TENDER DOCUMENTATION

Transcription

1 ZAVOD REPUBLIKE SLOVENIJE Z A B L AG O V N E R E Z E R V E Dunajska cesta LJUBLJANA T: +386 (0) F: +386 (0) E: info@zrsbr.si H: Matična številka: , ID št. za DDV: SI , TRR: ali TENDER DOCUMENTATION for the award of a public contract in accordance with the open public procurement procedure for the replacement (exchange) of the petroleum products, and specifically the sale of app. 48,000 cbm of diesel fuel and the procurement of app. 27,000 cbm of diesel fuel The Tender Documentation has been drawn up in accordance with 1. Public Procurement Act (Official Gazette of the Republic of Slovenia, No. 12/13 and 19/14), 2. Act on Legal Protection in Public Procurement Procedures (Official Gazette of the Republic of Slovenia, No. 43/2011), 3. Commodity Reserves Act (Official Gazette of the Republic of Slovenia, No. 83/12, unofficial translation no. 6) UPB 2), 4. Public Finance Act (Official Gazette of the Republic of Slovenia, No. 50/2006 with modifications and amendments), and 5. other effective legislation and standards governing the public procurement area. 1 / 1

2 ZAVOD REPUBLIKE SLOVENIJE Z A B L AG O V N E R E Z E R V E Dunajska cesta LJUBLJANA T: +386 (0) F: +386 (0) E: info@zrsbr.si H: Matična številka: , ID št. za DDV: SI , TRR: ali CONTENT 1. General Information on the Tenderer Appendix 1 2. Invitation for Tenders Appendix 2 3. Instructions to Tenderers for the Preparation of Tenders Appendix 3 4. Tender Form Appendix 4 5. Draft Contract Agreements: - Draft Sales Contract on the Supply of Oil Product Appendix 5 - Draft Sales Contract Appendix 5 - Draft Contract Agreement for the Replacement (Exchange) of the Oil Products Appendix 5 6. Draft on Tender Security (Guarantee) Appendix 6 7. Draft on Performance Security (Guarantee, Bill of Exchange) Appendix 7 8. Statement on the acceptance and compliance with the terms and conditions from the Tender Documentation Appendix 8 9. Statement on the non conviction Appendix 8a 10. Statement for obtaining information Appendix 9, 9a 1 / 1

3 ZAVOD REPUBLIKE SLOVENIJE Z A B L AG O V N E R E Z E R V E Dunajska cesta LJUBLJANA T: +386 (0) F: +386 (0) E: info@zrsbr.si H: Matična številka: , ID št. za DDV: SI , TRR: ali Appendix 1 GENERAL INFORMATION ON THE TENDERER Name of the Tenderer Address of the Tenderer Individual Identification Number of the Tenderer Tax Number of the Tenderer Bank Account of the Tenderer Country of Incorporation of the Tenderer Contact Person for Clarifications Telephone/Fax/ Person Authorised to Sign the Tender on Behalf of the Tenderer (if this person is different from the person duly authorised to represent the tenderer, a power of attorney shall be attached original or authorised by notary public) Done at, on Signature of the Authorised Person and Company Seal 1 / 1

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5 ZAVOD REPUBLIKE SLOVENIJE Z A B L AG O V N E R E Z E R V E Dunajska cesta LJUBLJANA T: +386 (0) F: +386 (0) E: info@zrsbr.si H: Matična številka: , ID št. za DDV: SI , TRR: ali Appendix 3 INSTRUCTIONS TO TENDERERS FOR THE PREPARATION OF TENDERS 1. Introduction In accordance with the Public Procurement Act (ZJN-2) and other regulations listed in the preamble of the Tender Documentation, Public Economic Institute for Commodity Reserves (hereinafter referred to as: the Contracting Authority) has published the Tender Notice for the exchange of the petroleum products on the public procurement portal and in Supplement to the Official Journal of the European Union. For that purpose and in accordance with the aforementioned laws, the Contracting Authority has prepared these Instructions to Tenderers for the preparation and submission of tenders. Any economic operator duly registered for the activity that is the subject-matter of the invitation to tender for the award of the public contract and having all mandatory authorisations to take up and pursue the relevant activity is eligible to apply. 2. Subject-matter of the public procurement The subject-matter of the public procurement is the replacement (exchange) of the petroleum products as set forth below : - The sale of ca. 48,000 cbm of diesel fuel, to the excise storage facility/tank farm operated by the company Petrol, Slovenska energetska družba, d.d., Ljubljana, Dunajska cesta 50, 1000 Ljubljana and stocked at the location Petrol, d.d., Ljubljana, Skladišče goriv Lendava, Trimlini 1h, 9220 Lendava - The purchase of ca. 27,000 cbm of diesel fuel oil, to the excise storage facility/tank farm operated by the company Petrol, Slovenska energetska družba, d.d., Ljubljana, Dunajska cesta 50, 1000 Ljubljana and stocked at the location Petrol, d.d., Ljubljana, Skladišče goriv Lendava, Trimlini 1h, The Tenderers may offer the exchange in lots, whereby one lot means the delivery of app. 5,400 cbm of diesel fuel (new product) and the purchase of app. 9,600 cbm of diesel fuel (the old product). The highest possible number of lots amounts to five. In case of technical hindrances, the Contracting Authority reserves the right to reduce the offered quantity of the petroleum product and/or accept a part of quantities offered by the tenderes, irrespective of the completeness of the tender. The Attachements 5A and 5B will be published at a later date. 3. Content and form of tenders In order to submit complete and compliant tenders, Tenderers must submit the following documentation: - The tender form duly filled out, every paged initialled, the last page signed and the company seal affixed, - The draft contracts for which the tenderer will provide the tenders, every page duly initialled, on the last page signed and with the company seal affixed, - the documentation referred to in point 8 of these Instructions. Tenders must be drawn up in the Slovenian or in the English language. 1 / 9

6 4. The submission and public opening of tenders Tenders must be submitted in sealed envelopes addressed to Zavod Republike Slovenije za blagovne rezerve, Dunajska 106, 1000 Ljubljana and the text reading: "Ponudba za menjavo ND Lendava - Ne odpiraj" (Tender for Replacement of heating oil Do Not Open) and the reference number of the Tender Notice for the award of a public contract published on the EU public procurement portal, whereas on the back side of the envelope there must be the correct, i.e. full address of the Tenderer. Tenders must be submitted in the secretariat of the Contracting Authority by the deadline determined in the Tender Notice for the award of a public contract and specifically on 30 June 2015 at 13:00 CET. Tenders sent by mail must arrive at the address of the Contracting Authority not later than on the day and at the hour stipulated as the deadline for the submission of tenders. The public opening of tenders will take place on 30 June 2015 at 13:15 CET in the premises of Zavod Republike Slovenije za blagovne rezerve, Dunajska 106, 1000 Ljubljana. Tenderers representatives have to submit the power of attorney to participate in the opening of tenders. 5. Additional clarifications Tenderers can send their requests for additional clarifications with regard to the content of the Tender Documentation in writing to the public procurement portal. The time line for a Tenderer to request additional clarifications with regard to the Tender Documentation is ten days prior to the deadline for the submission of tenders. The contact person will reply to all questions received by the deadline referred to in the previous paragraph not later than within six days prior to the expiry of the deadline for the submission of tenders. The answers will be published on the public procurement portal. 6. Modifications and amendments to the Tender Documentation The Contracting Authority may by the final date for the receipt of tenders, modify and amend the Tender Documentation. The Contracting Authority will publish on the EU public procurement on his home page any and all modifications and amendments to the Tender Documentation. Should that prove necessary, the Contracting Authority will extend the deadline for the submission of tenders and in that event the Contracting Authority s rights and obligations shall be rescheduled to reflect the new time line made after the extension of the deadline for the submission of tenders. 7. Corrections and withdrawal of tenders Tenderer are allowed to withdraw, amend or replace their tenders until the deadline for the submission of tenders has expired. Tenderers must equip any and all corrections of errors, modifications or amendments to tenders with the company seal and the signature of the person authorised for tender signing. After the deadline for the submission of tenders has expired, Tenderers cannot modify, amend or replace the submitted tenders with a new one. Should a tender be withdrawn after the deadline for the submission of tenders has expired, i.e. prior to the expiry of the tender validity, it will result in cashing the tender guarantee issued by the bank. 8. Terms and conditions for the recognition of aptitude (eligibility) In order to be eligible to participate in this public tender, Tenderers must comply with the following requirements: 2 / 9

7 A. The contracting authority will exclude a tenderer from the public procurement procedure for the award of a public contract in the following cases: 1) the tenderer who will be subject of the examination of basic suitability, that is, its legal representative in the case that the tenderer is a legal person, has been the subject of a conviction by final judgement for the criminal acts specified in the Penal Code (Official Gazette of the Republic of Slovenia, No. 50/12 UPB; KZ-1), viz.: acceptance of bribe during the election or ballot (article 157 of the Penal Code KZ-1), fraud (article 211 of the Penal Code KZ-1), abuse of a position of monopoly (article 225 of the Penal Code KZ-1), causing bankruptcy by fraud or by acting recklessly in conducting its business (article 226 of the Penal Code KZ-1), defrauding creditors (article 227 of the Penal Code KZ-1), business fraud (228. article of the Penal Code KZ-1), fraud to the detriment of the European Union (article 229 of the Penal Code KZ- 1), fraud in obtaining loans or benefits (article 230 of the Penal Code KZ-1), fraud in securities trading (article 231 of the Penal Code KZ-1), deception of purchasers (article 232 of the Penal Code KZ-1), unauthorised use of another s mark or model (article 233 of the Penal Code KZ- 1), unauthorised use of another s patent or topography (article 234 of the Penal Code KZ-1), forgery or destruction of business documents (article 235 of the Penal Code KZ- 1), disclosure and unauthorised acquisition of trade secrets (article 236 of the Penal Code KZ-1), breaking into business information system (article 237 of the Penal Code KZ-1), abuse of insider information (article 238 of the Penal Code KZ-1), abuse of financial instruments market (article 239 of the Penal Code KZ-1), abuse of position or of trust in business activity (article 240 of the Penal Code KZ- 1), unauthorised acceptance of gifts (article 241 of the Penal Code KZ-1), unauthorised giving of gifts (article 242 of the Penal Code KZ-1), counterfeiting money (article 243 of the Penal Code KZ-1), fabrication and use of counterfeited stamps of value or securities (article 244 of the Penal Code KZ-1), money laundering (article 245 of the Penal Code KZ-1), presentation of bad cheque and abuse of bank or credit cards (article 246 of the Penal Code KZ-1), use of counterfeit bank, credit or other card (article 247 of the Penal Code KZ-1), fabrication, acquisition and disposal of instruments of forgery (article 248 of the Penal Code KZ-1), tax evasion (article 249 of the Penal Code KZ-1), smuggling (article 250 of the Penal Code KZ-1), disclosure of classified information (article 260 of the Penal Code KZ-1), acceptance of bribes (article 261 of the Penal Code KZ-1), giving bribes (262 article of the Penal Code KZ-1), accepting benefits for illegal intermediation (article 263 of the Penal Code KZ-1), giving of gifts for illegal intervention (article 264 of the Penal Code KZ-1), criminal association (article 294 of the Penal Code KZ-1). 3 / 9

8 2) the tenderer was excluded as of the deadline for the submission of tenders from the public tendering procedure for the award of the public contract due to the fact that the tenderer is on the list of tenderers with negative references in accordance with the provision laid down in article 77.a of the Act Amending the Public Procurement Act ZJN-2; 3) as of the day on which the tender was submitted, the tenderer has not fulfilled obligations relating to the payment of social security contributions or in relating to the payment of taxes in accordance with the legal provisions of the country in which he is established or on accordance with the legal provisions of the country of the contracting authority in the amount of 50 euros or more. B) The contracting authority will exclude a tenderer from the public procurement procedure for the award of a public contract also in the following cases: 1) The tenderer is subject to a forced settlement proceeding or a motion to instigate a forced settlement proceeding has been filed and the court has not ruled about it; 2) The tender is the subject of proceedings for a declaration of bankruptcy or a motion to instigate a bankruptcy proceeding has been filed and the court has not ruled about it; 3) The tenderer is subject to a forced settlement proceeding, bankruptcy or winding up, where his affairs are being administered by the court for other reasons, where he has suspended business activities or is in any analogous situation; 4) the tenderer has been convicted by a final judgement in accordance with the legal provisions of the country of any offence concerning his professional conduct; 5) When asked to provide information requested in accordance with the provisions laid down in the Public Procurement Act ZJN-2, the tenderer deliberately provided misleading explanations or failed to provide the requested information in this or in previous public procurement procedures. Mandatory proofs: - A statement of the tenderer in the tender form in which the tenderer accepts and undertakes to comply with the terms and conditions laid down in the tender documentation (Annex 8), a statement of the tenderer s legal representative concerning evidence of nonconviction (Annex 8a), a statement of the tenderer authorising the contracting authority to obtain data and information (Annex 9) and a statement of the tenderer s legal representative authorising the contracting authority to obtain data and information (Annex 9a); In addition to the statements listed in the previous paragraph, the tenderer shall submit evidence from official records concerning compliance with the requirements laid down in point A and point B (except for sub-point A.2.). Instead of providing proofs referred to in the previous paragraph, the tenderer may state in the tender documentation in which the official records maintained by which central or local government authority or a holder of public authority the contracting authority may obtain certain data/information himself. In the case that the country in which the tenderer is established and has his head office does not issue documents referred to in the previous two paragraphs, the contracting authority may accept instead of a proof made in writing a sworn statement (affidavit) of witnesses or a sworn statement made by the tenderer. Such a statement must be made before judicial or administrative authorities, notary public or competent bodies of professional or economic entities established in the country in which the tenderer is established and has his head office. 4 / 9

9 B. Suitability to pursue professional activity: 1) that the Tenderer has been duly registered, i.e. authorised for taking up and the pursuit of the business of trade in accordance with regulations. Mandatory supporting documents: - for Tenderers from the Republic of Slovenia: the Statement on acceptance and compliance with the terms and conditions from the Tender Documentation (Appendix 8) and the Statement of the Tenderer for Obtaining Data/Information (Appendix 9); - for Tenderers not incorporated in the Republic of Slovenia: the official document issued by the competent authority on the entry into the registry and the Statement on acceptance and compliance with the terms and conditions from the Tender Documentation (Appendix 8) and the Statement of the Tenderer for Obtaining Data/Information (Appendix 9). C. Tenderer s economic and financial capacity: For the purpose of checking tenderers economic and financial standing, the tenderer, an entity duly registered in the Republic of Slovenia, must on the basis of financial and other relevant data prove his sound credit standing. For the evaluation of the credit assessment the following criterion should be used: under the methodology used by the credit information company I d.o.o., classifying the tenderer s credit standing between A and B; otherwise, the tender will be rejected on the grounds that it does not meet the criterion of economic and financial standing. Mandatory documents to prove compliance: - The statement made by the tenderer confirming the acceptance of and compliance with the requirements laid down in the Tender Documentation (Appendix 8); For the purpose of demonstrating his economic and financial standing, the tenderer who is not duly incorporated in the Republic of Slovenia (not a corporate entity of the Slovenian law), has to provide evidence of a sound financial standing. In case that its credit rating index scored by using the methodology of the rating agency CREDITREFORM is above 250, such tenderer will be eliminated from the further procedure. Mandatory documents to prove compliance: - The statement made by the tenderer confirming the acceptance of and compliance with the requirements laid down in the Tender Documentation (Appendix 8). D. Security, health and environment protection: That the oil product is in full conformity with the requirements regarding security, health and environment protection stipulated by effective regulations. Mandatory supporting documents: Statement on the acceptance and compliance with the terms and conditions from the Tender Documentation (Appendix 8). E. Financial guarantees: a/ Tender security (guarantee) Tenders shall be accompanied by a tender guarantee issued by an investment-grade bank or insurance company in the amount of 20,000 euros. The security, i.e. guarantee must be valid until day on which the successful Tenderer concludes the Contract with the Contracting Authority and submits to the Contracting Authority the tender security/guarantee. However, the tender guarantee validity shall not be shorter than 90 days of the day of the opening of tenders. If the successful Tenderer fails to conclude the Contract with the Contracting Authority, the Contracting Authority will forfeit, i.e. cash the guarantee. Tenderers shall be obliged to submit extension of their tender guarantees should the Contracting Authority so request or they have to submit new tender 5 / 9

10 guarantees, if the Contract is not concluded by the stipulated deadline due to objective reasons. Shall the tenderer submit more tenders for the same tender, one original guarantee may be submitted, which is valid for all the tenders. The gaurantee shall be enclosed with one of the tenders. b/ Performance security (guarantee) See Appendix 5 Draft Contracts Should the Tenderer fail to submit these guarantees by deadline determined by the Contracting Authority, the contract shall become null and void and the Contracting Authority is entitled to forfeit, i.e. cash the tender guarantee without delay. c/ Financial security (guarantee) for the purchased oil product See Appendix 5 Draft Contracts The guarantees have to be issued by the first grade bank, which means that it s credit index scored by using the methodology of the rating agency CREDITREFORM is under 250 or by the first grade insurance company with it s credit index scored by using the methodology of the rating agency CREDITREFORM under 200. F. Life of fuel: The fuel to be supplied by the Contractor must not be older than one year, calculating from the date of delivery evidenced by a certificate of the fuel producer, that is, by a statement made by the Contractor under the penalties of criminal and civil liability for wilfully making a false statement. Tenderers must submit all supporting documents referred to in this Article on the prescribed forms without additional terms and conditions; no added scripts and no additional Tenderer s terms and conditions shall be taken into account and they shall result in treating the tender as non-compliant. All statements/declarations issued by Tenderers must be originals, while certificate and other supporting documents may be submitted as photocopies. The documents may not be older than four months, unless there is a special term for particular document specified. The tenderer that has failed to submit all requested documents will be eliminated from further tendering procedure in accordance with the provisions laid down in the Public Procurement Act (ZJN-2). The tenders submitted by those Tenderers that have been the subject of a judgement which has the force of res judicata for committing a violation defined in Article 22 of the Commodity Reserves Act or that have outstanding liabilities to the Contracting Authority for more than thirty days (the second paragraph of Article 18 of the Commodity Reserves Act) will be eliminated from the further procedure. 9. The criteria for awarding the public contract and the contract price For the purpose of the tender evaluation process, the sole criterion for awarding the public contract to the successful tenderer, that is, to the successful tenderers, shall be the lowest tender price. The contracting authority will select the combination of the tenders received for the for the exchange of the petroleum product where the difference between the sale price and the purchase price will be accepted as the most favourable for the contracting authority. 6 / 9

11 All the prices shall be expressed in EUR/l excl. stockpiling fee, CO 2 tax, the supplement for the provision of savings, the excise duty and VAT. The price must include all costs arising from and in connection with the performance of this public contract in accordance with Appendix 5. The prices must reflect the market conditions. 10. Special terms and conditions, i.e. requirements posed by the Contracting Authority - In the case that the Tenderer fills in the Appendix 5 Draft Contract Agreement for the Exchange of the Oil Products and the quantity, expressed in cbm, does not correspond to the multiples of quantities, defined as one lot, the contracting authority reserves the right to the correction of the quantites; - In the event that the public contract is awarded to several tenderers, the Petroleum Product will be released from the Storage Facility, that is, it will be taken into the Storage Facility, in proportion to the quantity offered by the tenderers for each specific day, except where have agreed otherwise; - In the course of the execution of the subject-matter of the contract, the successful tenderers may take the samples of the petroleum product held in the oil tanks and/or road tankers, that is, in the rail tankers; - The storage operator will check the quality of the petroleum product released and supplied/delivered petroleum product by taking samples from the road tanker and/or rail tankers.«- Provided that a prior agreement with the storage operator is reached, the tenderers may take samples of the petroleum products from the oil tanks and have the analysis performed at their expense before the expiration of the deadline for the submission of their tenders; - The successful tenderers are required to submit to the contracting authority and to the storage operator all the necessary particulars/information necessary to complete correctly the excise documents at least 5 working days before lifting the product; - The successful tenderers are requested to make arrangements with the storage facility operator regarding the regime of the release (withdrawal) of the excisable petroleum product (moving the petroleum product to another excise storage/warehouse, placing on the market ) and any and all duties or levies charged on the excisable goods in such cases - The successful tenderers are required to submit to the contracting authority and to the storage operator the information about the transport (registration numbers of road tank cars, names of drivers of road tank cars, information about the railway transport, schedule...) at least 3 working days before lifting the product - The wording of the bank guarantees and other financial guarantees submitted by Tenderers must not deviate significantly from the wording of the sample forms enclosed to the Tender Documentation. 11. Additional information: The tenderers are kindly asked to check the possible obstacles when transporting the petroleum product (road and railway). 12. Technical characteristics of the storage facilities/tank farms Contact person: Mateja Dobrun Tel./ tel , m , mateja.dobrun@petrol.si, Dušan Jerebič, dusan.jerebic@petrol.si, tel , m / 9

12 Operating hours: Monday Friday from 6.00 until Road terminal: - filling capacity 60 m 3 /h - emptiying capacity 40 m 3 /h Rail terminal: - filling capacity app. 80 m 3 /h - emptiying capacity 120 m 3 /h (simultaneous emptying of 6 railcar tanks) - dispatch of a train: total 850 tonnes net. Measurement: volumetric. The Contracting Authority asks the Tenderers that prior to the submission of their tender they should align the technical characteristics and the time schedule with the Storage Operator. In the case that several contractors are selected for the replacement of the stocks of petroleum products, the Agency (ZRSBR) will call a meeting before the contracts start to withdraw the stocks with their representatives and with the storage facility operator in order to agree the terms and conditions for removing the petroleum products from the tanks and for delivering fresh stocks. In the case that the contractors are unable to reach an agreement, the quantities of the petroleum product to be released, that is, supplied will be determined on the basis of the quantities stipulated in the contract. The tenderer which has offered the lowest tender price will have the benefit of choosing the timing. The supplies shall be carried out by rail tankers up to the quantity of full trainset; the residual quantities can be transported by road tankers (last delivery). 13. Conclusion of the Contract The Tenderer must sign the Contract not later than within the time line determined by the Contracting Authority. In the event that the Contract has not been duly signed by the stipulated deadline, the Contracting Authority will forefeet, i.e. cash the financial security - tender guarantee. 14. Review procedure Legal protection of the Tenderers participating in the public procurement procedure is provided for by the review of the procedures for the award of contracts under the public procurement procedure in accordance with the act governing the review of public procurement procedures. The petitioner must pay a fee when filing the request in the bank account opened with the Ministry of Finance in accordance with the cited act. 15. Obligation to transfer data/information The successful tenderer shall be obliged to submit the following data/information as requested by the contracting authority: a. regarding its founders, owners including silent partners, shareholders, limited partners or other owners with the particulars regarding the shares/stakes held by the aforementioned persons; b. corporate entities considered to be its related/connected companies in accordance with the provisions of the law governing business enterprises. 8 / 9

13 The successful tenderer shall submit to the contracting authority the data/information referred to in the previous paragraph within eight days of the receipt of the request. 16. Final provisions Irrespective of the result of the public procurement procedure, Tenderers shall not be eligible to any refunds of costs and expenses arising from and in connection with the preparations of tenders. If the Tenderer has more than one legal representative, each of them shall separately fill in and sign the Statement of Legal Representative on non conviction (Appendix 8a) and the Statement of the Legal Representative for Obtaining Data/Information (Appendix 9a). 9 / 9

14 ZAVOD REPUBLIKE SLOVENIJE Z A B L AG O V N E R E Z E R V E Dunajska cesta LJUBLJANA T: +386 (0) F: +386 (0) E: info@zrsbr.si H: Matična številka: , ID št. za DDV: SI , TRR: ali Appendix 4 TENDER FORM On the basis of Tender Notice, published on the public procurement portal and in Supplement to the Official Journal of the European Union, we hereby apply for the tender for the award of a public contract in accordance with the open public procedure for the exchange of the petroleum products and enclose the the documentation in accordance with the Instructions to Tenderers for the Preparation of Tenders. 1. SUBJECT MATTER OF THE PUBLIC PROCUREMENT The subject-matter of our offer is the exchange of and namely: lots of diesel fuel, - The purchase of diesel fuel, owned by the Contracting Authority, stored at the excise storage facility/tank farm Petrol, d.d., Ljubljana, Skladišče goriv Lendava, Trimlini 1h, 9220 Lendava and operated by the company Petrol, Slovenska energetska družba, d.d., Ljubljana, Dunajska cesta 50, 1000 Ljubljana - The sale of diesel fuel oil, delivered to the excise storage facility/tank farm at the location Petrol, d.d., Ljubljana, Skladišče goriv Lendava, Trimlini 1h, 9220at and operated by the company Petrol, Slovenska energetska družba, d.d., Ljubljana, Dunajska cesta 50, 1000 Ljubljana. The Tenderers offer the exchange in lots, whereby one lot means the delivery of app. 5,400 cbm of diesel fuel (new product) and the purchase of app. 9,600 cbm of diesel fuel (the old product). The highest possible number of lots amounts to five. 2. PRICE The price is fixed and shall not be subject to any changes. The Tender Price (the price offered by the Tenderer for the purchase of the Oil Product (heating oil) from the Contracting Authority) for the Oil Product owned by the Contracting Authority is EUR per litre at 15 ), (excluding the stockpiling fee, CO 2 tax, fee for ensuring savings, VAT and excise tax) hereinafter: the Purchase Price. The Tender Price of the Oil Product (diesel fuel) delivered by the Tenderer is EUR per litre at 15 C (excluding the stockpiling fee, CO 2 tax, fee for ensuring savings, VAT and excise tax) - hereinafter: the Selling Price. The price at which the Tenderer purchases the Oil Products that belong to ZRSBR reflects the market conditions. All the prices of the oil product supplied, i.e. delivered by the Tenderer shall include all and any costs (transport, harbour, forwarding charges...) related to the execution, i.e. fulfilment of the Tenderer's obligations arising from the Contract Agreement for the replacement of the Oil Products (Appendix 5). In the case of additional costs/taxes arising from and in connection with the purchase or the delivery of the Oil Product, such costs shall be settled by the Tenderer. 1 / 2

15 3. PAYMENT GUARANTEE: As for the financial security for the purchased oil product we will submit within fifteen days following the signing of the Contract i.e. at least three days prior to the take over/supply of oil product, the property of the Contracting Authority, one of the following guarantees: 1. the guarantee issued by an investment grade bank or insurance company in the aggregate value of the purchased oil product including VAT and other eventual taxes with the validity until the expiry of the deadline for the payment of the oil product extended by fifteen days 2. advance payment in the aggregate value of the purchased goods including VAT and all the other eventual taxes or 4.combination of the guarantee and advance payment. (please mark one of the options) 4. OTHER CONDITIONS: Other conditions are set in draft Contract Agreement (Appendix 5). 5. PERIOD OF VALIDITY OF TENDERS: Tenders shall remain valid until 20 July Done at.., on.. Signature of the person authorised to sign the Tender and the company seal: 2 / 2

16 Appendix 5 CONTRACTING AUTHORITY: Zavod Republike Slovenije za blagovne rezerve (Public Economic Institute of the Republic of Slovenia for Commodity Reserves) Dunajska cesta 106, 1000 LJUBLJANA, Represented by Mr. Anton Zakrajšek, Director, ID for VAT: SI (hereinafter referred to as: the Institute), of the one part, and CONTRACTOR: ID for VAT: (hereinafter referred to as: the Contractor), of the other part, acting on the basis of the decision taken by the Institute on the award of the public contract to the most successful Tenderer hereby conclude the following CONTRACT AGREEMENT FOR THE REPLACEMENT (EXCHANGE) OF THE OIL PRODUCTS No. I. SUBJECT-MATTER OF THE CONTRACT Article 1 The subject-matter of the Contract is the replacement (exchange) of the petroleum products to be carried out as specified below: 1. The Institute shall sell and deliver into the possession of the Contractor cbm of gasoline at the temperature of 15 C, the property of Institute, stocked at the location referred to in the first paragraph of Article 3 of this Contract. II. 2. The Contractor shall sell to and deliver into the possession of Institute (supply to the Institute) cbm of gasoline at temperature of 15 C to the storage facility/ tank farm referred to in the second paragraph of Article 3 of this Contract. QUALITY OF THE OIL PRODUCT Article 2 The Institute hereby warrants that quality of the oil product referred to in the first point of Article 1, is in conformity with Appendix 5A. In accordance with the second point of Article 1 the Contractor hereby undertakes to supply the oil product in compliance with Appendix 5B and the Rules on Implementing Excise Duty Act (Official Gazette of the Republic of Slovenia, No. 49/2004). The Institute hereby declares and the Contractor explicitly agrees that the quality of the oil product stipulated in the Contract and being the subject matter of the supply i.e. delivery to the Institute made by the Contractor (second point of Article 1 hereof), shall constitute the essential element of the Contract, as well as that it shall be deemed as a severe breach of this Contract, if the oil product supplied and delivered to the Institute should fall short of the requirements in terms of quality specified in the preceding paragraph of this Article. 1

17 Appendix 5 III. PLACE Article 3 The Institute will make the oil product referred to in the first point of Article 1 hereof available to the Contractor at the excise storage facility of the company Petrol, d.d., Ljubljana, Dunajska cesta 50, 1000 Ljubljana and stocked at the location Petrol, d.d., Ljubljana, Skladišče goriv Lendava, Trimlini 1h, 9220 Lendava, (when the Oil Product is transported by rail FCA (Incoterms 2010) and when the Oil Product is transported by tank-vehicle FCA (Incoterms 2010), whereas risk of loss passes when it is at the loading arm/manifold), without charging any and all loading costs to the Contractor. The Contractor will supply and deliver the oil product referred to in the second point of Article 1 of this Contract to the excise storage facility/tank farm operated by the company Petrol, d.d., Ljubljana, Dunajska cesta 50, 1000 Ljubljana, to the location Petrol, d.d., Ljubljana, Skladišče goriv Lendava, Trimlini 1h, 9220 Lendava, and specifically by applying the delivered duty paid clause (DDP - Incoterms 2010), without charging any and all unloading costs to the Contractor. IV. ACCEPTANCE THE OIL PRODUCT Article 4 Petroleum Product will be taken over/accepted on the basis of the calibrated and certified measuring equipment of the Storage Facility Operator. The Institute shall accept the quantities for each completed part of delivery for which the receipt of acceptance or other relevant document will be issued by the Storage Operator, proving that the quantity has been stored in the storage facility. In the case that in the course of the delivery any technical difficulties should arise in connection with the petroleum product or in relation to taking the petroleum product into the storage tanks, that is, should the measurements of the delivered petroleum product indicate material deviations, the Agency reserves the right in agreement with the contractor to suspend taking the petroleum product into the storage tanks with the aim to establish the reasons for such deviations and until the measuring instruments have been re-calibrated, if appropriate. The Contractor shall be obliged to notify the Institute in writing of the date(s) of the envisaged delivery of the Petroleum Product no less than 5 (five) business days prior to the intended delivery to the Storage Facility referred to in the second paragraph of Article 3 of this Contract, and the Contractor undertakes to inform the Institute also of the designated quantity of the Petroleum Product he intends to deliver. A representative of the Contractor may be present at the discharge of the Petroleum Product to the Storage Facility subject to a previous agreement being made with the Institute. The quality inspection of the Petroleum Product referred to in the second point of Article 1 conducted in the Storage Facility shall be conducted by an independent accredited laboratory designated by the Institute. The costs of the control service shall be borne by the Institute. The Contracting Parties hereby undertake to accept the findings with regard to the quality specified in the certificate to be issued by the accredited laboratory with respect to the quality of the delivered Petroleum Product as final. The Contracting Parties hereby expressly agree that in the case that the Storage Facility Operator makes a grounded request for another analysis of the samples and should the results of the repeated measurements deviate from the values stated in the certificate issued by the accredited laboratory referred to in the preceding paragraph of this Article, the results of the measurements to be made by a third independent accredited laboratory selected by the Institute upon the request made by the Storage Facility Operator, shall be acknowledged as the final measurement readings. If according to the readings obtained as described before the Petroleum Product is of the quality, which complies with the specified requirements laid 2

18 Appendix 5 down in Article 2 of this Contract, the Contracting Parties will consider the delivery of the Petroleum Product to be of appropriate/acceptable quality. The Contracting Parties hereby agree also that the Contractor may, in the case that the accredited laboratory referred to in the previous paragraph of this Article has established that the Petroleum Product is not of appropriate/acceptable quality, propose to have another analysis made (the super analysis). The Contracting Parties shall designate jointly the accredited laboratory to carry out another quality control. If the results of the super analysis (the values from the certificate must not exceed the values determined in the valid standard) demonstrate that the Petroleum Product is of appropriate/acceptable quality, the costs of the analysis shall be borne by the Institute, whereas the seller shall settle the costs in the case that the accredited laboratory selected by following the procedure described before shall establish that the quality of the dispatched/received Petroleum Product does not comply with the parameters specified in this Contract. If the measurements are performed once more on the basis of the grounded request made by the Storage Facility Operator and the results obtained show that the Petroleum Product does not comply with the requirements in terms of the quality specified in Article 2 of this Contract, the costs incurred by performing another round of measurements shall be borne by the Contractor. The Contracting Parties hereby agree that, in the case that the Contractor has delivered the Petroleum Product of quality that does not meet the agreed quality specified in Article 2 of this Contract, by taking into account also the provision laid down in the seventh paragraph of this Article, will deem it to constitute a serious breach of the Contract. Should that be the case, the Institute shall not be bound by the covenants of this Contract by virtue of a unilateral statement, and on the basis of the refusal to accept the delivered Petroleum Product hereby undertakes to remove the Petroleum Product at his cost without making any objection and shall be liable to payment of compensation to the Institute. If the Petroleum Product is not of adequate quality and deviates from the specified quality only in certain element(s), which could be improved by means of the processes for technological improvement in the Storage Facility so that the Petroleum Product obtains the adequate quality in conformity with the requirements specified in Article 2 of this Contract, the Contractor may propose to the Institute to carry out the improvement process at the seller s costs in the Storage Facility. The Institute may accept the proposal or he may turn it down without stating any reasons for doing so. The Contractor hereby waives any objection against the decision taken by the Institute, that is, the rejection of his proposal. V. DELIVERY OF THE PETROLEUM PRODUCT Article 5 The Contractor shall be obliged to notify the Institute in writing of the date(s) of the envisaged delivery of the Petroleum Product no less than 5 business days prior to the intended delivery from the Storage Facility referred to in the Article 3 of this Contract, and the Contractor undertakes to inform the Institute also of the quantity of the Petroleum Product he intends to take over. Petroleum Product will be delivered from the Storage Facility on the basis of the calibrated and certified measuring equipment of the Storage Facility Operator. The Institute shall deliver the quantities for each completed part of delivery for which the receipt of acceptance or other relevant document will be issued by the Storage Operator, proving that the quantity has been released from the storage facility. In the case that in the course of the delivery any technical difficulties should arise in connection with the petroleum product or in relation to delivery the petroleum product from the storage tanks, that is, should the measurements of the petroleum product indicate material deviations, the Agency reserves the right in agreement with the contractor to suspend taking the petroleum product into the 3

19 Appendix 5 storage tanks with the aim to establish the reasons for such deviations and until the measuring instruments have been re-calibrated, if appropriate. The Contractor may authorise an independent surveyor to carry out a quality and quantity check. In that case, costs of such checks shall be borne by the Contractor. The Contracting Parties hereby agree that in the case that the results of the measurements referred to in the previous paragraph would indicate that the Petroleum Product does not comply with the requirements in terms of quality, they will accept as undisputable the results of the measurements to be made by a third independent surveyor, that is, the accredited laboratory designated by both Contracting Parties. If the results of the repeated analysis (the values from the certificate must not exceed the values determined in the valid standard) demonstrate that the Petroleum Product is not of appropriate/acceptable quality, the costs of the analysis shall be borne by the Institute, whereas the Contractor shall bear these costs in the case that the designated accredited laboratory should establish that the Petroleum Product is of the quality specified in this Contract. If the Petroleum Product is not of appropriate/acceptable quality and deviates from the specified quality only in some element(s), which could be improved by means of the processes for technological improvement in the Storage Facility so that the Petroleum Product obtains the adequate quality in conformity with the requirements laid down in Article 2 of this Contract, the Institute shall be entitled to propose that the Contractor should perform the improvement procedure at the expense of the Institute in the Storage Facility. The Contractor may accept the proposal or he may turn down the proposal without stating any reason for doing so. The Institute hereby waives any objection against the decision taken by the Contractor, that is, the decision to turn down his proposal. The Contracting Parties hereby agree that in the case that Institute would release/deliver the Petroleum Product not being of the quality that complies with the quality specification referred to in Article 2 of this Contract, it shall be deemed that there has been a serious breach of the Contract. Should it be the case that the Petroleum Product has not been withdrawn from the Storage Facility on the grounds that its quality is not in conformity with the specification, the Contracting Parties will not be bound any longer by the provisions of the Contract by virtue of a unilateral statement made by the affected party. In the case that the Petroleum Product has not been withdrawn from the Storage Facility on the grounds that its quality is not in conformity with the specification, the Contract shall be terminated. Considering that the Contractor is entitled to run the checks of the quality and the quantity of the Petroleum Product released from the Storage Facility during the entire period of the release of the Petroleum Product, the Contractor may at his own expenses return the Petroleum Product referred to in the first paragraph of Article 3 of this Contract to the Storage Facility. The Contractor hereby declares that the tank trucks/rail wagons into which the Petroleum Product will be discharged have been checked and that they are clean. The Storage Facility Operator shall be entitled to draw samples of the Petroleum Product while in the fuel tank and/or when the Petroleum Product is on a tank truck/rail wagon. Article 6 The Contracting Parties hereby agree that in the event that the Contractor should deliver the oil product of the quality that is not in conformity with the agreed quality referred to in the Article 2 of this Contract, it shall constitute a serious breach of the Contract. Should that be the case, the Institute shall be entitled to: - demand from the Contractor to dispose of, i.e. remove the oil product of inadequate quality and to supply the oil product quality in accordance with to the Contract by the deadline determined by the Institute; - cash the financial guarantees referred to in Article 9 of this Contract; 4

20 Appendix 5 - terminate the Contract and purchase the same kind of the oil product in the same quantity on the basis of the cover purchase and - to demand compensation of loss incurred by the seller s defaulting on his obligations under this Contract. The entitlements realised as set forth the preceding paragraph must not exceed the actual damage incurred to the Institute. Article 7 The Contracting Parties hereby agree that when the oil product is released from the stock the maximum tolerance is 1 per cent minus or plus. The supply of the Oil Product shall be accepted also in the event that the Contractor has delivered the agreed quantity of the Oil Product as laid down in Article 1 of this Contract being 1 per cent minus than the agreed quantity. The Contracting Parties hereby agree Should it be the case that the quantity delivered is lower (up to 1 per cent) that the quantity specified in Article 1 of this Contract, the Contractor shall not be entitled to claim any payment for the Oil Product under the Contract for the missing quantity of the Oil Product and hereby expressly waives all claims on payments for the undelivered quantity of the Oil Product. V. TIME SCHEDULE Article 8 The Contractor may commence the take over of the oil product referred to in first point of Article 1 of this Contract on 3 August 2015, or on 23 Jul 2015 should all the conditions be fulfilled. The Contractor hereby undertakes to take over the entire quantity of the oil product not later than on 31 December The Contractor hereby undertakes in accordance with this Contract to supply and deliver the oil product referred to in second point of Article 1 not later than on 29 February The Contractor may commence with the filling on and including 1 January The Contractor will adjust well in advance the time frame for the release and the supply of the oil product with the operator of the discharge/supply point. In the event of delay, the Contractor hereby undertakes to cover to the Institute on first call and unconditionally all costs and losses suffered by the Institute due to the Contractor s delay. VI. FINANCIAL GUARANTEE Article 9 The Contractor hereby undertakes to submit to the Institute within fifteen days following the signing of this Contract i.e. at least three days prior to the take over of oil product the performance security in the amount of 100,000 EUR in the form of: - four signed blank bills of exchange complete with the statement/endorsement and the unconditional order for the payment of the amount due from the bill of exchange relating to the performance of all obligations arising from the Contract. Should the contractor fail to honour his obligations, he is obliged to reimburse all loss/damage and expense caused to the Institute. Any compensatory purchase of the petroleum product shall be arranged on the basis of the compensatory purchase principle (making the purchase on market terms). In the event that the Institute would be forced to cash in one or more bills of exchange, he may demand that the contractor submit new blank bills of exchange complete with the statement/endorsement and the unconditional order for the payment of the amount due from the bill of exchange. The contractor is obliged to submit the blank bills of exchange in the number requested on first demand made in writing by the Institute. The Institute shall be entitled to exercise this right until the termination of the Contract; or 5