FIA WORLD RALLY CHAMPIONSHIP 2013, 2014 AND 2015

Transcription

1 FIA WORLD RALLY CHAMPIONSHIP 2013, 2014 AND 2015 INVITATION TO TENDER SOLE FUEL SUPPLY 1 / 31

2 FIA WORLD RALLY CHAMPIONSHIP 2013, 2014 AND 2015 SOLE FUEL SUPPLY INVITATION TO TENDER 1. INTRODUCTION 2. TENDERING SUMMARY CONTENTS 3. COMMERCIAL PROPOSAL 4. BID PROCESS Appendix 1: Definitions Appendix 2: Tender for sole supply contract Appendix 3: Pricing form 5. GENERAL AND SPECIAL CONDITIONS Appendix 1: Definitions Appendix 2: 2012 Calendar (as an example) Appendix 3: Indexation formula Appendix 4: Sporting regulations Appendix 5: Technical regulations 6. ADDITIONAL TENDER REQUIREMENTS 2 / 31

3 FIA WORLD RALLY CHAMPIONSHIP 2013, 2014 AND 2015 SOLE FUEL SUPPLY INVITATION TO TENDER 1. INTRODUCTION 1.1 The FIA World Rally Championship is now widely regarded as one of the most significant international motorsport event. 1.2 The annual Championship visits 13 countries on 3 continents and attracts the world s largest manufacturers. 1.3 The FIA is now inviting bids for the exclusive supply of fuel and associate marketing benefits in the 2013, 2014 and 2015 seasons of the FIA World Rally Championship. 3 / 31

4 2. TENDERING SUMMARY 2.1 The FIA s objective is to select an exclusive supplier of fuel whose task it will be to ensure the production and delivery of the fuel to the competitors in the 2013, 2014 and 2015 FIA World Rally Championship. 2.2 Interested parties are hereby invited to tender to become the exclusive supplier of fuel to the competitors in the 2013, 2014 and 2015 FIA World Rally Championship. 2.3 Tenderers are invited to contact the FIA Marketing Department in order to discuss a commercial agreement that will be reflected in the fuel supply contract to be signed by the FIA and the selected tenderer. Should no satisfactory commercial agreement be found, the FIA reserves the possibility to appoint a single supplier in the absence of such an agreement. 2.4 By submitting a bid, the tenderer accepts that the decision of the FIA as regards the selection of the exclusive supplier will be based on the result of the negotiations conducted by the FIA Marketing Department insofar as all the technical, safety and legal requirements of this tendering procedure are scrupulously met by the bid submitted. 2.5 The selected tenderer will be invited to enter into a contract with the FIA that will establish the terms of the tenderer's appointment as exclusive supplier. 2.6 The exclusive supplier will supply the product directly to the teams (not to the FIA) under terms and conditions to be agreed. 2.7 This document is no more than an invitation to tender and constitutes neither a contract, nor an offer which is capable of acceptance by any tenderer. Furthermore, this invitation to tender does not contain any representation upon which any tenderer is entitled to rely at any time in order to bring any claim, action or proceedings against the FIA. 2.8 The FIA reserves the right to make amendments to this invitation to tender at any time and to issue a new invitation to tender. 2.9 Please note: Publication of the invitation to tender: 23 March 2012 Tender submission date: 1 June 2012 Opening date: 4 June 2012 Notification of decision as to selection: 15 June / 31

5 3. COMMERCIAL AGREEMENT 3.1 Within the framework of this invitation to tender, tenderers are invited to contact the FIA Marketing Department, in order to discuss a commercial agreement relating to the designation of the selected tenderer as Official Fuel Supplier to the 2013, 2014 and 2015 FIA World Rally Championship. To that end, a presentation is available on request. The FIA expects commercial offers of a minimum of (five million euros), given the marketing opportunities available to the tenderer to be selected. 3.2 The result of the discussions between the tenderers and the FIA Marketing Department will be taken into account by the FIA when selecting the exclusive fuel supplier to the 2013, 2014 and 2015 FIA World Rally Championship. 3.3 The details of the FIA Marketing Department are: 2 chemin de Blandonnet, 1215 Geneva 15, Switzerland T F The person to contact is: Alexandre Gueschir (agueschir@fia.com) 5 / 31

6 4. BID PROCESS In this bid process, capitalised terms shall have the meanings ascribed to such terms in Appendix TENDER CONTENTS 1.1. Tenders must be submitted in the form set out in Appendix 2 to this document and must contain: the TENDERER s name and address; the contact details of the person(s) at the TENDERER responsible for the tender submitted; a description of the TENDERER s relevant experience; a detailed technical description, and supporting documentation, setting out all relevant qualities and specifications of the PRODUCT the TENDERER proposes to supply, together with evidence that the PRODUCT would be in accordance with the requirements set out in the applicable TECHNICAL REGULATIONS and any TECHNICAL SPECIFICATIONS; a list of activities that the TENDERER would intend to subcontract within the context of its supply of the PRODUCT, and details of the identities of the subcontractors it intends to commission for such activities; a completed version of the PRICING FORM (Appendix 3) stating the prices at which the PRODUCT will be supplied at the EVENTS (the price per litre may not exceed 5,50); the terms according to which the TENDERER proposes to supply the PRODUCT to the COMPETITORS if appointed as the PROVIDER. Submissions in this regard may be in the form the TENDERER considers to be fit for the purpose, which may include the TENDERER's standard supply terms and conditions or a summary of the main terms and conditions proposed by the TENDERER. In any event, the terms and conditions proposed by the TENDERER must be appropriate and proportionate to the PRODUCT, the COMPETITORS and the CHAMPIONSHIP; 6 / 31

7 1.1.8 the TENDERER s proposal regarding the commercial agreement as discussed with the FIA Marketing Department (see part 3 of the invitation to tender), including details of the financial proposal that the TENDERER would make if appointed as the PROVIDER; the confirmation that the TENDERER will be able to warrant that it will be in a position, at the time of the entry into the CONTRACT, to meet any liability to the COORDINATOR, as specified in the GENERAL CONDITIONS (part 5 of the invitation to tender); a list of terms, including amendments to the SPECIAL CONDITIONS (part 5 of the invitation to tender) that the TENDERER would hope to have included in the CONTRACT if selected as the winning TENDERER (such terms may not conflict with any GENERAL CONDITIONS (the GENERAL CONDITIONS are not negotiable)); details responsive to any further requirements as may be set out in the Additional Tender Requirements (part 6 of the invitation to tender). 2. CLARIFICATIONS OF TERMS OF INVITATION TO TENDER 2.1 TENDERERS are invited to submit a bid for the CONTRACT as set out in the invitation to tender and are invited to take their business decisions based on the terms as set out. In principle, further information will not be given, and no advance discussions or communications with any prospective TENDERER about the terms of the tender or the terms of any possible future bid will be entered into. However, in exceptional circumstances in which a TENDERER believes that it cannot take a business decision on whether to submit a tender offer without some element of clarification of the terms, it may apply to the COORDINATOR for a clarification. 2.2 Any requests for clarification must be submitted in writing to the COORDINATOR no later than 10 BUSINESS DAYS before the expiry of the period for the submission of tenders. Later requests will not be replied to. 2.3 Requests for clarification may only be submitted by identified prospective TENDERERS. However, their request must be attached in a separate document which does not identify the questioner and which is ready for publication. 2.4 The submission of a request for clarification does not entitle any prospective TENDERER to a clarification or response from the COORDINATOR. Whether to respond with a clarification (or at all) is entirely within the discretion of the COORDINATOR. If the COORDINATOR does decide to give a substantive response, it will publish (anonymously) the request and the COORDINATOR s response. At that time, the request and response become part of the 7 / 31

8 invitation to tender and all TENDERERS may take account of the answer given. 2.5 This facility is not intended to replace any negotiations that might occur after a TENDERER is selected and is reserved only for issues requiring substantive clarification. 3. PRE-SELECTION TENDER PROCEDURE 3.1 Tenders must be received either: (i) in original and with three copies in a closed and sealed envelope addressed to Maître JAQUIERY, Huissier de justice, 6, Place des Eaux-Vives 1207 Geneva Switzerland (phone number: ); or (ii) by fax to the same Huissier's office on fax n , no later than p.m. CET on the tender submission date as set out in the Tendering Summary (part 2 of the invitation to tender). In the event that a tender is received in the first instance only by fax, the TENDERER must also despatch an original and three copies of its tender in a closed and sealed envelope addressed to the Huissier at the above address to arrive at the Huissier's office no more than three BUSINESS DAYS after the date on which the faxed version was received. 3.2 Tenders must be marked on the sealed envelope in the case of hard copies and on the first page in the case of faxes with the name and address of the TENDERER and the title of the Invitation to tender in relation to which the tender is submitted. 3.3 A receipt will be issued to the TENDERER at its request and shall serve as an acknowledgement of receipt. 3.4 Tenders received out of time will not be presented to the COORDINATOR and will be sent back to the sender. For the avoidance of doubt, such tenders will not be considered for selection. 3.5 On the opening date as set out in the Tendering Summary (part 2 of the invitation to tender), Maître JAQUIERY shall present all the sealed envelopes submitted in time to a representative of the COORDINATOR and shall open them during a public meeting. Each TENDERER may attend the opening of the envelopes and may personally verify that the seal of each envelope is firmly secure prior to its official opening. 8 / 31

9 4. SELECTION 4.1 The COORDINATOR shall select the TENDERER which, in the COORDINATOR's sole opinion, best serves the interests of the CHAMPIONSHIP and the interests of motor sport in general. The COORDINATOR is not required to give reasons for the acceptance or refusal of any particular tender. 4.2 In the event that the COORDINATOR decides that any tender submitted does not satisfy this bid process, it may reject that tender without consideration of its merits. 4.3 It is the responsibility of each TENDERER to submit a tender that is sufficiently detailed and clear to allow a decision to be taken. Any failure to do so may count against a TENDERER in the selection process. However, without being under any obligation to do so, the COORDINATOR may decide to seek any clarification of the tender terms submitted by any party and may take any clarifications received into account in taking its decision. 4.4 The selected TENDERER shall be informed of his selection no later than the notification date as to selection of a TENDERER as set out in the Tendering Summary (part 2 of the invitation to tender). 5. POST-SELECTION PROCEDURE 5.1 Prior to execution of the CONTRACT, the winning TENDERER shall be bound, at the sole election of the COORDINATOR, to the terms of the tender it submits, which tender shall, for the purposes of this invitation to tender, incorporate any representations made by the TENDERER to the COORDINATOR in whatever form prior to the date on which the COORDINATOR makes its decision as to selection. In the event of any material deviation by the winning TENDERER from the terms of its tender, the COORDINATOR shall have the right, at its sole election, to take any one or more of the steps set out at section 5.7 of this bid process. 5.2 The selection by the COORDINATOR of the winning TENDERER shall initiate a period of exclusive negotiation between the COORDINATOR and the winning TENDERER with a view to the conclusion of the CONTRACT. For the avoidance of doubt, however, the selection by the COORDINATOR of a winning TENDERER does not impose any obligations on the COORDINATOR, save the obligation to initiate a period of exclusive negotiation with the winning TENDERER for such period as set out in this bid process. Selection does not entitle the winning TENDERER to any CONTRACT. 5.3 A draft contract will be provided to the winning TENDERER after the date as to selection of a TENDERER for detailed review and comment. There will be no negotiation of, or amendment to, the GENERAL CONDITIONS of the draft 9 / 31

10 contract (see part 5 of the invitation to tender) except at the initiation of the COORDINATOR. The opportunity to negotiate and amend the SPECIAL CONDITIONS of the draft contract is provided only to allow technical amendments that are necessary to give the CONTRACT full force and effect. 5.4 The winning TENDERER will have a period of 10 BUSINESS DAYS from the submission by the COORDINATOR to the winning TENDERER of the draft contract in which to make detailed comments on its terms. If this period expires without the winning TENDERER either confirming its full acceptance of the draft contract or making any such comments on the draft contract, the COORDINATOR shall have the right, at its sole election, to take any one or more of the steps set out at section 5.7 of this bid process. 5.5 The COORDINATOR and the winning TENDERER shall have a period of 30 BUSINESS DAYS from the submission by the winning TENDERER of its first set of comments on the draft contract in which to execute the CONTRACT. If this period expires without the CONTRACT having been executed, the COORDINATOR shall have the right, at its sole election, to take any one or more of the steps set out at section 5.7 of this bid process. 5.6 If the winning TENDERER breaches any undertaking provided in its tender, the COORDINATOR shall have the right, at its sole election, to take any one or more of the steps set out at section 5.7 of this bid process. 5.7 On the occurrence of any of the events set out in sections 5.1 and 5.4 to 5.6 of this bid process, the COORDINATOR shall have the right, at its sole election, to: (i) terminate the period of negotiation exclusivity granted to the winning TENDERER; (ii) alter its decision as to the selection of the winning TENDERER; (iii) issue a determination that no sole supplier of PRODUCT will be selected for the CHAMPIONSHIP; (iv) hold a new tendering procedure; and/or (v) conduct negotiation of the draft contract with TENDERERS other than the winning TENDERER with a view to concluding with such other TENDERERS a CONTRACT for the exclusive supply of PRODUCT to the CHAMPIONSHIP. 6. MISCELLANEOUS 6.1 In submitting a tender, the TENDERER acknowledges that it waives all rights in the event that the COORDINATOR elects to take any one or more of the actions identified at points (i) to (v) of section Regardless of whether a TENDERER is ultimately appointed as the PROVIDER, each TENDERER is responsible for all its costs, expenses and liabilities incurred, inter alia, in: (i) the preparation of its tender; (ii) the preparation of any responses to requests for further information issued by the COORDINATOR; (iii) relation to negotiations with the COORDINATOR and discussions with the FIA Marketing Department. 10 / 31

11 6.3 The COORDINATOR has taken steps to ensure that this invitation to tender is accurate in all material respects. However, neither the COORDINATOR, nor any of its representatives or employees, make any representation or warranty, or accept any responsibility or liability for the accuracy or completeness of any of the information contained in this invitation to tender, including the Appendices hereto. Furthermore, the COORDINATOR shall not be liable for any loss or damage suffered by any TENDERER in reliance on this invitation to tender, including the Appendices hereto, or any subsequent communication in relation thereto. 6.4 The COORDINATOR reserves the right to change any aspect of this invitation to tender, including the Appendices hereto, at any time, to issue an amended invitation to tender or to provide the TENDERERS with clarification in relation to the invitation to tender. Any such change, amendment or clarification may be issued by the COORDINATOR in such form as the COORDINATOR considers appropriate. 6.5 Nothing in this invitation to tender or any communication made by the COORDINATOR or its representatives or employees shall constitute a contract between the COORDINATOR and any prospective TENDERER. The COORDINATOR shall be under no obligation to accept any tender submitted in response to this invitation to tender. Furthermore, if, in the sole discretion of the COORDINATOR, the COORDINATOR considers that no tender meets with the COORDINATOR's criteria for the appointment as the sole supplier of PRODUCT, the COORDINATOR may, inter alia, issue a further invitation to tender or elect not to appoint a single supplier of PRODUCT to the CHAMPIONSHIP. 7. GOVERNING LAW AND LANGUAGE 7.1 This invitation to tender and any related errata shall be published in English. 7.2 The CONTRACT will be drafted in English. In the event of any conflict between the language of the CONTRACT and any translation thereof, the language of the CONTRACT shall prevail. 7.3 The governing law applicable to this invitation to tender, any bids received in relation thereto and the CONTRACT shall be French law. 7.4 The Tribunal de Grande Instance de Paris, France, shall have sole jurisdiction to settle any dispute that may arise in relation to this invitation to tender, any bids received in relation thereto or the CONTRACT whether such disputes are between the COORDINATOR and the PROVIDER or between the COORDINATOR and a TENDERER. 11 / 31

12 Appendix 1 Definitions BUSINESS DAY means a day that is not a public holiday or weekend in Switzerland. CHAMPIONSHIP means the 2013, 2014 and 2015 FIA World Rally Championship. COMPETITORS means the racing teams that have been accepted by the COORDINATOR to take part in the CHAMPIONSHIP. CONTRACT means the agreement pursuant to which the COORDINATOR grants the PROVIDER the right to supply the PRODUCT to the COMPETITORS. COORDINATOR means the Fédération Internationale de l'automobile. GENERAL CONDITIONS means the terms set out in part 5 of this invitation to tender, which will be part of the CONTRACT and which are not negotiable. PRICING FORM means the pricing form stating the prices at which the PRODUCT will be supplied at the EVENTS. PRODUCT means the fuel to be supplied pursuant to the CONTRACT. SPECIAL CONDITIONS means the terms set out in part 5 of this invitation to tender, which will be part of the CONTRACT. SUPPLY AGREEMENTS means any agreement, and all amendments thereto, between the PROVIDER and a COMPETITOR pursuant to which the PROVIDER shall supply PRODUCT to the COMPETITOR. TECHNICAL REGULATIONS means the Technical Regulations applicable to the CHAMPIONSHIP as published and amended by the COORDINATOR from time to time. TECHNICAL SPECIFICATIONS means the technical requirements applicable to the PRODUCT as issued and amended by the COORDINATOR from time to time. TENDERER means any person or entity making a bid in response to this invitation to tender. 12 / 31

13 Appendix 2 Tender For Sole Supply Contract In accordance with the terms of the invitation to tender, the TENDERER hereby submits its tender to be appointed as the sole supplier of PRODUCT to the CHAMPIONSHIP. Capitalised terms in this document bear the meaning ascribed to them in the invitation to tender. The section numbers identified in this document correspond to the section numbers in the bid process document. Answers may be provided in appendices where necessary, provided each appendix is clearly marked with the number of the question to which it relates and Name Of Tenderer Registered Office Of Tenderer Company Number Of Tenderer (If Applicable) Contact Person(s) Responsible For Tender And Contact Details 13 / 31

14 Description of the TENDERER's relevant experience Detailed technical description, and supporting documentation, setting out all relevant qualities and specifications of the PRODUCT the TENDERER proposes to supply, together with evidence that the PRODUCT would be in accordance with the requirements set out in the TECHNICAL REGULATIONS and any TECHNICAL SPECIFICATIONS A list of activities that the TENDERER would intend to subcontract within the context of its supply of the PRODUCT, and details of the identities of the subcontractors it intends to commission for such activities Completed version of the PRICING FORM (Appendix 3) stating the prices at which the PRODUCT will be supplied at the EVENTS to the COMPETITORS. (To be appended hereto.) Description of the terms according to which the TENDERER proposes to supply the PRODUCT to the COMPETITORS if appointed as the PROVIDER. Submissions in this regard may be in the form of the TENDERER's standard supply terms and conditions or a summary of the main terms proposed by the TENDERER The TENDERER s proposal regarding the commercial agreement as discussed with the FIA Marketing Department (see part 3 of the invitation to tender), including details of the financial proposal. 14 / 31

15 Confirmation that the TENDERER will be able to warrant that it will be in a position at the time of the entry into the CONTRACT to meet any liability to the COORDINATOR as specified in the GENERAL CONDITIONS (part 5 of the invitation to tender) List of terms, including amendments to the SPECIAL CONDITIONS, that the TENDERER would seek to include in the CONTRACT if selected as the winning TENDERER (such terms may not conflict with any GENERAL CONDITION (the GENERAL CONDITIONS are not negotiable)) Details responsive to any further requirements as may be set out in the Additional Tender Requirements published with the invitation to tender (part 6 of the invitation to tender). Undertakings: The TENDERER undertakes that the information provided in this tender is not false or misleading and that if, following submission of its tender, there is any change in circumstances which may impact on the TENDERER's statement in this regard, the TENDERER shall promptly notify the COORDINATOR in writing, setting out the relevant details in full. Signed on behalf of the TENDERER: By: In his/her capacity as: In: On: 15 / 31

16 Appendix 3 Pricing Form Supply of Fuel in the 2013, 2014 and 2015 FIA World Rally Championship Name of Company:.. The price per litre distributed in the tank may not exceed 5,50 Price (in euros) / litre at the production site Price (in euros) / litre at the site of the event Price (in euros) / litre distributed in the tank (Distribution) Exclusive of Tax Inclusive of all taxes and costs 16 / 31

17 5. GENERAL AND SPECIAL CONDITIONS The contract to be signed by the selected tenderer and the FIA further to the invitation to tender will have to incorporate, as a minimum, the following: GENERAL CONDITIONS 1. APPOINTMENT AND SUPPLY 1.1 The COORDINATOR hereby appoints the PROVIDER to be the exclusive supplier of the PRODUCT to the COMPETITORS for the CHAMPIONSHIP and the PROVIDER hereby accepts this appointment and agrees to supply the PRODUCT to the COMPETITORS for the CHAMPIONSHIP in accordance with the terms of this CONTRACT and the terms of the SUPPLY AGREEMENTS. 1.2 Following from its appointment, the PROVIDER shall enter into a SUPPLY AGREEMENT with each COMPETITOR setting out the terms upon which the PRODUCT shall be supplied. 1.3 The PRODUCT that is supplied by the PROVIDER to the COMPETITORS shall be compliant with the TECHNICAL REGULATIONS and any TECHNICAL SPECIFICATIONS. 2. RELATIONS BETWEEN THE PROVIDER AND THE COMPETITORS 2.1 The PROVIDER shall treat all COMPETITORS in accordance with the PRINCIPLES OF SPORTING EQUALITY. 2.2 The PROVIDER shall supply the PRODUCT to all COMPETITORS on equivalent terms. It shall enter into a standard SUPPLY AGREEMENT with each COMPETITOR. 2.3 All SUPPLY AGREEMENTS shall be fully compliant with the PRINCIPLES OF SPORTING EQUALITY, the CONTRACT and the SPORTING REGULATIONS and TECHNICAL REGULATIONS. 2.4 Separate from the SUPPLY AGREEMENT, the PROVIDER shall be free to enter into separate agreements with COMPETITORS, containing such commercial terms, including, for the avoidance of doubt, in relation to advertising, publicity and other promotional arrangements, as those parties may agree. However, any such arrangements must not compromise the PRINCIPLES OF SPORTING EQUALITY, or be contrary to the SUPPLY AGREEMENT entered into with all COMPETITORS. In particular, the conclusion of any supplemental arrangement must in no way confer any sporting advantage upon one COMPETITOR over another. 2.5 Each SUPPLY AGREEMENT requiring a COMPETITOR to purchase the PRODUCT for use at more than one EVENT shall include a clause permitting the COMPETITOR and/or PROVIDER to terminate the SUPPLY AGREEMENT 17 / 31

18 without a penalty of any kind in the event of expiry or earlier termination of the CONTRACT. 2.6 If requested by the COORDINATOR, the PROVIDER shall supply a copy of each SUPPLY AGREEMENT in order to demonstrate that the PRINCIPLES OF SPORTING EQUALITY are maintained. With respect to the COORDINATOR, the PROVIDER hereby waives and confirms that it shall not assert or seek to rely on any confidentiality provision in any SUPPLY AGREEMENT or other agreement relevant to the supply of the PRODUCT to prevent the COORDINATOR from reviewing relevant agreements or carrying out its regulatory functions (including ensuring that the PRINCIPLES OF SPORTING EQUALITY are maintained). 2.7 The COORDINATOR may request amendments to a SUPPLY AGREEMENT if it considers that the SUPPLY AGREEMENT is not consistent or compatible with, or is otherwise contrary to, the PRINCIPLES OF SPORTING EQUALITY. For the avoidance of doubt, the PROVIDER's obligation to abide by the PRINCIPLES OF SPORTING EQUALITY shall not be limited or otherwise affected by the COORDINATOR's review of a SUPPLY AGREEMENT and/or a request for an amendment to be made. 2.8 In the event of uncertainty regarding whether any action taken or proposed to be taken by the PROVIDER may breach the PRINCIPLES OF SPORTING EQUALITY, the PROVIDER shall request guidance from the COORDINATOR, which shall make a determination in this regard. Where such a determination is made by the COORDINATOR, the PROVIDER's actions in complying with that determination shall be deemed to be in compliance with the PROVIDER's obligation in GENERAL CONDITION 2.1 to treat all COMPETITORS in accordance with the PRINCIPLES OF SPORTING EQUALITY. 3. LIABILITY 3.1 Without prejudice to the COORDINATOR s other rights, the PROVIDER shall indemnify and hold harmless the COORDINATOR from and against all reasonably foreseeable losses incurred by the COORDINATOR as a direct result of the PROVIDER s: (a) (b) (c) failure to supply the PRODUCT of the requisite quantity; failure to supply the PRODUCT of the requisite quality; and negligence in the supply of the PRODUCT. 3.2 The PROVIDER represents and warrants that it is in a position to meet any liability that may arise under clause 3.1 of this CONTRACT and hereby covenants to maintain such position for the period of time during which the PROVIDER may be liable. 18 / 31

19 4. WARRANTIES 4.1 The PROVIDER represents and warrants that it has full power and authority to enter into and fully perform its obligations under the CONTRACT and the provisions of the CONTRACT, when executed, will constitute valid and binding obligations on the PROVIDER in accordance with its terms. The PROVIDER also represents and warrants that it has full power and authority to enter into and fully perform its obligations under the SUPPLY AGREEMENTS when executed. 4.2 The COORDINATOR represents and warrants that it has full power and authority to enter into and fully perform its obligations under the CONTRACT and the provisions of the CONTRACT, when executed, will constitute valid and binding obligations on the COORDINATOR in accordance with its terms. 5. TERMINATION 5.1 Notwithstanding any other provision hereof, either party may terminate the CONTRACT with immediate effect by written notice to the other if any of the following events occur: (a) (b) (c) the other party has committed a material breach of the CONTRACT which is not capable of remedy or, if remediable, has not remedied it within 30 days of the non-breaching party's written notice requiring the default to be remedied (for the avoidance of doubt, a breach by the PROVIDER of any of GENERAL CONDITIONS 1.2, 1.3, 2, 3 and 4.1 and of any SPECIAL CONDITIONS is acknowledged by the parties to be a material breach); steps (including any steps analogous to those following) have been taken to wind up the other party or to place the other party into administration or to have a receiver appointed over any of its assets, other than as part of a scheme of solvent reconstruction or amalgamation; or the other party shall cease or threaten to cease carrying on business or the other party shall make any composition or arrangement with its creditors or become subject to any other insolvency process or proceeding (other than as part of a scheme of solvent reconstruction or amalgamation) or have all or any of its assets or undertakings seized by a government or governmental agency or authority (including any acts analogous to the above). 6. GOVERNING LAW AND LANGUAGE 6.1 The language that shall prevail for the interpretation of the CONTRACT shall be English and the CONTRACT and all documents connected with the CONTRACT shall be written in English. In the event of any conflict between the language of the CONTRACT and any translation thereof, the language of 19 / 31

20 the CONTRACT shall prevail. In the event of any conflict between the language of any document connected with the CONTRACT and any translation thereof, the language of the document connected with the CONTRACT, shall prevail. 6.2 The governing law of the CONTRACT shall be French law. 6.3 The Tribunal de Grande Instance de Paris, France, shall have sole jurisdiction to settle any dispute that may arise between the COORDINATOR and the PROVIDER in connection with the CONTRACT. 7. GENERAL 7.1 Nothing in the CONTRACT guarantees or shall be construed as guaranteeing, the solvency of a COMPETITOR. The COORDINATOR is not responsible for ensuring that the COMPETITORS satisfy the terms of the SUPPLY AGREEMENTS and the COORDINATOR shall not be liable for a failure by any COMPETITOR to satisfy the terms of a SUPPLY AGREEMENT. 7.2 No delay or omission or failure to exercise any right or remedy provided herein shall be deemed to be a waiver thereof. 7.3 The CONTRACT shall be binding on and enure to the benefit of the parties and their respective successors and permitted assigns. The PROVIDER shall not be entitled to assign or sub-contract its rights or obligations under the CONTRACT in whole or in part without the prior written consent of the COORDINATOR. 7.4 Any notice to be given under the CONTRACT shall be given in writing delivered to the other party by any one or more of the following methods: (a) (b) (c) personal delivery to one of its corporate officers, in which case notice shall be treated as having been given at the time of such personal delivery; first class registered post or courier delivery service (such as DHL or UPS) to the address mentioned above (or such other address as may be notified to the other party in writing from time to time), in which case notice shall be treated as having been given on the date of actual receipt at that address (or on the next local business day if delivered on a local non-business day or after 4.00 p.m. local time on a local business day), which shall rebuttably be presumed to be the second local business day after posting; or facsimile to the numbers below (or such other facsimile number as may be notified to the other party in writing from time to time), in which case notice shall be treated as having been received at the time of actual receipt (or on the next local business day if delivered on a local non-business day or after 4.00 p.m. local time on a local business day) and rebuttably be presumed to have been duly 20 / 31

21 received at the time indicated on the automatic acknowledgement transmitted by the recipient fax machine: PROVIDER: COORDINATOR: [ ] [ ] 7.5 Any variations of the CONTRACT shall be ineffective unless agreed in writing and signed by the parties. 7.6 If any term, provision or condition of the CONTRACT is held by a court of competent jurisdiction to be invalid, void or unenforceable such invalidity, voidness or unenforceability shall not invalidate the remainder of the CONTRACT, all of which shall remain in full force and effect. 7.7 The CONTRACT may be executed in any number of counterparts (whether original or facsimile counterparts) and upon due execution of all such counterparts by all parties, each counterpart shall be deemed to be an original hereof. 7.8 GENERAL CONDITIONS 3, 6 and 7 shall survive expiry or termination of the CONTRACT for any reason (but shall terminate at the time expressly provided in the relevant GENERAL CONDITION, if any). SPECIAL CONDITIONS 8. SUPPLY OF THE PRODUCT 8.1 The PROVIDER shall supply such quantity of the PRODUCT as is required for each COMPETITOR obliged to use the PRODUCT (the PRODUCT will be optional for private entrants during the EVENTS where the organiser nominates petrol stations en route) at each: (a) (b) (c) EVENT (see 2012 Calendar as an example); private testing; and dynamometric test bed trials. 8.2 The PRODUCT supplied by the PROVIDER shall be of a strictly uniform quality throughout the duration of the CHAMPIONSHIP, and shall be produced as a single unit of production. For the avoidance of doubt, only PRODUCT from such single unit of production shall be distributed to the COMPETITORS except that, in the event that a change to the PRODUCT supplied pursuant to the CONTRACT is required as a result of an amendment to the TECHNICAL SPECIFICATIONS or the TECHNICAL REGULATIONS, only PRODUCT from a single unit of production of the PRODUCT as modified to comply with such amendment shall be distributed to the COMPETITORS. 21 / 31

22 [Note: For the EVENTS outside Europe, tenderers are invited to formulate a proposal for a local supply of fuel in order to avoid all the costs and other constraints relating to the transportation of the product or any other appropriate proposal. In that case: the fuel must be of equivalent quality and have the same characteristics as that used in Europe; a 200-litre sample of the product used on the EVENTS outside Europe must be delivered to each manufacturer taking part in the Championship, three months before the said event is to take place.] 8.3 The COORDINATOR does not guarantee the PROVIDER a minimum quantity of the PRODUCT to be supplied. However, as an estimate figure, and without the COORDINATOR being in any way committed by such estimate, it is hereby indicated that the necessary quantity per sporting season should be in the region of 500,000 litres. 9. DELIVERY OF THE PRODUCT 9.1 The PROVIDER shall ensure the transportation and delivery of the PRODUCT to the site of each EVENT at its own expense and it shall provide all necessary personnel and equipment at each EVENT to distribute such PRODUCT to the COMPETITORS. The PROVIDER alone will have to take of all administrative tasks related to the transport of the PRODUCT on the site of each EVENT. 9.2 The PROVIDER shall ensure that each COMPETITOR shall have access to all distribution centres (at the broadest possible timetable as agreed with the FIA ENGINEER) in accordance with the SPORTING REGULATIONS and TECHNICAL REGULATIONS and the PRINCIPLES OF SPORTING EQUALITY. 9.3 The PROVIDER shall be present and ready to distribute the PRODUCT at each EVENT by 9.00 a.m. local time on the day before scrutineering. 9.4 The PRODUCT shall be distributed in 20-litre or 200-litre drums. 9.5 Concerning distribution to the tank (which means the act of pouring the PRODUCT into the COMPETITORS cars), the PROVIDER has implemented, at the exit from each service park and/or at locations agreed on beforehand with the COORDINATOR, a procedure for distributing the PRODUCT to the tanks of the competing vehicles. The PROVIDER shall implement a refuelling point at the exit of the service park and as many refuelling points as requested by the COORDINATOR on the circuit of the EVENT. 22 / 31

23 The PROVIDER shall, in any case, undertake to implement a refuelling point at the exit of the service park and a minimum of two refuelling points along the route of the EVENT when so requested by the COORDINATOR. 9.6 The PROVIDER undertakes to distribute the PRODUCT to the tanks in conformity with the safety regulations applicable in the country in which the EVENT is taking place and to have obtained all the necessary authorisations. 9.7 The PROVIDER shall ensure that representatives of the PROVIDER are present on-site throughout the duration of each EVENT and, in addition, shall ensure that there shall be at least one appropriately qualified and senior representative of the PROVIDER available on-site throughout the duration of each EVENT. 9.8 The PRODUCT supplied by the PROVIDER shall be made available to the COORDINATOR no later than 2 July First samples of the PRODUCT shall be made available to each COMPETITOR no later than 15 July 2012 for private testing. The PRODUCT shall not be made available to anyone other than the COORDINATOR before that date. The PROVIDER shall make such arrangements for the delivery of the PRODUCT to a COMPETITOR performing private testing as may be reasonably requested, or otherwise agreed, by the PROVIDER and such COMPETITOR. The PRODUCT shall then be available for the COMPETITORS on 1 October 2012 at the latest. 10. MANUFACTURING CONDITIONS OF THE PRODUCT 10.1 Before starting production of the PRODUCT to be supplied pursuant to the CONTRACT, the PROVIDER shall provide to the COORDINATOR a detailed technical study and a 20-litre sample of such PRODUCT, for the approval of the FIA ENGINEER. In the event that an amendment is made to any TECHNICAL SPECIFICATIONS or the TECHNICAL REGULATIONS that requires an amendment to the PRODUCT supplied pursuant to the CONTRACT, the PROVIDER shall provide to the COORDINATOR a detailed technical study and a 20-litre sample of the amended PRODUCT to be supplied pursuant to the CONTRACT to take account of such amendment The PROVIDER shall make (at its own cost) such modifications to the PRODUCT to be supplied pursuant to the CONTRACT as the FIA ENGINEER may require Technical checks will take place to verify whether the PRODUCT used by the COMPETITORS during the EVENTS is in conformity with the TECHNICAL SPECIFICATIONS AND THE TECHNICAL REGULATIONS. The PROVIDER undertakes to carry out, at his own cost, this technical analysis on the site of each EVENT in the form of gas chromatography fingerprinting under the 23 / 31

24 authority of the FIA ENGINEER and in accordance with the procedure set out in Appendix [ ]. Under no circumstances, may the cost of the PRODUCT analyses carried out by the PROVIDER be charged to the COORDINATOR. 11. PRICING OF THE PRODUCT 11.1 The price of the PRODUCT supplied pursuant to the CONTRACT at the site of each EVENT shall be [ ] per litre (as further detailed on the PRICING FORM), which amount shall be inclusive of all taxes and charges and which amount shall not be increased for any reason except in accordance with SPECIAL CONDITION The price of the PRODUCT supplied pursuant to the CONTRACT for private testing shall be an amount equal to the price of the PRODUCT supplied pursuant to the CONTRACT at the site of each EVENT: (i) less an amount equal to the cost of delivery of the PRODUCT supplied pursuant to the CONTRACT to the EVENTS; and (ii) plus an amount equal to the cost of delivery of the PRODUCT supplied pursuant to the CONTRACT to the COMPETITOR at the location agreed by the PROVIDER and the COMPETITOR VAT (value added tax) shall not be charged to those COMPETITORS that are exempt from VAT and that have supplied proof of such exemption to the PROVIDER The price per litre stated in SPECIAL CONDITION 4.1 may be adjusted for the 2014 and 2015 sporting seasons in accordance with the indexation formula provided in Appendix / 31

25 Appendix 1 Definitions The following terms shall be understood to have the following meanings for the purposes of the General and Special Conditions. CHAMPIONSHIP means the 2013, 2014 and 2015 FIA World Rally Championship (including the Production Car World Rally Championship and the Super 2000 World Rally Championship). COMPETITORS means the racing teams that have been accepted by the COORDINATOR to take part in the CHAMPIONSHIP. COORDINATOR means the Fédération Internationale de l'automobile (FIA). EVENT means any race forming part of the CHAMPIONSHIP and entered on the International Sporting Calendar of the COORDINATOR. An EVENT is deemed to commence at the scheduled time for scrutineering and sporting checks and includes all practice, qualifying and the race itself and ends at the expiry of the deadline for the lodging of a protest under the terms of the International Sporting Code. FIA ENGINEER means the technician appointed by the COORDINATOR to carry out all technical checks and controls and to grant the necessary approval prior to the starting up of production. GOVERNING RULES means: (a) (b) (c) (d) the International Sporting Code and the Appendices thereto; the General Prescriptions applicable to all FIA Championships, Challenges, Trophies and Cups and their qualifying EVENTS; the SPORTING REGULATIONS; and the TECHNICAL REGULATIONS. PRICING FORM means the pricing form provided at Appendix [ ] stating the prices at which the PRODUCT will be supplied at the EVENTS to the COMPETITORS. PRINCIPLES OF SPORTING EQUALITY means the equal treatment by the PROVIDER of all COMPETITORS with respect to: (a) (b) (c) anything which may affect the performance of the PRODUCT; the terms on which the PRODUCT is supplied; the support, access and information made available to COMPETITORS in relation to the PRODUCT; and 25 / 31

26 (d) any other matter which affects or may have an effect, however minor, on sporting performance. PRODUCT means fuel, as such word is described in the SPORTING REGULATIONS and TECHNICAL REGULATIONS. PROVIDER means [ ]. SPORTING REGULATIONS (Appendix 4) means the Sporting Regulations applicable to the CHAMPIONSHIP as published and amended by the COORDINATOR from time to time. SUPPLY AGREEMENT (Appendix [ ]) means any agreement, and all amendments thereto, between the PROVIDER and a COMPETITOR pursuant to which the PROVIDER shall supply the PRODUCT to the COMPETITOR. TECHNICAL REGULATIONS (Appendix 5) means the Technical Regulations applicable to the CHAMPIONSHIP as published and amended by the COORDINATOR from time to time. TECHNICAL SPECIFICATIONS (Appendix [ ]) means the technical requirements applicable to the PRODUCT as issued and amended by the COORDINATOR from time to time. 26 / 31

27 Appendix Calendar (as an example only) MONTHS DATES EVENTS JANUARY MONTE-CARLO FEBRUARY 9-12 SWEDEN MARCH 8-11 MEXICO APRIL 29 March 1 April PORTUGAL APRIL ARGENTINA MAY ACROPOLIS JUNE NEW ZEALAND AUGUST 2-5 FINLAND AUGUST GERMANY SEPTEMBER GREAT BRITAIN OCTOBER 4-7 FRANCE OCTOBER ITALY NOVEMBER 8-11 SPAIN 27 / 31

28 Appendix 3 Indexation Formula Concerning the 2014 and 2015 seasons, the prices charged to COMPETITORS shall be the amount that equals the amount shown for 2013 in the PRICING FORM increased annually in accordance with the positive variation of the Consumer prices All items index published by the Organisation for Economic Cooperation and Development (OECD) in Main Economic Indicators. The indexation shall be in accordance with the variation between such base index and the index published in the October edition of Main Economic Indicators for the year to which the indexation applies. 28 / 31

29 Appendix 4 Sporting Regulations For example, please refer to the 2012 Sporting Regulations of the FIA World Rally Championship available on the FIA website ( 29 / 31

30 Appendix 5 Technical Regulations For example, please refer to Articles 251, 252, 253, 254, 255, 255A and 260 of Appendix J to the 2012 FIA International Sporting Code published on the FIA website ( 30 / 31

31 6. ADDITIONAL TENDER REQUIREMENTS As the FIA plans to introduce the use of Green Fuel for the competitors as from the 2014 season, in addition to responding to the general questions set out in this invitation to tender, tenderers should also include in their bids a proposition on Green Fuel. Tenderers must define technically what they mean by Green Fuel in their bid, providing a bracket for the technical specifications that will correspond to that name (in case of use of ethanol, only cellulosic type can be proposed). Tenderers must be in a position to prove to the FIA that the petrol proposed is of nature to reduce pollutant emissions significantly. The selected tenderer will have to supply all the manufacturers involved in the FIA World Rally Championship with samples of Green Fuel which they will test from 11 November 2012 to 30 October After a series of test, the FIA, the selected tenderer and the manufacturers involved in the FIA World Rally Championship will agree on a final technical specification for the Green Fuel to be used by the competitors. From 1 November 2013, the selected tenderer must be in a position to distribute this petrol on the conditions set out in the GENERAL and SPECIAL CONDITIONS (part 5 of the invitation to tender). 31 / 31