice, the BUYER may, by written notice of the SELLER’s Event of Default, terminate the whole or any part of the Contract. 10.4.

In the event that the BUYER terminates the Contract in whole or in part as provided in Article 10.3., then, the BUYER may, without prejudice to any other rights or remedies which the BUYER may have. (I)

(II)

to demand the SELLER to pay back to the BUYER all of the Contract-Price which has been paid to the SELLER (hereinafter referred to as the “Paid amounts”) until the date of such SELLER’s Event of Default; to request the SELLER to pay all reasonable extra costs and expenses incurred by the BUYER by the date of such event of SELLER’s Event of Default. The request of payment by the BUYER to the SELLER shall made by a written notice and attached with evidence of such costs; In case the SELLER pays back the part or all of the Contract Price, then the SELLER shall have the right to take over the Equipment delivered by the SELLER until the time of such SELLER’s Event of Default. The cost of disassembling and evacuation of the Equipment shall be borne by the SELLER and the BUYER shall be co-operative to such works.

10.5.

The SELLER acknowledges that the BUYER lodged an application for subsidy for the purposes of financing the project, the part thereof is the supply of the Equipment under this Contract. If the application is refused, the BUYER shall be entitled to withdraw from this Contract. In such a case, the BUYER shall inform the SELLER without undue delay about the refusal of the application.

11. TRADE MARKS All drawings, specifications, design, plans, computer programs and other documents prepared by or on behalf to the SELLER in connection with the performance of the Equipment (hereinafter referred to as the “Design Materials”), and all intellectual property rights in and to the Design Materials, are and shall remain the SELLER’s property. The Design Materials are for use solely with respect to the Equipment which is the subject to the Contract, and shall not, without the SELLER’s written consent, be used by the BUYER or its Tento projekt „Vybudování zázemí pro zpracovávání papírenského tříděného odpadu v rámci energeticky soběstačného areálu Kozomín- BOR Biotechnology, a.s.“ je spolufinancován z operačního programu Životní prostředí z prostředků Státního fondu životního prostředí ČR

agent or Contractors, on any other project, for completion of the Equipment hereunder by others, or for any other services or work. The Design Materials are confidential, and the BUYER agrees to keep the Design materials confidential upon receipt of the same directly or indirectly from the SELLER or from any of the SELLER’s Contractors, sub-contractors, venders or consultants. The obligation to keep the Design Material confidential shall survive the cancellation of this Contract or completion of the Equipment. 12. CHANGES 12.1.

The BUYER may request changes in the design, drawings and specifications of the Equipment. As promptly as practicable after receipt of a written request of changes by the BUYER, the SELLER will advise the BUYER in writing as to any amendment to this Contract which may be necessitated by such requested changes, including but not limited to any amendment of the Contract Price, time of delivery and specifications.

12.2.

If such requested amendment is accepted in writing by the Parties, the SELLER will make such requested changes to the Equipment, The SELLER reserves the right to make minor changes in details of design, construction or arrangement of the Equipment as shall, in its judgment, constitute an improvement over such former practice as may be shown or described in the Contract.

13. SAFETY DEVICES The SELLER will furnish such guards and safety devices as are described in the Equipment specifications. The BUYER may inform the SELLER on a timely basis of the need for other or different guards or safety devices, which will be supplied by the SELLER if conditions including but not limited to price, delivery, etc. are met. Because the mill operating environment is within the exclusive control of the BUYER, the SELLER cannot undertake that the guards and safety devices furnish under this Contract will comply with safety regulations applicable to the use or operation of the Equipment or will eliminate hazard to operating personnel. 14. STANDARD AND REGULATION All the Equipment to be supplied by the SLLER shall be designed and manufactured in accordance with the following rules and standards: European Standards (EN) (mainly Tento projekt „Vybudování zázemí pro zpracovávání papírenského tříděného odpadu v rámci energeticky soběstačného areálu Kozomín- BOR Biotechnology, a.s.“ je spolufinancován z operačního programu Životní prostředí z prostředků Státního fondu životního prostředí ČR

1034;1010;292;60), Machinery Directive 2006/42/EG, Rules and standards of the countries of origin. The sizes and dimension of all the machinery and Equipment shall be in Metric System. Screw threads shall be in ISO metric system 15. DRAWINGS AND MAINTENENACE MANUALS The SELLER will furnish three (3) copies and one (1) set of CD-ROM of maintenance manuals and assembly and foundation drawings for the Equipment, which will show location and space requirements, floor openings, bolts holes, and foundation loading. All maintenance manuals shall be written in English language. The SELLER will not supply detailed or shop working drawings of the Equipment. All manuals and drawings will remain the SELLER’s property and may not be reproduced, except for the BUYER’s use, or transmitted or disclosed to any party other than employees of the BUYER without the prior written consent of the SELLER. 16. DUTIES AND TAXES Taxes, impositions, duties and expenses and banking charges and withholding tax payable in the Czech Republic in connection with its performance under this Contract shall be paid by the BUYER, the banking charges and taxes payable outside Czech Republic shall be borne by the SELLER.

17. ASSINGNMENT 17.1.

This Contract shall not be assigned in whole or in part by either of the parties without the prior written consent of the other party.

17.2.

In the event of such assignment, the assignor shall be bound under the terms of this Contract in the same manner and to the same extent as the assigning party, and assigning party shall guarantee performance of the provisions of this Contract.

18. SEVERABILITY


If any provision of this Contract is held to be illegal, invalid, or unenforceable under present or future laws effective during terms of this Contract, the legality, validity, and enforceability of the remaining provisions of this Contract shall not be affected thereby. 19. ENTIRE AGREEMENT This Contract constitutes the full and complete agreement between the parties hereto in connection with the subject matter hereof, and any amendment or modification of this Contract, to be effective, must be in writing and signed by the parties hereto. 20. SUPPORT INFORMATION As an accommodation to the BUYER, the SELLER will utilize available sources and make calculations and assumptions based thereon to meet the BUYER’s requests regarding information pertaining to connections at terminal points of the Equipment as such points relate to design, construction and procurement of builds, foundations, sill beams, vacuum pumps and piping. 21. SECRECY The SELLER and the BUYER shall keep all technical documents, data and other information supplied by/to each other strictly secret and confidential and shall neither disclose nor reveal such proprietary information to any person without prior written consent of other. Provided, however that such confidentiality obligation shall not apply to any portion of information, which the receiving party can show that: (a) Is or becomes known to the public through no fault of the receiving party; (b) Is known to the receiving party prior to its receipt hereunder; (c) Becomes kwon to the receiving party through disclosure by a third party entitled to disclose it; and/or (d) Is developed by or for the receiving party independently of the disclosure hereunder. 22. EFFECTIVE DATE OF THIS CONTRACT The Effective Date of this Contract shall mean the date of its signature by the last Contracting Party. Tento projekt „Vybudování zázemí pro zpracovávání papírenského tříděného odpadu v rámci energeticky soběstačného areálu Kozomín- BOR Biotechnology, a.s.“ je spolufinancován z operačního programu Životní prostředí z prostředků Státního fondu životního prostředí ČR

23. FINAL PROVISIONS 1. This Contract may be amended exclusively by written supplements thereto signed by both Contracting Parties. 2. All notices shall be delivered to the following addresses: SELLER: Name: Address: Telephone: Fax: Person: BUYER: Name: Address: Telephone: Fax: Person: If the delivery address changes, the relevant Contracting Party shall inform to the other Contracting Party the new address by the registered mail within 3 (three) days after such change. If the Contracting Party fails to do so, all notices delivered to this Contracting Party to the original address shall be deemed as delivered the 3rd day following their depositing at the post office. The notices shall be deemed as delivered also in the event of refusal of their receipt or after the 10th day of their deposition at the post office. 3. The Contracting Parties are obliged to settle all their disputes that may arise between them in connection with this Contract by an out-of-court settlement. If such settlement fails, the Contracting Parties agreed that any dispute that arise from this Contract or its implementation or breach, termination or invalidity, shall be finally settled under the Rules of Arbitration and Conciliation of the International Arbitral Centre of the Austrian Federal Economic Chamber in Vienna (Vienna Rules) by one or more arbitrators appointed by the said rules. 4. The provisions not covered by this Contract shall be governed by the generally binding laws of the Czech Republic, in particular by the law Nr. 89/2012 Sb., the Civil Code. The language to be used in the arbitration procedure shall be English.


5. Both Contracting Parties confirm the authenticity of this Contract by attaching their signatures. The Contracting Parties declare, that they have read this Contract and that this Contact was not negotiated in duress or under markedly disadvantageous circumstances.

The Seller:

The Buyer: ,

Signature:

Place and date:

Stamp

Signature:

Place and date:

Stamp:


Building the Background for the Processing of Sorted Paper Waste within the Energy Self-sufficient Premises Kozomín-BOR Biotechnology, a.s

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