The procedure is conducted in the mode of an open tender based on the Internal Regulation No. 20/2015 dated

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1 Specification of Terms and Conditions of the Tender (T&C) for the Contract award procedure called: Delivery and Installation of a Tail Gas Fan it. AB3-1 under the Project I-0014/009 Ammonia Plant Intensification For Grupa Azoty S.A. The Contract is not subject to the provisions of the Public Procurement Law Act of , protests or appeals. The procedure is conducted in the mode of an open tender based on the Internal Regulation No. 20/2015 dated Tender No. 14/P/2016

2 Customer: Grupa Azoty S.A. ul. E. Kwiatkowskiego Tarnów NIP (VAT number): PL ; Registration: District Court Kraków Śródmieście w Krakowie XII Economic Department; KRS (National Court Register) No ; Share capital fully paid: PLN 495,977,420 SUBJECT OF THE CONTRACT: The subject of the contract is design, manufacture, delivery incl. installation and commissioning of a tail gas fan it. AB3-1 under the project of Ammonia Plant Intensification at GA S.A. The fan is to generate partial vacuum and remove tail gas from the Natural Gas Conversion Plant in the Business Unit Fertilizers. The new fan is to replace the existing one, therefore it has to be designed so that it can be installed on the existing foundation acc. to the drawing attached hereto. When designing the fan the Vendor shall confirm the feasibility of the necessary mechanical works connected with adaptation of the fan inlet line and its connection to the tail gas chimney after it has been installed on the foundation. The prerequisite for proposal acceptance is a site survey and a statement according to Attachment No. 5 hereto. SCOPE OF THE CONTRACT The proposals for the supply of the subject of the contract shall take into account the technical conditions of the manufacture and acceptance, as well as the terms of delivery specified in the technical documents attached to this T&C document. It is the responsibility of the Vendor to confirm in the submitted proposal all conditions for the manufacture and delivery set out in the attached technical documents and in the contents of this T&C document. List of attached technical documentation constitutes Attachment No. 2 of this T&C document: 1. Machinery Data Sheet, Doc. No M Technical Specifications for Machinery, Climatic Conditions, Doc. No M Technical Specifications for Machinery, Noise Limitation, Doc. No M Technical Specifications for Machinery, Choice of Electric Drives, Doc. No M Technical Specifications for Machinery, Corrosion Protection and Painting, Doc. No M Technical Specifications for Machinery, Inspection of Machinery, Doc. No M General Technical Specifications for Machinery, Doc. No M Page 2 of 16

3 8. Drawing of the existing foundation of the fan AB3-1 (foundation VIII) The Contract shall include: 1. Delivery of the equipment to the installation site or to the Customer s warehouse, including any auxiliary equipment and spare parts for the warranty period. Delivery conditions: DAP Tarnów acc. to Incoterms Preparing the necessary detailed design incl. connection to the existing inlet and outlet ducts and installation on the existing foundation. 3. Installation and commissioning of the fan. 4. Equipment handover for operation including the required documentation for technical inspection authorities as well the required certificates and declarations of equipment conformity with CE directives. Other requirements: 1. The proposal shall contain general specification of the equipment, a dimensioned drawing, a foundation drawing showing the schematic layout of anchor bolts, nominal parameters, priced list of recommended spare parts; 2. Confirmation of the manufacturing specifications as defined in the documents attached hereto; 3. The Vendor shall attach the time schedule of contract performance, in particular, fixing execution of fan installation work during the scheduled plant shutdown; 4. Warranty of contract performance: - the minimum warranty period is 36 months from the commissioning date; the Vendor shall provide free of charge service during the warranty period; - the Vendor shall confirm the conditions of post-warranty service and technical assistance 5. The proposal shall specify the price of: - the fan - the motor (the Vendor shall specify type and make) - accessories and spare parts - basis of equipment delivery: DAP Tarnów, Incoterms cost of installation and supervision of commissioning Partial prices of individual stages of works shall be specified in the Schedule of Works and Expenditures to be attached to the proposal. The above mentioned Schedule shall constitute the basis of payment for the scope of works acc. to Chapter X. 6. Terms of payment: - 20% advance payment payable on the basis of a pro-forma invoice and an Advance Payment Guarantee issued by a bank or an insurance company; - 50% payable after delivery to Grupa Azoty SA in Tarnów; Page 3 of 16

4 - 30% payable after installation and commissioning completion on the basis of the work acceptance protocol 7. Contract time schedule: - equipment delivery until installation work performance during the scheduled shutdown of the plant from 1.06 to Exclusion: Connecting power supply of fan motor. Contact data: Contact persons in technical matters are: Mr. Paweł Kopek tel mobile pawel.kopek@grupaazoty.com Mr. Marek Zelek tel mobile marek.zelek@grupaazoty.com On formal matters Tender Office tel , , biuro.przetargow@grupaazoty.com fax Chapter I General Information 1. The Vendor shall submit the proposal in accordance with the provisions of this T&C document. 2. This T&C document may be used only for its intended purpose, it shall not be made available to any third parties. 3. Each Vendor shall submit only one proposal, together with the documents required by the T&C document. 4. The submission of more proposals will cause the rejection of all proposals submitted by a particular Vendor. 5. The Vendor shall bear all costs associated with the preparation and submission of the proposal. 6. In this T&C document, the terms Customer and Purchasing Entity are equivalent, similarly as the Vendor and the Bidder. Chapter II Instructions for the preparation of proposals 1. The proposal shall be prepared in Polish. 2. The proposal shall be submitted in writing, otherwise being invalid. 3. The proposal shall be in the form of a computer printout. Illegible proposals will not be considered - they will be rejected. 4. The proposal shall be sewed or stapled (e.g. by binding) and the pages of it shall be numbered. 5. The proposal must be signed by the person / persons authorized to represent the Vendor. 6. The power of attorney to sign the proposal should be attached to the proposal, unless it results from other documents attached to the proposal (e.g. from a copy of the National Court Register, a certificate of registration in the register of economic activity). The power of attorney must be included in the original or as a copy certified by a notary public, or by its issuer. Page 4 of 16

5 7. The signatures submitted by the Vendor in the forms included in the T&C document should be provided with legible name and surname or the name stamp. 8. All the places in which the Vendor makes changes must be initialled by the person / persons / signing the proposal. 9. The Vendor shall put the proposal into an envelope, which shall be addressed: /name and address of the Customer / and shall bear the following designation: POSTEPOWANIE PRZETARGOWE NR 14/P/2016 (TENDER PROCEEDING No. 14/P/2016) Dostawa i montaż wentylatora spalin poz. AB3-1 w ramach zadania inwestycyjnego nr. I-0014/009 Intensyfikacja zdolności produkcyjnej amoniaku ( Delivery and Installation of a Tail Gas Fan it. AB3-1 under the Project I-0014/009 Ammonia Plant Intensification ) NIE OTWIERAĆ. SKIEROWAĆ DO BIURA PRZETARGÓW (DO NOT OPEN. SEND TO THE OFFICE OF TENDERS) 10. The Vendor shall also place its name (company) and address on the envelope. 11. The envelope should be sealed in a way disabling anyone of getting familiar with the contents of the proposal, i.e. sealed or waxed. 12. The Vendor may modify or withdraw the proposal submitted before the deadline for submission of proposals. 13. In order to change or withdraw the proposal, the Vendor shall submit to the Customer another sealed envelope, marked as in item 9, 10, 11 with added word "Change" or "Withdrawal". 14. The Vendor shall not withdraw the proposal or introduce any changes to the content of the proposal after the deadline for submission of proposals The Vendor shall issue the proposal in two parts: one part - technical proposal containing also other documents as required in this T&C, the other part - the commercial proposal in a separate sealed envelope to be placed inside of the envelope containing the technical proposal and described: "COMMERCIAL PROPOSAL. Chapter III Partial Proposals Partial Proposals shall not be accepted by the Customer. Chapter IV Variant Proposals The Customer does not admit variant proposals. Chapter V Conditions to be fulfilled by Vendors. From the contract award procedure are excluded: 1. Vendors who in the last three years prior to the procedure initiation have caused damage to the Customer by failing to perform a contract or by improper performance of a contract, and the damage was not voluntarily repaired until the initiation of the proceedings, unless the nonperformance or improper performance has been the result of circumstances not attributable to the Vendor; 2. Vendors, in respect of which the winding up was opened or which have been declared bankrupt; Page 5 of 16

6 3. Vendors, in respect of which the bailiffs proceedings for seizure of assets, bank accounts is conducted; 4. Vendors who have been recorded in the National Register of Debtors, 5. Vendors who are in delay with payment of taxes, fees or premiums for social or medical insurance, except cases, where they have received an exemption, deferral, division of overdue payments into instalments or stopping the implementation of decision of the competent authority; 6. natural persons who have been validly sentenced for an offense committed in connection with a contract award procedure, bribery crime, an offense against economic turnover or other crime committed for financial gain; 7. partnerships whose partner has been validly sentenced for an offense committed in connection with a contract award procedure, bribery crime, an offense against economic turnover or other crime committed for financial gain; 8. partnerships whose partner or board member has been validly sentenced for an offense committed in connection with a contract award procedure, bribery crime, an offense against economic turnover or other crime committed for financial gain; 9. limited partnerships and limited joint-stock partnerships whose general partner has been validly sentenced for an offense committed in connection with a contract award procedure, bribery crime, an offense against economic turnover or other crime committed for financial gain; 10. legal persons whose active member of the management body has been validly sentenced for an offense committed in connection with a contract award procedure, bribery crime, an offense against economic turnover or other crime committed for financial gain; 11. collective entities, against whom a court decided a prohibition to apply for contracts under the provisions on liability of collective entities for acts prohibited under penalty; 12. Vendors who have not submitted the required declarations or otherwise not fulfilled the requirements defined in the T&C or another document which defines the participation requirements, 13. Vendors who are or have been involved in any prohibited practices (corruption, fraud, acting in collusion etc.); 14. Vendors who: - do not possess the necessary expertise, experience and technical capacity, and also do not possess the personnel capable of performing the contract, - are in the economic and financial situation which does not guarantee the performance of the contract; To ensure fulfilment of safety conditions, prior to work commencement the Vendor shall: - ensure the Customer in writing, that for the performance of the contract only adequately skilled personnel will be engaged who have been also instructed in HSE and fire protection, have the required qualifications, and are equipped with the personal safety equipment as required for the works under the Contract in the Customer s premises; - strictly observe the HSE, fire protection rules, in particular the requirements laid down in the Internal Regulations and Management System Procedures valid at the Customer s. Page 6 of 16

7 Chapter VI Documents required in the proposal. 1. The proposal shall be accompanied by the following documents: 1.1. The computer printout of up-to-date information about the subject (vendor) registered in the Central Information of National Court Register or Central Registration and Information on Economic Activity, or the original or a photocopy of the valid extract from the Register of Entrepreneurs - copy certified by a solicitor / lawyer or a person authorized to represent the entity Vendor s statement that he is not subject to exclusion and meets the conditions set out in Chapter V of this T&C document, which shall be made on the form being Attachment 1 of T&C Vendor s statement that he is not in delay with payment of taxes, fees or social or medical security contributions, or that he has received a lawful exemption, deferral, division of overdue payments into instalments or that the implementation of decision of the competent authority has been stopped in full. 1.4 Vendor s statement that the personnel is employed on the basis of a contract for employment. In case of any other employment forms on the basis of a civil-law contract the statement shall define what employment forms apply and how many people are employed on the basis of such contracts List of similar design, fabrication and installation works (materials of construction, technical parameters of equipment) provided for the last five years supported by references in writing, filed on the form attached as Attachment 3 to the T&C document Vendor s statement that no bankruptcy proceedings has been initiated against him, nor he has been declared bankrupt Valid third-party insurance policy covering the range of activity, for an amount not less than equivalent to the gross value of the proposal and valid at least for the time of the contract according to this T&C 1.8. Consortium Agreement or Subcontract (if applicable). 1.9 Schedule of Works and Expenditures considering times of completion of individual work stages. 2. The documents attached to the proposal with the exception of printouts from CIKRS or CEIDG must be submitted in the original or a photocopy certified as a true copy by the Vendor. It is assumed that authorization to sign the proposal includes the authorization to certify that the documents attached to the proposal are true copies of the originals. 3. The Customer shall request the submission of the original or a certified copy of the document notarized only when the photocopy of the document presented by the Vendor is illegible or raises doubts as to its authenticity, and the Customer is not able to check its authenticity in a different way. 4. If the Vendor is established or domiciled abroad, instead of the documents referred to in paragraph 1, subparagraph 1.q, he submits the document or documents issued in accordance with the law of the country in which he has his registered residence, confirming that: a. he is entitled to participate in legal transactions, b. no bankruptcy proceedings were initiated against him nor was he declared bankrupt. Chapter VII Vendors participating in the proceedings jointly applying for the award of the contract It is allowed that the Vendors jointly apply for the award of the contract (e.g. consortium). Page 7 of 16

8 The entities who jointly apply for the award of the contract are obliged to authorize the person (s) who will be entitled to represent all entities during the contract award procedure and conclude the relevant contract. Furthermore, the jointly applying entities shall attach the consortium agreement to the proposal, which shall contain at least: definition of the consortium leader names of the parties definition of the economic purpose for which the agreement was concluded duration time of the agreement (at least the execution time of the order, it is unacceptable to attach an preliminary agreement or an agreement concluded on the condition of winning the tender); determination of the activity scope of the each party to the agreement definition of responsibility of the each party to the agreement method of consortium termination definition of the required qualifications as necessary for the performance of design, fabrication and installation works (acc. to this T&C) of minimum one consortium member Vendors jointly applying for the award of the contract should jointly meet the conditions of this T&C document. It is allowable to employ subcontractors to perform the contract - in such case a list of subcontractors shall be attached showing scope of subcontracting and the documents qualifying for execution of the given scope of supply. The required references will be considered in conjunction with the references of the main Vendor. Chapter VIII Security deposit Security deposit is not required. Chapter IX Proposal validity time 1. The Vendor s proposal shall be valid for 60 days. The period starts running from the proposal submission deadline. 2. In justified cases, before the expiry of the proposal validity time, the Customer may ask the Vendors to agree to an extension of that time limit by a defined period, not longer, however, than 30 days. Chapter X Contract Conclusion After conclusion of the tender proceedings, the results thereof shall be announced by notifying all Vendors in writing. The information about the successful bidder does not result in contract conclusion. The contract shall be concluded after it has been agreed and signed by the parties. The contract shall be concluded within 30 days after announcement of the result of the tender proceedings, but within the proposal validity time. The commencement of works shall take place on the basis of the Purchase Order issued by the Customer. Payment of invoices The remuneration shall be paid on the basis of invoices to be issued within 7 days from the signing date of the Acceptance Protocol after completion of each stage of works acc. to the confirmed Page 8 of 16

9 Schedule of Works and Expenditures. The Acceptance Protocols shall be approved by persons indicated in the Contract. Invoice payment time on the basis of the issued Acceptance Protocol approved by the Customer which shall be the basis for issuance of a VAT invoice with a 30-day payment time. The Customer reserves the following penalties: 1. In the event of non-performance or improper performance of obligations under the Contract, the Parties shall be entitled to charge the following penalties: 1.1. In the event of Contract termination by the Vendor for reasons not attributable to the Customer or Contract termination by the Customer for reasons attributable to the Vendor, the Customer shall be entitled to charge the Vendor with contractual penalties in the amount of up to 20% of the net contract price; 1.2. In the event of non-compliance with the contractual completion date specified in the schedule for reasons not attributable to the Customer, the Customer is entitled to charge the Vendor with contractual penalties: in the amount of 0.5% of the net contract price for each started day of delay; 1.3. In the event of the Vendor s delay in removing the defects and faults found during the warranty and guarantee period, the Customer shall be entitled to charge the Vendor with contractual penalties of 0.2% of the net contract price for each day of delay in removing defects or faults. 2. The total amount of contractual penalties charged to the Vendor for exceeding the completion deadline and termination of the Contract shall not exceed 20% of the net contract price. This limitation does not apply to penalties for delay in removing defects revealed during the warranty or guarantee period. 3. The claims for contractual penalties will be covered in the first place from the remuneration payable to the Vendor, then from the Good Performance Guarantee, to which the Vendor agrees. 4. The Parties reserve the right to claim for liquidated damages exceeding the amount of the stipulated contractual penalties, up to the amount of real damages suffered, in line with general principles. 5. The liability of the Parties for improper performance or non-performance of the Contract is excluded only by the Force Majeure event. Force Majeure events are external events, sudden, independent of the will of the Parties, which could not be foreseen and which could not be prevented, and that have impact on the implementation of the Contract in a way that prevents the execution of this Contract, in whole or in part by a period of time or permanently, the consequences of which the Parties could not foresee or prevent them. 6. If within 14 days from the written notice to the other Party of the occurrence of "force majeure it does not cease to occur, the Parties shall meet to take actions to avoid further delay in the implementation of the Contract. 7 If the circumstances of Force Majeure continue for a period longer than 90 days, the Parties shall be entitled to terminate the Contract Page 9 of 16

10 Chapter XIII Place and deadline of proposal submission 1. Place: Grupa Azoty S.A. ul. Kwiatkowskiego 8, Tarnów (Tender Office). 2. Deadline: The proposals shall be submitted until 8th Febr. 2016, until 10:00 o clock 3. The proposals submitted after the deadline shall not be considered and will be returned unopened. Chapter XIV Date of proposal opening Proposal opening 8th Febr Customer does not provide for the public opening of proposals. Chapter XV Selection criteria 1. Price [C] weight ( 70%) 2. Guarantees [G] weight ( 10%) 3. References [R] weight ( 20%) Proposal rating (O) is the algebraic sum of the above criteria evaluation indices. O = C +G+ R Rules for calculating the evaluation indices, taking into account the above criteria: Price index ( C): C = (C n /C o ) x 0,70 Where: C n the lowest proposal price of the considered proposals, in PLN, C o the price of the examined proposal, in PLN Guarantee index (G): G = (G 0 /Gmax ) x 0,10 Where: G 0 guarantee period of the evaluated proposal Gmax longest guarantee period of the considered proposals Reference index (R): R = (R o /R max ) x 0,20 Where: R o - rating for references of the examined proposal (0 10 points) R max - maximum rating for the references of the considered proposals (0 10 points). R o = 0 - shall exclude the Vendor from the proceedings because of formal reasons. When evaluating the references, the Customer shall consider whether the VENDOR has performed at least 1 (one) work similar in scope and complexity to that being the subject of the Page 10 of 16

11 proceedings and of value not less than that of the subject of the contract within the last 5 years, or - if the Vendor has conducted its business activity for a shorter time during that time, before the proposal submission deadline. The references shall be calculated as follows: R o = Σ R p /W o Where: R p value of individual references presented in the proposal W o value of the proposal References with the value R p ½ x W o shall be considered in the calculations. The Statement as per Chapter VI, par. 1, subpar. 1.4 shall be an auxiliary criterion of Vendor selection. Vendors (together with subcontractors or consortium members) will be preferred who employ the employees under employment contracts, and as employers observe the social clauses concerning employment of people. Criteria of proposal preparation 1. Confirmation of the deadline of fan delivery, installation and commissioning. 2. Evidenced financial and technical ability to perform the contract. Rozdział XVI Further provisions 1. Proposal submission by the Vendor shall be equivalent to the acceptance of the T&C conditions. 2. The Customer reserves the right to choose freely the proposal or extend the deadline of proposal submission. 3. In the course of examination and evaluation of proposals, the Commission may request the Vendors for clarifications concerning the content of the submitted proposals. Therefore, the Vendor shall appoint a person authorized to make decisions in the scope of this proceedings and being in contact with the Customer at the proposal opening time. The proposal shall contain the telephone number and the address of the appointed person 4. The content of the T&C document may be modified in the course of the tender proceedings with the proviso that equal rights of all participants in the tender proceedings will be respected. Chapter XVII Cancellation and termination of the proceedings 1. The Customer reserves the right to cancel the tender without giving any reason, at any stage of the proceedings without bearing any legal and financial consequences. 2. The cancellation of the contract award procedure shall simultaneously shall be advised by the Customer to all Vendors who have applied for the award of the contract. 3. In case of cancellation of the contract award procedure for reasons attributable to the Customer, the Vendors who submitted proposals are not entitled to any claim for reimbursement of the costs of participation in the proceedings. 4. The proceedings may be terminated without choosing any of submitted proposals in the event of circumstances causing the proceedings or purchase order performance not being in the interest of Grupa Azoty S.A. The following documents constitute an integral part of this T&C document: Attachment No. 1 Vendor s Statement Attachment No. 2 Technical documentation in.pdf Page 11 of 16

12 Attachment No. 3 - List of similar works carried out over the last five years Attachment No. 4- Application for the site survey Attachment No. 5 Statement on site survey Approved by:. Corporate Seal. Tender Office Purchasing Entity date/signatures/seals Page 12 of 16

13 VENDOR S STATEMENT Attachment No. 1 to T&C / name (company) and address of the Vendor / I hereby declare that I fulfil the conditions for participation in the contract award procedure: Delivery and Installation of a Tail Gas Fan it. AB3-1 under the Project I-0014/009 Ammonia Plant Intensification and I am not subject to exclusion on the basis of the following provisions. From the contract award procedure are excluded: 1. Vendors who in the last three years prior to the procedure initiation have caused damage to the Customer by failing to perform a contract or by improper performance of a contract, and the damage was not voluntarily repaired until the initiation of the proceedings, unless the non-performance or improper performance has been the result of circumstances not attributable to the Vendor; 2. Vendors, in respect of which the winding up was opened or which have been declared bankrupt; 3. Vendors, in respect of which the bailiffs proceedings for seizure of assets, bank accounts is conducted; 4. Vendors who have been recorded in the National Register of Debtors, 5. Vendors who are in delay with payment of taxes, fees or premiums for social or medical insurance, except cases, where they have received an exemption, deferral, division of overdue payments into instalments or stopping the implementation of decision of the competent authority; 6. natural persons who have been validly sentenced for an offense committed in connection with a contract award procedure, bribery crime, an offense against economic turnover or other crime committed for financial gain; 7. partnerships whose partner has been validly sentenced for an offense committed in connection with a contract award procedure, bribery crime, an offense against economic turnover or other crime committed for financial gain; 8. partnerships whose partner or board member has been validly sentenced for an offense committed in connection with a contract award procedure, bribery crime, an offense against economic turnover or other crime committed for financial gain; 9. limited partnerships and limited joint-stock partnerships whose general partner has been validly sentenced for an offense committed in connection with a contract award procedure, bribery crime, an offense against economic turnover or other crime committed for financial gain; 10. legal persons whose active member of the management body has been validly sentenced for an offense committed in connection with a contract award procedure, bribery crime, an offense against economic turnover or other crime committed for financial gain; 11. collective entities, against whom a court decided a prohibition to apply for contracts under the provisions on liability of collective entities for acts prohibited under penalty; 12. Vendors who have not submitted the required declarations or otherwise not fulfilled the requirements defined in the T&C or another document which defines the participation requirements, 13. Vendors who are or have been involved in any prohibited practices (corruption, fraud, acting in collusion etc.); 14. Vendors who: - do not possess the necessary expertise, experience and technical capacity, and also do not possess the personnel capable of performing the contract, - are in the economic and financial situation which does not guarantee the performance of the contract;;.. signature of the authorized person(s) Page 13 of 16

14 Attachment No. 3 to T&C... / name and address of the Vendor/ LIST OF SIMILAR WORKS CARRIED OUT OVER THE LAST THREE YEARS In the contract award procedure Delivery and Installation of a Tail Gas Fan it. AB3-1 under the Project I-0014/009 Ammonia Plant Intensification No. Name (company) and address of the Customer Scope od work Value of work (PLN) Completion year Total signature of the authorized person Page 14 of 16

15 Attachment No. 4 to T&C APPLICATION FOR PARTICIPATION IN SITE SURVEY WITHIN THE TENDER No. 14/P/2015 Delivery and installation of a Tail Gas Fan it. AB3-1 Hereby we apply for participation in the site survey on within the above mentioned tender. Entity name and seat address:.... NIP.. ; REGON. Contact person and data:.. tel. No.:., mobile..., ..., Names and family names of persons to participate in the survey... Make and registration number of the car to be used during the site survey: (the above data are needed for a one-time pass to enter the premises of Grupa Azoty S.A.)... place and date. signature of the authorized person(s) Page 15 of 16

16 Attachment No. 5 to T&C.. /Vendor s name and address / STATEMENT ON SITE SURVEY within the tender No. 14/P/2015 Hereby, I confirm that a site survey was performed on..in the presence of the Customer s representative, which covered:.. I have not /have* the following remarks relating to:.. Signature(s) of site survey(s) participant(s) Signature of Customer s representative... Place and date * underline the applicable Page 16 of 16