Your Ref No

Company
Attention

Email
Ace Water
Oliver

Offer Reference No
From
Phone direct

Tel

E-mail

Email

Cc

Fax

Currency
Delivery Terms
Delivery Time
Payment Terms
Offer Validity
Date

9AANXXXXX RF
Rena Foong
+65 9712 8311
Rena.foong@sg.abb.com
Singapore Dollars(SGD)
See below
See below
See below
30 days from date of offer
01 Aug 2014

Project: JWRP Expansion 4 (LV VFD)

Dear Sir,
Thank you for the enquiry and we are pleased to offer as follows:
Item

Description

Location: IW-MCC-001/002
Given motor rating: 2kW
1
Standard VFD
Type code: ACS355-03E-05A6-4
Voltage rating: 380-480V
Typical rating: 2.2kW, 5.6A
Enclosure rating: IP20
Include:
Assistant control panel
Control panel mounting kit c/w 3m cable
Profibus DP adaptor
EMC filter C3

Qty

Unit price
(S$)

Total Price(S$)

706.00

2,118.00

Page 1 of 11

Location: PST-MCC-001/002
Given motor rating: 45kW
2
Low harmonic drive
Type code: ACS800-31-0050-3

Location: AB-LVSG-001/002/003/004
Given motor rating: 400kW
3
Cabinet-built low harmonic drive
Type code: ACS800-37-0510-3

7,384.00

29,536.00

56,730.00

453,840.00

Page 2 of 11

Given motor rating: 250kW

Cabinet-built low harmonic drive
Type code: ACS800-37-0510-3

10

33,050.00

330,500.00

Page 3 of 11

Optional Spares
Item

Description

Spare module
Type code: ACS355-03E-05A6-4
1
2

Type code: ACS800-31-0050-3

Qty

Unit price
(S$)

Total Price(S$)

280.00

280.00

6,700.00

6,700.00

1
set

41,500.00

41,500.00

2 years recommended spares for 10 x cabinet drives

1

Type
FS300R12KE3+AGDR-72C SP KIT
FS450R12KE3+AGDR-71C SP KIT
UXP 600
VHP-5 2X4K7 3 pcs SP kit
VHP-5 2X4K7 4,7 kohm. 66W
MKP C4BSNBX4120ZAJJ 3 pcs kit
LF 1005-S/SP16 3 pcs SP kit
LF 305-S/SP6 3 pcs SP kit
B43586-S9418-Q1 400 /500V
B43586-S9418-Q1, 14pcs KIT
2 x 2200pF, 6,3kV
R7i 400-690V
R8i 400-690V 3XIGBT
123uF / 500VAC
33uF / 500VAC
AOFI-59
RDCU-12C INU
AINT-14C
APOW-01C (before week 44 2012)
AGPS-21C (with +Q950)
ASTO-21C (with +Q967)

Recom.pcs.
2
6
24
8
6
2
1
1
2
2
2
1
2
1
1
2
1
2
1
1
1

Page 4 of 11

Remarks:
Above prices include:
(a) Our offer is valid for the complete order
(b) Delivery: Ex-work SG site (Ground level)
(c) Lead-time: 20-24 weeks upon drawing approval
(d) Standard warranty: 18 months upon delivery or 12 months upon commissioning whichever is earlier
(e) Functional test for 1 unit of VFD at ABB Sg
(f) 10 days on-site testing and commissioning, include 12hrs field testing
(g) 1 days site supervision and 4 days on-site operator and maintenance training
(h) Before and after site harmonics measuring at PCC
Note:
-

All procedures according to factory recommendation. Any additional procedures will be charged on
separate basis.
Functional test does not include air tickets, accommodation and any travelling expenses.
Any extra man-days will be charged on separate basis at S$1,000 per man per day;
Valid for: Mon-Fri 0900-1700.

Above prices exclude:

(a) Any site installation
(b) Any Surveyor or PE services & endorsement

Page 5 of 11

Payment Terms:

Progressive payments apply on attainment of the following milestones applicable for each separable
portion:
1)
2)
3)
4)
5)

20% of contract sum as down payment

10% of contract sum upon submission of drawings
40% of contract sum upon completion of FAT
20% of contract sum upon delivery
10% of contract sum upon submission of O&M manuals

General Condition of Sales : ABB Standard Terms and Condition

Appendix A ABB Standard Terms and Condition for Sales of DMDR Equipment
Appendix B ABB Standards Terms and Condition for Provision of DMDR Services. Only if Onsite Services
included as part of this offer. Otherwise not applicable and to be qouted seperately if required.
We trust our proposal meets your requirement and look forward to receive your favourable reply. Should you
have any queries, please do not hesitate to contact the undermentioned personnel.
Yours sincerely,
Discrete Automation & Motion Division,

Rena Foong
______________________________
Name: Rena Foong
Designation: Segment Manager

Page 6 of 11

Appendix A - ABB Standards Terms and Condition for Sales of DMDR Equipment:
1. GENERAL

5. TERMS OF PAYMENT

1.1
In these Conditions:
Buyer means the company who accepts a quotation/proposal of Seller for the sale of
Equipment or whose order for the purchase of Equipment is accepted by Seller;

5.1
Buyer shall pay the price of the Equipment by way of an irrevocable, confirmed
letter of credit at sight issued by a bank acceptable to Seller unless otherwise provided
in the quotation/proposal. The said letter of credit shall be issued at least sixty (60)
days prior to shipment. Seller shall be entitled to recover the price, notwithstanding that
delivery may not have taken place and property in the Equipment has not passed to Buyer.
The time of payment of the prices shall be of the essence of the contract.

Conditions means the terms and conditions of sale set out in this document and shall
constitute the entire and only agreement between the Buyer and Seller and shall
supersede all prior oral or written communications, agreements or representations between
the parties. No waiver, alteration or modification of any of the provisions hereof shall be
binding unless it is agreed in writing and signed by authorized representatives of the Parties;
Equipment means any product, good, parts, material or accessory which Seller is to supply
in accordance with these Conditions, and includes all software and application software
licensed to Buyer by Seller;
Incoterms means the set of rules published by the International Chamber of Commerce
to assist with the interpretation of trade terms as in force at the time of the contract. If there
is any conflict between the provisions of
all Incoterms and these Conditions, the latter shall prevail;
Intellectual Property Rights includes any patent, design, trade mark, copyright, trade
secret, confidential information and any right to use, or to grant the use of, or to be the
registered owner or user of, any of them.
Seller means ABB Pte Ltd and its servants, employees, agents and contractors;
1.2
In the event of inconsistency between the various documents forming the contract,
these Conditions shall prevail.
1.3
Seller may correct any typographical, clerical or other error or omission in any sales
literature, quotation, proposal, price list, acceptance of offer, invoice or other document
or information issued by Seller without incurring any liability on his part;

5.2
If Buyer shall fail to make payment for the Equipment on the due date stipulated
in the Seller's invoice, Seller shall, without prejudice to any other right or remedy available
to it, be entitled to:
5.2.1
and

suspend the delivery or any further deliveries to Buyer (whichever is applicable);

5.2.2
charge Buyer interest (both before and after any judgment, order or award made
by a Singapore court or any arbitral tribunal) on the amount unpaid, at the rate of one and
a half percent (1.5%) per month or part thereof, until payment in full has been made.
5.3
If, in the sole judgment of Seller, the financial condition of Buyer at any time prior
to delivery does not justify the terms of payment specified, then Seller may require payment
in advance or payment security satisfactory to Seller.
6. DELIVERY
6.1
Any delivery dates quoted by Seller in his quotation or proposal are pproximate
only and based upon information available to Seller at the time of the quotation.
6.2
The Equipment delivery date shall be agreed by both parties. Buyer shall notify
Seller at least 2 months before the agreed date of delivery, all information required for the
delivery of the Equipment, including but not limited to the address for delivery.
6.3
Seller shall not be liable to Buyer for any delay if the Buyer has failed in his
obligations set out in Clauses 2.1.3 and/or 6.2.

2. SPECIFICATIONS
2.1
The quantity, quality and description of and any specification for the Equipment shall
be those set out in Sellers quotation/proposal (if accepted by Buyer) or Buyers order (if
accepted by Seller). Buyer shall be responsible to Seller for:
2.1.1
ensuring the accuracy of the process application of the Equipment and for
defining and specifying the hardware configuration in meeting the process requirements;
2.1.2
any deficiencies affecting or influencing the Equipment at Buyers site, including, but
not limited to, input signals, power and environmental conditions outside specified limits and
improper application engineering; and
2.1.3
providing all necessary information required by Seller to perform the contract in
accordance with its terms.
2.2
If the Equipment are to be manufactured or any process is to be applied to the
Equipment by Seller in accordance with a specification submitted by Buyer, Buyer shall
indemnify Seller against all loss, damages, costs and expenses awarded against or
incurred by Seller in connection with any claim for infringement of any patent, copyright,
design, trade mark or other industrial or intellectual property rights of any other person
which results from Sellers manufacture or application of Equipment in accordance with
Buyers specification.
3. CHANGES
3.1
Any changes requested by Buyer affecting the Equipment may be accepted by Seller
at the Seller's sole discretion and resulting adjustments to affected provisions including but
not limited to price, delivery schedule or guarantees, etc. are to be mutually agreed in writing
prior to the implementation of the change. Seller shall effect any change
described in detail on a written change order issued by Buyer and accepted by Seller.
3.2
Seller may, at its own expense and in its sole discretion, make such changes
to the Equipment as it deems necessary in order to meet any performance guarantees
provided for in the quotation/proposal. If Buyer refuses to approve any such changes, Seller
shall be relieved of its obligations to meet such guarantees to the extent to which
Seller may be affected by such refusal.
4. PRICE OF THE EQUIPMENT
4.1
All prices quoted by the Seller are valid for thirty (30) days only. Prices are exclusive
of any present or future GST (applicable only to the sale or delivery of Equipment in
Singapore), customs duties, taxes, withholding taxes and other government assessments
payable by reason of the purchase of Equipment. Buyer shall pay all such duties and taxes.
4.2
All prices quoted or proposed are exclusive of all expenses related to special
packing or procedures to cover unique circumstances of shipment or storage and Buyer
shall pay all expenses related to the same, unless otherwise agreed in writing.
4.3
Unless otherwise agreed in writing between Buyer and Seller, all prices quoted by
Seller are on an ex works basis.

6.4
If Buyer fails to take delivery of the Equipment or fails to give Seller adequate
delivery instructions within the time stated in Clause 6.2 or otherwise causes delay in
delivery other than by reason of any cause beyond Buyers reasonable control,
Buyer shall nevertheless make payment to Seller for the Equipment as if delivery
had been made by Seller on the agreed delivery date or pay to Seller interest on
the portion of the contract price due on delivery at a rate of one and a half (1.5%) per
month or part thereof from the scheduled delivery date until payment is made in full. Without
prejudice to any other right or remedy available to Seller, Seller may:
6.4.1
store the Equipment until actual delivery and charge Buyer for the reasonable
costs (including insurance) of storage; or
6.4.2 sell the Equipment at the reasonable price and (after deducting all reasonable
storage and selling expenses) account to Buyer for the excess over the price under
the contract or charge Buyer for any shortfall below the price under the contract.
7. LIQUIDATED DAMAGES
If the Equipment are not delivered by the agreed delivery date and the delay
(whether from shipment, commissioning or other obligation of Seller) is solely attributable
to Seller (except for any event which constitutes Force Majeure), Buyer shall be entitled
to claim liquidated damages, not as a penalty from Seller. For each full week of
delay, liquidated damages of 0.5% of the value of the delayed Equipment shall be payable
by Seller to Buyer, subject to a limit of 5% of the value of the delayed Equipment, and shall
constitute Buyers sole remedy for delay. Buyer may terminate the contract for prolonged
delay only after maximum liquidated damages is reached.
8. INSPECTION, TESTING AND ACCEPTANCE
8.1
Inspections by Buyer of the Equipment at Sellers premises shall be
scheduled in advance and during working hours which shall be from 8.00am to 5.00pm,
Monday to Friday except public holidays.
8.2
If the Equipment purchased is a system, Seller shall notify Buyer as to the date
Seller will be conducting a standard factory acceptance test for Buyer prior to delivery.
8.3
Unless Buyer objects in writing within ten (10) working days of the acceptance
test specifying the nature of his objections, successful completion of the acceptance
test constitutes Buyers acceptance of the Equipment and
authorization of delivery. After delivery, Sellers personnel shall perform an on-site
acceptance test to verify that the Equipment supplied has arrived at Buyers site complete,
without physical damage and is ready for application of power. The on-site acceptance
test shall be performed at Buyer's site within sixty (60) days of delivery of the
Equipment. Successful completion of the on-site acceptance test constitutes full and
final acceptance of the Equipment by Buyer.
8.4
If the on-site acceptance test is not carried within sixty (60) days of the delivery of
the Equipment due to Buyer's act or delay or other default by Buyer. Final acceptance
of the Equipment shall be deemed to have been made by Buyer.

Page 7 of 11

Appendix A- ABB Standards Terms and Condition for Sales of DMDR Equipment:
9. RISK AND PROPERTY

13.

Title to the Equipment shall pass to Buyer when Seller has received the full contract
price. If payment has been made by cheque, title to the Equipment shall pass to Buyer
upon clearance of the cheque. Until title passes to Buyer, Buyer shall keep all
Equipment stored and insured (to full replacement value) separately as Sellers
property and shall account to Seller for any proceeds of sale or otherwise, including
insurance proceeds. The time at which the risk shall pass from Seller to Buyer shall be
determined in accordance with Incoterms.

13.1
Neither the Buyer nor the Seller shall be liable to each other or be deemed
to be in breach of the contract by reason of any delay in performing, or any failure to
perform, any of their obligations in relation to the Equipment, if the delay or failure was due
to any cause beyond their reasonable control. Without prejudice to the generality of the
foregoing, the following shall be regarded as causes beyond their reasonable control:

10.

HEALTH AND SAFETY

10.1
Seller considers health and safety one of its top priorities and will endeavour to
co-operate with Buyer as far as reasonably practicable, to achieve good safety
performance.
10.2
Seller may, where applicable, submit a health and safety program to Buyer
to ensure compliance with such program prior to sale and delivery of the Equipment. In
the event site condition(s) as determined by the Seller are unsafe or if the Buyer fails to
comply with any aspect of the health and safety program, the Seller shall be entitled
to suspend delivery of the Equipment or the performance of this contract. In such an event
the Seller shall not be deemed to be in breach of the contract or be liable to the Buyer by
reason of such conduct.
11.

WARRANTIES

11.1
Unless otherwise specified in writing by Seller, the Equipment manufactured by
Seller shall be free from defects in material and workmanship for a period of twelve (12)
months from the date of delivery or twelve (12) months from the date of Site Acceptance
test, whichever occurs earlier, subject to Buyers compliance with applicable warranty
conditions as provided by Seller. Parts and components which are repaired or
replaced during such period are warranted for the remainder of the original warranty period.
11.2

The above warranty given by Seller shall not apply to defects resulting from:

11.2.1

wilful damage or negligence;

11.2.2

normal wear and tear;

11.2.3

misuse or abuse of the Equipment;

11.2.4

modifications or alterations made by Buyer or a third party without Sellers consent;

11.2.5 failure of Buyer to maintain environmental conditions in accordance with Sellers

instructions, including, but not limited to, adequate electrical power, temperature and
humidity control;
11.2.6
customized equipment manufactured by third parties for incorporation into the
Equipment and for resale to Buyer except that Buyer shall be entitled to the benefit of any
warranty or guarantee given by such third party manufacturers; and
11.2.7

causes beyond Sellers reasonable control.

11.3

Sellers obligation under the warranty herein shall be limited to:

11.3.1 in the case of hardware, repairing or replacement of the defective parts and
components on FOB Singapore basis; and
11.3.2 in the case of software, to reprogramming or replacement of Computer Program
Material (or part thereof) in order to remedy software faults detected in fixed programs
on PROMs, compact discs, cassettes or similar media. A defect in the standard software
is only to be corrected, if the plant concerned does not function as originally intended.
11.4
The foregoing warranties shall not include freight, import taxes, duties for the
replacement of any Equipment or parts, costs of labour or travel time and expenses
incurred for the performance of any warranty at Buyers site. Any and all such costs shall be
borne by Buyer.
11.5
All warranties, conditions or other terms implied by statute or common law, including
but not limited to, the implied warranties of merchantability and/or fitness for a particular
purpose or arising from course of dealing or usage of trade are excluded.
12.

LIMITATION OF LIABILITY

12.1
Neither party shall be liable to the other party, whether in contract, under
statute, tort (including negligence or breach of statutory duty) or howsoever otherwise
arising and whatever the cause thereof, for any indirect, special or consequential loss or
damage of any nature or kind, or for loss of profit, loss of revenue, loss of use, loss of
data, loss of power, loss of production, costs of capital, costs of replacement power, any
economic or financial loss.
12.2
Notwithstanding anything contained in these Conditions or in the contract, Sellers
aggregate liability to Buyer for all matters arising under or in connection with the
contract and/or the Equipment, whether in contract, tort (including negligence),
indemnity, warranty (except only warranty as to title) or representation shall be limited to
fifty percent (50%) of the contract price.

FORCE MAJEURE

13.1.1

Act of God, explosion, flood, tempest, fire or accident;

13.1.2

war or threat of war, sabotage, insurrection, civil disturbance or requisition;

13.1.3 acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind

on the part of any governmental, parliamentary or local authority;
13.1.4

import or export regulations or embargoes;

13.1.5

strikes, lock-outs or other industrial actions or trade disputes.

13.1.6

epidemic or pandemic

13.2
The affected party shall promptly notify the other in writing of the said delay or failure
and the event relied upon for such failure or delay. The dates for the performance and or
delivery shall be correspondingly extended by a period or periods equal to the duration
of such event(s). In addition, a further reasonable period of time for Seller to resume
production, if needed, may be agreed by Buyer and Seller.
13.3
Should Buyer or Seller be prevented from fulfilling their respective contractual
obligations by such event lasting for a period of more than three (3) months, either party
may, with written notice to the other party, terminate this contract. If the contract is so
terminated, Seller shall be paid by Buyer as full and final compensation, the remaining unpaid
balance of the contract price, pro-rated according to the percentage of the work completed
by Seller at the date of such termination.
14.

INTELLECTUAL PROPERTY RIGHTS

14.1
The Seller is, and remains, the owner of all Intellectual Property Rights (and
all adaptations and reproductions thereof) used on or in relation to the Equipment or any
related software or hardware supplied, whether existing at the start of the contract or created
by the Seller during the course of and/or in furtherance of the contract.
14.2
Nothing contained in this contract shall convey or deem to convey to the
Buyer, any title or ownership to the Intellectual Property Rights of any software or
hardware relating to the sale of the Equipment.
15.

INFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS

15.1
If any action or suit is brought against Buyer for the infringement of patent or other
intellectual property rights by the use or resale of the Equipment and unless the claim arises
from the use of any drawing, design or specification supplied by Buyer, Seller shall be
entitled to take over the defense of the suit and pay any award of damages assessed
against the Buyer in any suit or proceeding provided that:
15.1.1 Seller is given full control of any proceedings or negotiations in connection with any
such claim;
15.1.2 Buyer shall give Seller all reasonable assistance for the purposes of any such
proceedings or negotiations;
15.1.3
except pursuant to a final award, Buyer shall not, prior to Seller taking over the
defense of the action or suit, pay or accept any such claim, or compromise any such
proceedings without the consent of Seller (which shall not be unreasonably withheld);
15.1.4 without prejudice to any duty of Buyer at common law, Seller shall be entitled
to require Buyer to take such steps as Seller may reasonably require Buyer to mitigate or
reduce any such loss, damages, costs or expenses for which Seller is liable to indemnify
Buyer under this clause.
15.2
Seller shall have no obligations hereunder and the indemnity under this Clause 15
shall not apply:
15.2.1
to any other equipment or processes, including Equipment or processes
supplied hereunder by Seller which have been modified or combined by Buyer with other
equipment or processes;
15.2.2

to any products or articles manufactured by the Equipment;

15.2.3

to any patent issued after the date of the acceptance of the quotation/proposal;

15.2.4 in the event any of the said actions or claims are settled or otherwise terminated
without the prior written consent of Seller.
15.3
If, in any action or suit, the production, use, manufacture, sale or resale of
the Equipment is held to constitute infringement of intellectual property rights, or the
practice of any process using the Equipment is finally enjoined, Seller shall, at its option and
its own expense, either procure for Buyer the right to continue using the Equipment; or modify
or replace it with non-infringing equipment; or, with Buyers assistance, modify the
process so that it becomes non-infringing; or remove it and refund the purchase price
allocable to the infringing equipment.
15.4
The foregoing paragraphs state the entire liability of Seller and Equipment
manufacturer with respect to intellectual property rights infringement.
15.5
If the said Equipment or any part thereof is modified by Buyer, or combined by Buyer
with equipment or processes not furnished under these Conditions (except to the extent
that Seller is a contributory infringer) or the said Equipment or any part thereof is
used by Buyer to produce an article, and by reason of the said modification,
combination, performance or production, an action is brought against Seller, Buyer agrees
to defend and indemnify Seller in the same manner and to the same extent that Seller
indemnifies Buyer under this Clause 15.

Page 8 of 11

Appendix A- ABB Standards Terms and Condition for Sales of DMDR Equipment:
16.

INDEMNITY

Buyer agrees to indemnify and hold Seller harmless from all injury, loss, costs or damage
(including legal costs) incurred by Seller as a result of Buyers negligence or of any default or
breach by Buyer of the provisions herein or enforcement by Seller of any of Sellers rights
or Buyers obligations hereunder, or arising from Buyers use of
Equipment or any part thereof for any purpose or in any manner other than that for
which the Equipment is delivered, including modifications or use thereof in connection with
items supplied by others.
17.

LAWS AND REGULATIONS

17.1
All laws and regulations expressly incorporated herein shall be those in effect as of
the date of the contract. In the event of any new, subsequent revisions or changes thereto,
all additional costs incurred by Seller in ensuring compliance to the applicable statutory
requirements shall be borne by Buyer.
17.2
Nothing contained herein shall be construed as imposing responsibility or liability
upon Seller for the obtaining of any permits, licenses or approvals from any agency required
in connehction with the supply, erection or operation of the Equipment.
18.

SOFTWARE LICENSE

18.1
Seller grants to Buyer a site specific non-transferable and non-exclusive licence
to use the computer software packages and related materials furnished hereunder
(collectively, the Computer Program Material [CPM]) for the limited use described
herein. This licence shall remain in effect until retirement or decommissioning of the CPM or
the Equipment provided by Seller unless terminated by Seller due to Buyers breach of
the provisions of the Conditions. Title to the CPM and parts thereof licenced hereunder and
rights therein including all rights in patents, copy rights, trademarks and trade secrets
applicable shall remain vested in Seller. Buyer shall ensure that the CPM:
18.1.1

is used only in conjunction with equipment specified by Seller.

18.1.2

is kept strictly confidential.

18.1.3 is not printed, displayed, copied, reverse engineered, duplicated, merged or modified.
18.2
The rights to use the CPM are non-exclusive, and are non-transferable, except with
Sellers prior written consent. In the event that Buyer resells the Equipment or part
thereof to an end-user, Buyer is responsible for informing Seller and ensuring that the enduser abides by the conditions stated above.
19.

TERMINATION

21.

21.1.1. 30% of contract price if the cancellation is made 0-15 days after receipt of the order.
21.1.2
order.

21.2

Sellers determination of the cancellation charges shall be final and conclusive.

22.

ASSIGNMENT AND RIGHTS OF THIRD PARTIES

22.1
This contract shall be binding on and enure to the benefit of the successors of Seller
and Buyer but the rights and obligations hereunder shall otherwise be personal to the parties
and shall not be capable of assignment, without the other partys prior written consent.
22.2
A person who is not a party to these Conditions shall have no rights under the
Contracts (Rights of Third Parties) Act (Cap 53B) to enforce any terms of these Conditions.
23.

24.

24.2
Buyers obligation under this clause shall not apply to any information that has
validly and properly come into public domain.

26.

Buyer ceases, or threatens to cease, to carry on business; or

CONFIDENTIAL INFORMATION

24.1
Any design, manufacturing drawings or other information submitted to Buyer
remain the exclusive property of Seller. Buyer shall not, without Sellers prior written
consent, copy or disclose such information to a third party. Such information shall be
used solely for the operation or maintenance of the Equipment and not for any other
purpose, including the duplication thereof in whole or in part.

19.2
Without prejudice to any other right or remedy available to Seller, Seller shall be
entitled to cancel the contract or suspend any further deliveries under the contract without any
liability to Buyer or Seller, if:

19.2.3

NOTICE

Any notice required or permitted to be given by either party to the other under these
Conditions shall be in writing addressed to the other party at its principal place of business
or such other address as may at the relevant time have been notified pursuant to this
provision to the party giving the notice.

25.

19.2.2 an encumbrancer takes possession, or a receiver is appointed in connection with any

of the property or assets of Buyer; or

50% of contract price if the cancellation is made 16-30 days after the receipt of the

21.1.3 The greater of (a) 50% of contract price or (b) the percentage of work executed
multiplied by the contract price, plus the costs of cancellation of all sub-contracts if the
cancellation is made after 30 days after receipt of the order.

19.1
No termination by Buyer for any default of Seller, including but not limited to defaults
relating to these Conditions, shall be effective unless Seller has failed to initiate and
pursue with due diligence correction of such specified default within fifteen (15) days of
due receipt by Seller of Buyers written notice specifying such default.

19.2.1 Buyer makes any voluntary arrangement with its creditors or becomes subject to
a judicial management order or goes into liquidation (otherwise than for the purposes of
amalgamation or reconstruction); or

CANCELLATION

21.1
Unless the Equipment has been shipped, Buyer may cancel the order for that
particular shipment by written notice to Seller subject to payment of the following charges:

WAIVER

No waiver by Seller of any breach of the contract by Buyer shall be considered as a

waiver of any subsequent breach of the same or any other provision.
ENFORCEABILITY

If any of these Conditions is held by any competent authority to be invalid or unenforceable

in whole or in part the validity of the other provisions of these Conditions and the
remainder of the provision in question shall not be affected.
27.

ARBITRATION

Any disputes arising out of, or in connection with these Conditions, including any question
regarding its existence, validity or termination, shall be referred to and finally resolved by
Arbitration, by a single arbitrator, in Singapore in accordance with the Arbitration Rules of
Singapore International Arbitration Centre for the time being in force, which rules are
deemed to be incorporated by reference to this clause.

19.2.4 Seller reasonably apprehends that any of the events mentioned above is about
to occur in relation to Buyer and notifies Buyer accordingly; or

28.

19.2.5 Buyer breaches any term of this contract and Buyer shall have failed to initiate
and pursue with due diligence correction of such specified default within fifteen (15) days
after receipt of such notice specifying the default.

The contract shall be governed by and construed in all respects in accordance with
the laws of the Republic of Singapore. The parties hereby agree that the United Nations
Convention on Contracts for the International Sale of Goods shall not apply to this contract.

20.

GOVERNING LAW

EXPORT CONTROL

20.1
Buyer represents and warrants that the Equipment provided hereunder and any
products manufactured by the Equipment are intended for civil use only and will not be used,
directly or indirectly, for the production of chemical or biological weapons or of precursor
chemicals for such weapons, or for any direct or indirect nuclear end use.
20.2
Buyer agrees not to disclose, use, export or re-export, directly or indirectly, any
information provided by Seller or the direct product as defined in the Export Control
Regulations of the manufacturing country of the Equipment, except in compliance with such
Regulations.
20.3
If applicable, Seller shall file for an export licence, but only after appropriate
documentation for the licence application have been provided by the Buyer. Buyer shall
furnish such documentation within a reasonable time after order acceptance. Any delay in
obtaining such licence shall suspend performance of this contract by Seller.
20.4
If the export licence is not granted or, if once granted, is thereafter revoked
or modified by the appropriate authorities, this Agreement may be cancelled by Seller
without liability for damages of any kind resulting from such cancellation.
20.5
At Sellers request, Buyer shall provide to Seller a Letter of Assurance and
End-User Statement in a form reasonably satisfactory to Seller or the relevant authority.

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Appendix B - ABB Standards Terms and Condition for Provision of DMDR Services:
1. GENERAL
1.1
In these Conditions:
Client means the company who accepts a quotation/proposal of Supplier for the provision
of the Services or whose order for the Services is accepted by Supplier;
Document includes, in addition to a document in writing, any map, plan, graph, drawing or
photograph, any film, negative, tape or other device embodying visual images and any disc, tape
or other device embodying any other data;
Input Material means any Documents or other materials, and any data or other information
provided by Client relating to the Services;
Services means the Services which Supplier is to provide in accordance with these Conditions,
as specified in the quotation or proposal, as the case may be; and
Supplier means ABB Pte Ltd and its servants, employees, agents and contractors.
Conditions means the terms and conditions of sale set out in this document and shall constitute
the entire and only agreement between Client and Supplier and shall supersede all prior
oral or written communications, agreements or representations between the parties. No waiver,
alteration or modification of any of the provisions
hereof shall be binding unless it is agreed in writing and signed by authorized representatives of
the Parties;
1.2
Supplier shall provide and Client shall accept the Services in accordance with any
written quotation/proposal of Supplier which is accepted by Client, or any written order of Client
which is accepted by Supplier. In case of any inconsistency between the terms and conditions
of any order placed by Client or Suppliers delivery order or Suppliers invoice, these
Conditions shall prevail.
1.3
Client shall at it own expense supply Supplier with all necessary Documents or other
materials, and all necessary data or other information relating to the Services, within sufficient
time to enable Supplier to provide the Services in accordance with the contract. Client shall
ensure the accuracy of all Input Material.
1.4
Any typographical, clerical or other error or omission in any sales or service literature,
quotation, proposal, price list, acceptance of offer, invoice or other document or information
issued by Supplier shall be subjected to correction without any liability on the part of Supplier.
1.5
It is hereby agreed that Client will provide adequate field office facilities and normal
personal conveniences at its job-site at no charge to Supplier. All reports and documentation will
be prepared at Clients job-site.
2. SPECIFICATIONS
2.1
No order submitted by Client shall be deemed to be accepted by Supplier unless and
until confirmed in writing by Supplier through its authorized representative.
2.2
The description of and any specification for the Services shall be those set out in
Suppliers quotation/proposal (if accepted by Client) or Clients order (if accepted by Supplier).
Client shall be responsible to Supplier for:
2.2.1

ensuring the accuracy of the specification for the Services; and

2.2.2

any influencing deficiencies at Clients site.

2.3
Where applicable, Suppliers employees shall advise and consult with Client
concerning the data generated or obtained in connection with the performance of the Services.
Provided always that Client shall be responsible for the analysis or interpretation of such data
and for deciding the actions required as a result of the data generated or
obtained or any analysis or interpretation thereof.
3. CHANGES
3.1
Supplier reserves the right to make any changes in the specification of the
Services, including increasing or decreasing the scope of Services to be performed, which
are required to conform to any applicable statutory requirements, including safety
requirements.
3.2
Supplier may, at its expense, make such changes in the Services as it deems necessary,
in its sole discretion, to meet any performance guarantees provided for in the
quotation/proposal. If Client refuses to approve any such changes, Supplier shall be relieved
of its obligations to meet such guarantees to the extent to which Supplier may
be affected by such refusal.
3.3
Client may request for changes to be made. Any changes affecting the ordered scope
of Services shall be made in writing to Supplier. Upon receipt of such instruction to change,
Supplier shall, prior to carrying out the change, notify Client of any amendments in provisions
including price, guarantee and schedule. Supplier shall not make changes unless amendments
are approved by Client.
3.4
Requests by Client for the provision of the Services shall include specific details (including
the equipment involved, the malfunction, Suppliers job number, process description and
particular item number) to enable Suppliers employees to respond more effectively upon
arrival at the job-site. Such order shall include the name or title of the
individual to be contacted so that additional instructions (e.g. overtime authorization, priority
work, etc.) can be obtained before commencement of the provision of Services. The order shall
also include specific instructions for routing of invoices and identification of the tax exemption
number, where applicable.
4. PRICE OF THE SERVICES
4.1
All prices quoted/proposed are valid for thirty (30) days only. Prices are exclusive of any
present or future GST (for local sales), customs duties, taxes, withholding taxes and other
government assessments payable by reason of the provision of the Services and Client shall pay
all such duties and taxes.
4.2
With respect to Services which are provided outside of the Republic of Singapore,
prices are also exclusive of expenses incurred for the provision of the Services. Client shall be
liable for the following costs and expenses:
4.2.1
Round trip economy air-fare as well as excess baggage charges and air express
charges, if any, for transporting special tools and the like, belonging to Supplier and local
transportation essential or incidental to performance of the Services, including without limitation
automobile rental charges.

4.2.2 In the event local laws or regulations of the jurisdiction of the job-site require Suppliers
employee(s) to obtain approval, work permit, employment pass or other comparable document
to provide the Services Client shall be responsible for and bear the expense of obtaining such
approval, work permit, employment pass or comparable document. If Client is unable to obtain
the required approval, work permit,
employment pass or comparable document for the assigned employee, Supplier shall provide a
substitute employee but shall not be responsible for any delay resulting therefrom.
4.2.3
The costs of any tax, licence, fee, duty or other charges, including but not limited to
withholding taxes, import duties, social welfare payments which will be incurred by Supplier in
relation to the provision of the Services provided outside the Republic of Singapore. Should Supplier
be required to pay the charges or costs as mentioned, the price shall be increased by such an
amount.
4.2.4
All expenses for reasonable standard accommodation (if not provided for by Client),
transport and meals.
4.3
In territories where local labour practices dictate that Suppliers employee(s) be
assisted by construction craft personnel while performing the Services, Supplier will not be
responsible for costs associated with such assistance unless such costs have been previously
agreed to and accepted in writing by Suppliers authorized representative.
5. RATES
5.1
Normal working hours are 8.00 a.m. to 5.00 p.m., Monday through Friday, with one
hour for lunch. There shall be included in the billing for the Services, time spent at the job-site plus
the travel time to and from the job-site from Suppliers employees regular assigned office location,
unless otherwise agreed upon prior to the commencement
of the Services.
5.2
Overtime (other than for work performed on an offshore platform) will be charged at one
and a half (1.5) times the quoted regular rate and shall include all time spent working and/or
traveling outside of the normal working hours except for work performed between 0000 Hours and
0759 Hours and on Sundays and Public holidays, which will be billed at two times the quoted regular
rate.
5.3
For Services performed on an offshore platform, there will be a minimum charge
of twelve (12) hours per day billable:
5.3.1
at the quoted regular rate for the first twelve (12) hours per day for Services
performed on Mondays through Saturdays; and
5.3.2
at two (2) times the quoted regular rate for Services performed on Sundays and Public
holidays and for any work performed in excess of twelve (12) hours on Mondays through Saturdays.
5.4
A minimum charge of eight (8) hours will be charged for all other Services (other than
Services performed on an offshore platform) performed. In the event such Services are cancelled
or rescheduled by Client within twenty-four (24) hours of the time originally scheduled for
performance, there shall be a cancellation charge amounting to the minimum charge of eight (8)
hours at the applicable rate(s).
6. TERMS OF PAYMENT
6.1
Subject to any special terms agreed in writing between Client and Supplier, Supplier
shall be entitled to invoice Client two (2) weeks prior to the commencement of the Services.
The invoiced amount shall be payable within fourteen (14) days of issue of the invoice.
6.2
Client shall pay all invoiced amounts by telegraphic transfer unless otherwise provided in
the quotation/proposal. Supplier shall be entitled to recover the invoiced amount,
notwithstanding that the Services have not been completed. The time of payment of the price
shall be of the essence of the contract.
6.3
If Client fails to make any payment on the due date, Supplier shall, without prejudice to
any other right or remedy available to it, be entitled to:
6.3.1

suspend any further provision of the Services to Client; and

6.3.2
charge Client interest from the due date on the amount unpaid, at the rate of one
and a half percent (1.5%) per month or part thereof, until payment is made in full.
6.4
If, in the judgment of Supplier, the financial condition of Client at any time prior to provision
of the Services does not justify the terms of payment specified, then Supplier may require
the provision of security satisfactory to Supplier.
6.5
Delays in the provision of the Services or any part thereof shall not relieve Client of its
obligation to make payment on the invoices.
7. CONFIDENTIAL INFORMATION
7.1
Supplier shall not without the written consent of Client, disclose the contract or any
specification, plan, drawing, artwork, sample or any information issued or furnished by or on
behalf of Client (collectively referred to as Confidential Information) in connection with the
contract, to any person other than a person employed by Supplier in carrying out the Services under
this contract. The disclosure to any such employee of Supplier shall be made in confidence and
on a need to know basis. Supplier shall ensure that such of its employees are bound by
this provision.
7.2
Supplier shall not make use of any Confidential Information provided by Client for the
purposes of this contract for any other purpose than the performance of the Services.
7.3
All Confidential Information shall remain the property of Client and shall be returned to
Client, together with any copies made thereof, immediately upon termination or completion of the
Services.
7.4
Unless otherwise agreed in writing by Supplier, all right, title and interest in any
inventions, developments, improvements or modifications of or for the Services shall remain
with Supplier. Any design, manufacturing drawings or other information submitted to Client remain
the exclusive property of Supplier. Client shall not, without Suppliers prior written consent, copy or
disclose such information to a third party. Such information shall be used solely for the Services
and not for any other purpose, including the duplication thereof in whole or in part. Clients obligation
under this clause shall not apply to any information that has validly and properly come into public
domain.

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Appendix B - ABB Standards Terms and Condition for Provision of DMDR Services:
8. WARRANTIES
8.1
Supplier warrants the Services against defects in workmanship for a period of ninety (90)
days from the date of completion of such Services.
8.2
The above warranty is given by Supplier subject to the following conditions:
8.2.1
Supplier shall be under no liability in respect of any defect in the Services arising from any
errors in any Input Material;
8.2.2
Supplier shall be under no liability in respect of any defect arising from fair wear and tear,
willful damage, negligence, abnormal working conditions, failure to follow Suppliers instructions
(whether oral or in writing), misuse or alteration of the Services without Suppliers approval;
8.2.3
Supplier shall be under no liability under the above warranty (or any other warranty,
condition or guarantee) if the total price for the Services has not been paid by the due date for
payment;
8.2.4
the above warranty does not extend to parts, materials or equipment not manufactured
by Supplier, in respect of which Client shall only be entitled to the benefit of any such warranty or
guarantee as is given by the manufacturer to Supplier;
8.2.5
Supplier shall be under no liability for any damage or defect caused by factors
beyond Suppliers reasonable control.
8.3.
All warranties, conditions or other terms implied by statute or common law, including but not
limited to, the implied warranties of merchantability and/or fitness for a particular purpose or arising
from course of dealing or usage of trade are excluded.
8.4
Where any valid claim in respect of any of the Services which is based on any defect in the
quality of the Services or failure to meet specification is notified to Supplier in accordance with these
Conditions, Supplier shall be entitled to provide equivalent Services at the job-site or refund the price
therefor.
8.5
Where any valid claim in respect of the supply of spare parts is notified to Supplier, Supplier
shall, at its option, modify, repair, or replace said item. Supplier shall have the option to have the item
returned to Supplier or to make such adjustments at the point of installation.
8.6
The foregoing warranties shall not include costs of travel and expenses incurred for
the performance of any warranty at Clients site. Any and all such costs shall be borne by Client.
9. HEALTH AND SAFETY
9.1
The parties shall comply with all workplace health and safety legislation, including but not
limited to the Workplace Health and Safety Act 2006 and all subsidiary legislation and relevant codes
of practice relating to safety.
9.2
Clients safety officer/ supervisor shall be present at site during working hours when
the Services are being performed. Client shall be responsible for all safety and shall ensure
all their staff are adequately trained to perform the Services.
9.3
Suppliers engineers will, where necessary and appropriate, conduct a risk assessment to
ensure compliance with Suppliers minimum health and safety standards prior to the provision
of Services.
In the event of any non-compliance, Supplier shall liaise with Client or its
representative to ensure that it is safe to perform the Services. Where the site condition(s) as
determined by Supplier are unsafe or where it is unsafe to perform the Services, Supplier shall be
entitled to suspend the Services or the performance of this contract. In such an event Supplier
shall not be deemed to be in breach of the contract or be liable to Client by reason of such conduct.
10.
FORCE MAJEURE
10.1
Neither Client nor Supplier shall be liable to each other in any manner whatsoever or be
deemed to be in breach of the contract by reason of any delay in performing, or any failure to perform,
any of its obligations in relation to the Services, if the delay or failure was due to any cause
beyond its reasonable control. Without prejudice to the generality of the foregoing, the following
shall be regarded as causes beyond reasonable control:
10.1.1
10.1.2
10.1.3
part of
10.1.4
10.1.5

Act of God, explosion, flood, tempest, fire or accident;

war or threat of war, sabotage, insurrection, civil disturbance or requisition;
acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the
any governmental, parliamentary or local authority;
strikes, lock-outs or other industrial actions or trade disputes;
epidemic or pandemic.

10.2
The affected party shall promptly notify the other in writing of the said delay or failure and
the event relied upon for such failure or delay. The dates for the performance of Services shall be
correspondingly extended by a period or periods equal to the duration of such event(s). In addition,
a further reasonable period of time for re-mobilization may be agreed by Client and Supplier.
10.3
Should Client or Supplier be prevented from fulfilling its respective contractual obligations
by such event lasting for a period of more than three (3) months, either party may, with written
notice to the other party, terminate this contract. If the contract is so terminated, Supplier shall
be paid by Client all Services performed up to the date of such termination.
11.
CANCELLATION
11.1
Where the remuneration for the Services is based on fixed lump sum prices, Client
may cancel the Services subject to payment of the following charges:
11.1.1

30% of contract price if the cancellation is made 0-15 days after receipt of order.

11.1.2

50% of contract price if the cancellation is made 16-30 days after receipt of order.

11.1.3
Over 30 days after receipt of order, the greater of (a) 50% of contract price or (b) the
percentage of work executed, multiplied by the contract price plus the costs of cancellation of all subcontracts.
11.2
Where the remuneration for the Services is based on schedule of rates, Client may cancel
the Services subject to payment of all Services performed up to the date of cancellation plus
the costs for demobilization of Suppliers personnel.
11.3
Suppliers determination of the cancellation charges shall be final and conclusive.
12.
LIQUIDATED DAMAGES FOR DELAY
If the Services are not performed according to and by the dates specified in the contract and the
delay is solely attributable to Supplier (except for any event which constitutes Force Majeure),
Client shall be entitled to claim liquidated damages from Supplier at the rate of 0.5% (zero-pointfive percent) of the value of the Services per week of delay, up to a maximum of 5% (five percent) of
the value of the Services. The specified liquidated damages shall constitute the sole liability of
Supplier and the exclusive remedy of Client for delay by Supplier in the performance of the Services.

13.
LIMITATION OF LIABILITY
13.1
Neither party shall be liable to the other party, whether in contract, under statute,
tort (including negligence or breach of statutory duty) or howsoever otherwise arising and
whatever the cause thereof, for any indirect, special or consequential loss or damage of any nature
or kind, or for loss of profit, loss of revenue, loss of use, loss of data, loss of power, loss of
production, costs of capital or costs of replacement power, any economic or financial loss.
13.2
Notwithstanding anything contained in these Conditions or this contract, and to the extent
permitted by applicable law, Suppliers aggregate liability to Client for all matters arising under or
in connection with this contract and/or the Services, whether in contract, tort (including but not
limited to negligence or breach of statutory duty), indemnity, warranty (except only warranty as to
title) or representation, shall be limited to fifty percent (50%) of the value of the Services.
14.
INDEMNITY
14.1
Supplier shall indemnify and hold Client harmless from any and all liabilities for death,
illness or injury to any of Supplier's personnel or for loss of, or damage to, the property of
Supplier and against all claims, demands, proceedings and causes of action resulting therefrom
howsoever caused and irrespective of the fault or negligence of Client.
14.2
Client shall indemnify and hold Supplier harmless from any and all liabilities for death,
illness or injury to any of Client's personnel or for loss of or damage to the property of Client
or property leased to or occupied by or otherwise in their care or in which they have an interest
and against all claims, demands, proceedings and causes of action resulting therefrom howsoever
caused and irrespective of the fault or negligence of Supplier.
15.
LAWS AND REGULATIONS
15.1
All laws and regulations expressly incorporated herein shall be those in effect in Singapore
or where the Services are provided as of the date of the contract. In the event of any new,
subsequent revisions or changes thereto, all additional costs incurred by Supplier in ensuring
compliance to the applicable statutory requirement shall be borne by Client.
15.2
Nothing contained herein shall be construed as imposing responsibility or liability upon
Supplier for the obtaining of any permits, licenses or approvals from any agency required in
connection with the supply of the Services.
16.
TERMINATION
16.1
No termination by Client for default shall be effective unless, within fifteen (15) days
after receipt by Supplier of Clients written notice specifying such default, Supplier shall have
failed to initiate and pursue with due diligence correction of such specified default.
16.2
Without prejudice to any other right or remedy available to Supplier, Supplier shall be
entitled to cancel the contract or suspend any further provision of the Services under the contract
without any liability to Client, if:
16.2.1 Client makes any voluntary arrangement with its creditors or becomes subject to a judicial
management order or goes into liquidation (otherwise than for the purposes of amalgamation or
reconstruction); or
16.2.2 an encumbrancer takes possession, or a receiver is appointed, of any of the property or
assets of Client; or
16.2.3 Client ceases, or threatens to cease, to carry on business; or
16.2.4
Supplier reasonably apprehends that any of the events mentioned above is about to
occur in relation to Client and notifies Client accordingly;
16.2.5 Client breaches any term of this contract and Client shall have failed to initiate
and pursue with due diligence correction of such specified default within fifteen (15) days after
receipt of such notice specifying the default.
17.
ASSIGNMENT AND RIGHTS OF THIRD PARTIES
17.1
This contract shall be binding on and enure to the benefit of the successors of Supplier
and Client but the rights and obligations hereunder shall otherwise be personal to the parties
and shall not be capable of assignment, without the other partys prior written consent.
17.2
A person who is not a party to this contract shall have no rights under the Contracts
(Rights of Third Parties) Act (Cap 53B) to enforce any term in this contract.
18.
NOTICE
Any notice required or permitted to be given by either party to the other under these Conditions
shall be in writing addressed to the other party at its principal place of business or such other
address as may at the relevant time have been notified pursuant to this provision to the party
giving the notice.
19.
WAIVER
19.1
No waiver by Supplier of any breach of the contract by Client shall be considered as a
waiver of any subsequent breach of the same or any other provision.
19.2
Suppliers employee(s) are not authorized to sign any documents which affect or alter
the legal relationship, rights or obligations between Supplier and Client. However, should
Suppliers employee(s) be required to sign any gate passes, registration or other papers to be
admitted to Clients facility or job-site, under no circumstances, notwithstanding any language
contained therein, shall any of the rights, duties or obligations of Supplier be altered in any way,
nor shall any of their signatures be effective as a waiver of any personal rights.
20.
INDEPENDENT CONTRACTOR
Nothing in this contract shall be construed to create a relationship of agency, employer
and employee or partnership between Client and Supplier. Supplier shall at all times be deemed
to be an independent contractor.
21.
ENFORCEABILITY
If any of these Conditions is held by any competent authority to be invalid or unenforceable in
whole or in part the validity of the other provisions of these Conditions and the remainder
of the provision in question shall not be affected.
22.
ARBITRATION
Any dispute arising out of, or in connection with these Conditions, including any question regarding
its existence, validity or termination, shall be referred to and finally settled by arbitration, by a single
arbitrator, in Singapore in accordance with the Arbitration Rules of the Singapore International
Arbitration Centre for the time being in force, which rules are deemed to be incorporated by
reference to this clause.
23.
GOVERNING LAW
This contract shall be governed by and construed in all respects in accordance with the laws of
the Republic of Singapore.

Page 11 of 11