01. Instructions to Bidders

8/11/2019 01. Instructions to Bidders

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INSTRUCTION TO BIDDERS

Contractor Job No. : 12170D

JJaazzaann RReef f iinneer r yy && TTeer r mmiinnaall PPr r oo j jeecctt CCoonnttr r aacctt NNoo.. 66660000002299557700 ((OOOOKK)) // 66660000002299557711 ((IIKK)) Rev. No. : A ISSUE Date: 30 Nov. 12

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TABLE OF CONTENTS

1. GENERAL

2. SUBMISSION OF QUOTATION

3. CONTENTS OF BIDDER’S QUOTATION

4. CURRENCY

5. REQUIREMENT FOR SAUDI ARABIAN STANDARDS ORGANIZATION ICCP

CERTIFICATION

6. SPARE PARTS

7. SPECIAL TOOLS

8. BIDDER’S EXPATRIATE TO JOB SITE

9. TRAINING

10. DEVIATIONS FROM PURCHASER’S REQUISITION

11. EVALUATION OF QUOTATION

12. PLEDGE OF MANAGEMENT OF ETHICS

ATTACHMENT #1 Bid Acknowledgement

ATTACHMENT #2 Confidentiality Agreement

ATTACHMENT #3 Commercial Data Sheet

ATTACHMENT #4 Deviation List

ATTACHMENT #5 Pledge of Management of Ethics






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1. GENERAL

a) Saudi Aramco in compliance with a government directive is implementing the Jazan

Refinery and Marine Terminal Project which intends to build a 400 MDB grassroots and

hydrocarbon terminal facilities as part of the overall Jazan Economic City (JEC)

development, located in Jazan Province a South-Western region of Saudi Arabia limiting

with the Red Sea coast.

The scope of work of the EPC 09 Crude Unit, Flare Area and Main Pipe Rack Package of

the Refinery and Marine Terminal Jazan Project is to design, build, support commissioning

and support the start op of the Crude Unit, flare Area and Main Pipe Rack facilities.

b) SK Engineering & Construction Co., Ltd., a company of the Republic of Korea (hereinafter

called the "Purchaser") will do and provide all things necessary to design and procure all

equipment, materials and/or services (hereinafter called the "Goods"), and to construct the

Job Site in accordance with the Contract made between Owner and Purchaser.

c) The purpose of this REQUEST FOR QUOTATION (hereinafter called the "RFQ") is to

solicit quotations for the supply of Goods specified in the REQUISITION FOR

QUOTATION (TECHNICAL) attached hereto. And, this INSTRUCTIONS TO

BIDDERS states the conditions and procedure which are to be followed during the

preparation and submittal of the quotations for the supply of Goods.

d) Whenever the word, Bidder, is used herein, it shall mean the firm, corporation or company

who will submit quotations for furnishing Goods under this RFQ.

e) Within three (3) calendar days after receipt of this RFQ, Bidder shall confirm by E-mail or

facsimile its Intent of quotation for Purchaser's RFQ in the Bid Acknowledgement and

Confidentiality Agreement (Attachment #1 & #2).

f) If Bidder declines to submit its quotation, RFQ and all other relevant documents shall be

returned to Purchaser.

g) In case the bulk materials are the Goods under this RFQ, Purchaser's intention of this RFQ






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is that ：

- Purchaser will conclude a long term agreement up to Nov. 30, 2015 with the successful

Bidder for the purchasing of additional quantities of Goods under the unit prices,

delivery conditions and other terms and conditions applied for purchase order for the

Goods under this RFQ.

- Once Purchaser concludes a long term agreement for purchasing and supply of additional

Goods with the successful Bidder, Purchaser will place the purchase order of Goods to

the successful Bidder under said unit prices, delivery conditions and other terms and

conditions.

- Supplemental purchase orders for the additional quantities of Goods will be placed to the

successful Bidder successively at certain times.

h) This RFQ consists of the following documents;

- INSTRUCTIONS TO BIDDERS

- TERMS AND CONDITIONS OF PURCHASE

- SHIPPING AND PACKING INSTRUCTIONS TO VENDOR

- GENERAL CONDITIONS FOR VENDOR'S SUPERVISION SERVICE (IF

NECESSARY)

- MATERIAL REQUISITION (TECHNICAL)

If Bidder found any inconsistency, conflict or error in the provisions and specifications of

the Requisition and its attached documents, Bidder shall inform it to Purchaser for

clarification.

If this RFQ becomes a purchase order, the Requisition and its attached documents will form

a part of the purchase order to the successful Bidder.

If said long term agreement becomes effective, the Requisition and its attached documents

will form a part of the agreement. Bidder is, therefore, requested to quote the unit prices of






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Goods applicable for any additional quantities of Goods to be purchased until Nov. 30, 2015.

2. SUBMISSION OF QUOTATION

a) Base Quotation

Bidder’s base quotation shall conform in all respects with the applicable specification,

datasheets, drawings, requisitions, terms and conditions of purchase and other

requirements of Purchaser in order to be considered responsive.

Bidder ’s quotation may be subject to rejection unless it specifically includes the following

statement ;

"WE CERTIFY THAT OUR QUOTATION COMPLIES WITH ALL RFQ

DOCUMENTS AND SPECIFICATIONS."

b) Alternative Quotation

Bidder may quote alternative quotation, in addition to Bidder’s base quotation, provided that

Bidder submit deviation list clearly showing differences from the applicable specifications,

data sheets, drawings, requisitions, terms and conditions of purchase and other requirements

of RFQ.

The deviation list of Bidder’s alternative quotation shall be prepared and submitted in

accordance with the provisions in paragraph 9 of this INSTRUCTIONS TO BIDDERS and

conforming with the form of deviation list attached hereto.

Alternative quotation without deviation list will be rejected.

Alternative quotation without a base quotation will be rejected.

c) E-Bidding TOMMS System or Sealed Bid

Bidder’s quotation where the bid amount is more than ten thousand (10,000) U.S. Dollars






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must be submitted E-Bidding TOMMS System or submit with two envelopes, "priced" and

"un-priced", and must be sealed. The following words must appear in the lower left hand

corner of the envelope for the priced quotation.

PRICED QUOTATION - CONFIDENTIAL - DO NOT OPEN

Project Title : Jazan Refinery and Terminal Project (PKG #9)

SKEC Job. No. : 12170D

RFQ No. :

BID Due Date :

Bidder Name :

The following words must appear in the lower left corner of the envelope for the unpriced

quotation.

UNPRICED QUOTATION

Project Title : Jazan Refinery and Terminal Project (PKG #9)SKEC Job. No. : 12170D

RFQ No. :

BID Due Date :

Bidder Name :

BID Due Date :

Bidder Name :

The priced quotation and un-priced quotation shall be delivered to the following attention

and address by a service courier such as DHL or hand-carried not later than the bid due date

specified in the RFQ.

SK Engineering & Construction Co., Ltd.

SK G. PLANT, 100 EULJIRO, JUNG-GU, SEOUL, 100-847, KOREA

ATTN : Mr. D. H Oh / Team Manager, Plant Procurement Team

TEL No. : (82-2) 3700-8254

FAX No. : (82-2) 3700-8580

E mail : [email protected]






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d) Bid Due Date

The quotation must reach SK Engineering & Construction Co., Ltd. in Korea by a service

courier such as DHL or by hand-carried not later than the bid due date specified in RFQ.

Purchaser may reject the quotation received after the bid due date.

e) Number of Copies of Quotation

- One (1) set of original priced quotation with full set of technical documents.

- Three (3) sets of un-priced quotation with full set of technical documents

- Electronic File (File) (Please make copies the same as original, but do not show any cost.)

f) Pricing

The quoted price shall be firm and not subject to any adjustment on account of price

escalation. The quotation of per diem rate(s) for supervision service shall also be firm unitrate(s) without any escalation clause. Purchaser will not accept any provision for price

escalation.

Bidder shall also quote for change order rates in the event of a change to the scope of supply.

g) Cost and Expense

The cost of export taxes, fees or charges, if any, levied on exporting Goods in the country of

origin shall be borne by Bidder and included in quoted price.

All taxes and duties levied in Bidder’s and/or their subcontractor's country shall also be borne

by Bidder and included in quoted price.

The cost of any inspection including code inspection such as statutory inspection,

governmental regulation and non-code inspection required in the applicable specifications,

drawings, requisitions and other requirements of Purchaser shall be borne by Bidder and

included in the quoted price.






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Bidder shall bear all costs and expenses incurred in preparing the quotation.

h) Delivery Terms

1) Saudi Bidder’s delivery terms and price to be quoted;

- On the basis of FREE ON-TRUCK (FOT) without unloading at Purchaser's Work

Site in Jazan Work Site, Saudi Arabia

2) Other Country Bidder’s delivery terms and price to be quoted;

- On the basis of FOB at a named port of shipment referred to "INCOTERMS 2000".

i) Validity of Quotation

Bidder’s quotation shall be valid for a minimum of 90 days from the bid due date exceptoperation spare parts and per diem rate(s) of Bidder’s expatriate(s).

The validity of the quotation of the operation spare parts, shall be until Nov. 30, 2015 from

the bid due date. In case of the operation spare parts, Require Vendors to identify any

equipment or components for which Vendor plans to discontinue manufacturing or supplying

spare parts within the next ten (10) years in their quotations.

j) Language

English shall be used for the quotation and all other related documents.

k) Confidential Data and Information

In view of the proprietary and confidential nature of the process of Plant, Bidder shall keep

all information of Plant obtained from Purchaser confidential and shall not reveal to the

public or third party without prior written consent of Purchaser.

This confidentiality agreement (attachment #2) shall be applied to Bidder’s related parties






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and/or persons such as sub-contractor, employees and others.

l) Bidder’s Agent

Bidder may quote in the name of their collaborated agent and/or agency, when Bidder has to

do so in view of its normal business nature.

In this case, Bidder shall submit a copy of the agent agreement and/or agency agreement

between Bidder and the agent or the agency, which is valid before receipt of this RFQ till

the time when Bidder will complete the whole performances and responsibilities requested

under the Purchaser's Purchaser order.

m) Disqualification from Bid Evaluation

Bidder might be disqualified prior to the bid evaluation in the following cases and would be

excluded from the evaluation:

1) Bidder’s quotation received after bid due date.

2) Bidder’s quotation offered with their own commercial conditions deviating from

Purchaser's TERMS AND CONDITIONS OF PURCHASE attached this RFQ.

3) Bidder’s quotation offered with significant deviations from any provisions stipulated in

the relevant applicable documents.

4) Bidder’s quotation offered with any provision for price escalation.

5) Bidder’s quotation which is not complied with the instructions for Spare Parts.

n) Clarification

Any questions that may arise regarding this RFQ shall be submitted for clarification by fax or

emails to Purchaser in the following address not later than one (1) week before the bid due

date.

After submission of quotation, Purchaser may request Bidder to come to Purchaser for the

clarification.

In such case, Bidder shall agree to send the personnel(s) to Purchaser at Bidder’s account.






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All correspondence for clarification to Purchaser shall be made to the following;

SK Engineering & Construction Co., Ltd.

ATTN : Mr. Peter Lee / Procurement Engineer, Buyer

TEL No. : (82-2) 3700-7557

FAX No. : (82-2) 3700-8580

E mail : [email protected]

3. CONTENTS OF BIDDER’S QUOATION

Bidder’s quotation shall indicate and include the following:

a) Project Title, Job Number and RFQ Number

Bidder shall clearly indicate Project Title, SKEC's Job. No. and RFQ No. on

Bidder’s quotation and all other documents, drawings and data sheets submitted with the

quotation.

b) Unit Price and Total Price

Bidder shall indicate the firm quoted price of Goods including commissioning & start-up

spare parts, special tools and documentation charge.

Bidder shall indicate the unit price and the total price of operation spare parts, if so

requested in the Material Requisition of this RFQ.

c) Delivery Time

Bidder shall indicate Bidder’s shortest delivery time of Goods which Bidder shall guarantee.

d) Delivery Terms






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Bidder shall indicate the delivery terms in Bidder’s quotation as mentioned in paragraph of

2.h) of this INSTRUCTIONS TO BIDDERS.

e) Delivery Place

Purchaser will nominate a shipping forwarder(s) for the shipment of Goods and will have

the shipping forwarder arrange and make the booking of ocean going vessel or air flight for

Goods for the transportation of Goods to Jazan Province a South-Western Saudi Arabia.

Bidder shall indicate the name of FOB delivery place in Bidder’s quotation.

f) Payment Terms

In general, payment will be made as following manners, but alternative stage payments could

be proposed, negotiated and modulated. Payment will be made by a Telegraphic Transfer(T/T) within forty five (45) days upon receipt of correct invoice as stated below :

- Engineered Equipment :

(1) 10 % of the Contract value is to be paid by TT against below documents.- Commercial Invoice

- Advanced Payment bond (according to Article 6.1 under below)- Performance Bond (according to Article 6.2 under below)

(2) 10 % of the Contract value is to be paid by TT against below documents. - Commercial Invoice

- SKEC’s acceptance certificate for NMR 601 including ITP(Inspection and Test Plan)

and WPS/PQR - (Refer to Material Requisition) - Refund (Progress payment) Bond (according to Article 6.3 under below)

(3) 20 % of the Contract value is to be paid by TT after delivery (shipment) against belowdocuments.- Commercial Invoice

- SKEC’s acceptance certificate for NMR 602 (Refer to Material Requisition)

- Major material receipt certificate (or evidence) and release of complete engineering






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documents for fabrication, including WPS/PQR confirmed by SKEC’s representativeinspector

- Refund (Progress payment) Bond (according to Article 6.3 under below)

(4) 40 % of the Contract value is to be paid by TT against below documents.

- Commercial Invoice

- Bill of Lading

- Packing List - Certificate of Origin

- Inspection Release Note with inspection report issued by SKEC

- Warranty Bond (according to Article 6.4 under below)


- SKEC’s acceptance certificate of spare part ( Operation spare parts and Capital s pare parts)


- SKEC’s acceptance certificate for NMR 603 (Refer to Material Requisition)

- Bulk Materials :

(1) Ninety (90%) of the contract amount allocated to each separable item(s) against

following documents ;

- Commercial Invoice

- Packing List

- Bill of Lading ( In case of IK contract, Site receipt certificate is required)

- Certificate of Origin (if required)

- Inspection Release Notice including Test Report by Purchaser ’s Inspector

(3) Ten percent (10%) of the contract amount for submittal and acceptance, by

Purchaser, of Final Document and the complete spare parts data package as

required in the Contract.

g) Guarantee

Bidder shall indicate its best guarantee conditions. In case the guarantee item(s) with






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guarantee figure(s) which shall be guaranteed by Bidder are specified in the Requisition of

this RFQ, Bidder shall confirm the guarantee and show the guarantee procedure and

guarantee conditions in Bidder’s base quotation.

In case the guarantee item(s) which shall be guaranteed by Bidder is specified without

guarantee figure(s) in the Requisition of this RFQ, Bidder shall offer Bidder’s best

guarantee figure(s) and show the guarantee figure(s) with guarantee procedure and

guarantee conditions in Bidder’s base quotation.

h) Priced Commissioning and Start-up Spare Parts List

Bidder shall submit the priced commissioning and start-up spare parts list in accordance

with the provisions in paragraph 5 of this INSTRUCTIONS TO BIDDERS, if so requested

in the Requisition of this RFQ.

i) Special Tools List

Bidder shall submit the special tools list in accordance with the provisions in paragraph 6 of

this INSTRUCTION TO BIDDERS, if so requested in the Requisition of this RFQ.

j) Per Diem Rate(s)

Bidder shall indicate the per diem rate(s) of Bidder’s expatriates to Job Site in accordance

with the provisions in paragraph 7 of this INSTRUCTIONS TO BIDDERS, if so requested

in the Requisition of this RFQ.

k) Estimated Period of Bidder’s Expatriate

Bidder shall indicate Bidder’s estimated period of the stay of Bidder’s expatriate personnel

in Job site in accordance with the provisions in paragraph 7.d) of this INSTRUCTIONS TO

BIDDERS, if Bidder quotes the per diem rate(s) of Bidder’s expatriate(s).

l) Shipping Weight and Cubic Measurement






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Bidder shall submit such shipping information as shipping weight, cubic measurement and

dimension as per Commercial Data Sheet attached hereto.

1) Training for Owner's Trainee

Bidder shall submit Bidder’s training proposal for Owner's trainee in accordance with

the provisions in paragraph 8 of this INSTRUCTIONS TO BIDDERS, if so requested in

the Requisition of this RFQ.

n) Quotation for Operation Spare Parts

Bidder shall submit the quotation for 2 year operation spare parts in accordance with the

provisions in paragraph 5 of this INSTRUCTIONS TO BIDDERS, if so requested in the

Requisition of this RFQ.

o) QA/QC Documents

Following documents shall be included in Bidder’s quotation, but not limited to;

1) Quality assurance program which satisfies the requirements of an internationally

recognized quality assurance standard that fulfills the requirements of the ISO-9000

series.

2) Status of Certificate

3) Quality assurance group organization.

4. CURRENCY

Bidder shall quote in United States Dollar or the currency of the Bidder’s country

5. REQUIREMENT FOR SAUDI ARABIAN STANDARDS ORGANIZATION ICCP

CERTIFICATION






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For any material that a Bidder proposes to import and that requires certification under present Saudi

Arabian Standards Organization (SASO) International Conformity Certification Program (ICCP)

regulations, a certificate of conformity will be required for submittal to the Saudi Arab Customs

authorities to allow clearance of the goods.

Questions regarding exact standards and procedures for ICCP certification should be directed to the

SASO appointed Program Manager:

SASO Program Manager (ICCP)

P.O. Box 3437

Riyadh 11471, Kingdom of Saudi Arabia

Tel. No. (966) (1) 452 0101

Fax. No. (966) (1) 456 9977

For a complete list of all other regional offices and contacts, go to www.iccp.com.

6. SPARE PARTS

a) There are two (2) categories of spare parts as follows;

(1) Commissioning and start-up spare parts required for assembling and installation of

Goods at Job site up to the mechanical completion of Goods and for commissioning and

initial start-up of Goods.

(2) Operation spare parts required for the period of two (2) year operation after initial start-

up of Goods.

b) In case the commissioning and start-up spare parts are requested to be supplied in the scope of

supply in the Requisition of this RFQ, Bidder shall clearly indicate the name and required

quantities of the commissioning and start-up spare parts in accordance with the Requisition.

Bidder’s quotation for the commissioning and start-up spare parts shall be included in its

quotation for the parent equipment and the cost of the commissioning and start-up spare parts

shall be included in Bidder’s total deliver ed price in the Commercial Data Sheet attached

hereto (Attachment #3). In case the name and required quantities of the commissioning and

start-up spare parts are shown in the Requisition of this RFQ, Bidder shall supply the

http://www.iccp.com/









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commissioning and start-up spare parts specified as minimum requirements. The

commissioning and start-up spare parts quoted by Bidder shall be delivered with the parent

equipment.

c) In case the operation spare parts are requested to be supplied in the scope of supply in the

Requisition of this RFQ, Bidder shall clearly indicate and mention the name, recommendable

quantities and specifications of Bidder’s recommendable 2 year operation spare parts in SPIR

attached to the Requisition.

In case the name and required quantities of the operation spare parts are specified in the

Requisition of this RFQ, Bidder shall quote the operation spare parts specified as minimum

requirements.

7. SPECIAL TOOLS

a) Special tools are the special tools, jigs, templates and special implements required forinstallation and maintenance of Goods at Job site in Saudi Arabia, other than ordinary and/or

standard type of tools and implements.

b) In case special tools are requested to be supplied in the scope of supply in the Requisition of

the is RFQ, Bidder shall clearly indicate the name, specification and required quantities of

the special tools in the Special Tool List attached to the Requisition and Bidder shall include

the cost of the special tools in Bidder’s total delivered price in the Commercial Data Sheet.

c) The special tools quoted by Bidder shall be delivered with the parent equipment.

8. BIDDER’S EXPATRIATE TO JOB SITE

a) In case the supervision for site assembling and installation, supervision for commissioning

and/ or start-up of Goods are requested in the scope of work in the Requisition of this RFQ,

or in case that Bidder recommends that Bidder shall dispatch qualified and skillful supervisor(s)

and/or technical specialist(s) to Job Site in Saudi Arabia for the assembling, installation,

commissioning and/or start-up of Goods, Bidder shall quote per diem rate(s) under the

GENERAL CONDITIONS for VENDOR'S SUPERVISION SERVICE attached to this RFQ .






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b) Bidder may quote the per diem rate(s) with different per diem rate for the different type of

occupation in the supervision.

c) The quoted per diem rate(s) shall be valid until Nov. 30, 2015. Any provision for the

adjustment or escalation of the per diem rate(s) shall not be allowed.

d) In case that Bidder quotes the per diem rate, Bidder shall indicate Bidder’s estimated period of

stay of Bidder’s expatriate personnel in Job site for the supervision with the specialty,

occupation and number of expatriate personnel which Bidder recommend.

9. TRAINING

a) In case the training is requested in the scope of work in the Requisition of this RFQ, or in case

that Bidder recommends that the Bidder shall perform training of Owner's operation

personnel or maintenance personnel, Bidder shall quote the Bidder’s training fee separatelyfrom the price of Goods.

b) In case Bidder quotes the training fee, Bidder shall submit the following provisions and

information to Purchaser :

1) Recommendable number of Owner's trainee with the specialty and occupation to be

grounded by the Owner's trainee.

2) Recommendable period of the training

3) Training program conducted by Bidder

4) Location and facilities for the training

5) Terms and Conditions of Bidder’s training.

c) In case any provision and/or requirement of training is specified in the Requisition of this

RFQ, Bidder shall consider the provision and requirement as minimum requirements.

10. DEVIATIONS FROM PURCHASER’S REQUISITION






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a) In case Bidder quotes alternative quotation, Bidder shall submit the deviation list conforming

with the form of deviation list attached to the Requisition. (Attachment #4)

b) Bidder shall mention and indicate clearly the following in the deviation list.

1) Purchaser's document title and paragraph No. to be referred to for Bidder’s deviation.

2) Specification and/or provisions in Purchaser's Requisition and its attached documents.

3) Specification and/or provisions of Bidder’s deviation which Bidder offer to deviate

from Purchaser's Requisition and its attached documents.

4) Reason and/or purpose of deviation.

5) Price impact, i.e. decrease or increase in price from the quoted price of Bidder’s base

quotation.

6) Delivery time impact, i.e. shortening of time of delivery due to deviations.

The above contents and price/delivery time impact shall be indicated for each item of

the deviation.

11. EVALUATION OF QUOATAION

In addition to the quoted price, the following elements and conditions will be considered in the

evaluation of competitive quotations.

a) Delivery time

b) Technical quality

c) Experience in manufacturing same or similar Goods

d) Guarantee conditions

e) Cost and availability of spare parts

f) Quality and completeness of the SPIR forms






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g) Per diem rate(s) of Bidder’s expatriate personnel, if applied.

h) Reliability for the execution of contract

i) Quality Assurance

j) Capability for service in Saudi Arabia or close proximity

12. PLEDGE OF MANAGEMENT OF ETHICS

a) As a part of Bidder’s quotation, Bidder shall submit the Pledge of Management of Ethics

attached hereto (Attachment #5) dully signed by an authorized representative of the Bidder.

b) Subject to Bidder’s quotation being submitted in the name of or, supported by Bidder’s

agent or agency, Bidder shall submit two Pledge of Management of Ethics, the one signed

by the authorized representative of Bidder and the other signed by the authorizedrepresentative of its agent or the agency.

c) Should the Bidder and/or its agent and/or its agency violate in any way whatsoever the

aforementioned Pledge, the Purchaser reserves the right to nullify any previously issued

instruction to proceed with the supply of the Goods and/or to nullify any agreement made

between the Bidder and/or its agent and/or its agency, with immediate effect and shall

further, cancel and remove the Bidder from the Purchaser’s List of Approved Vendors

[ End of Contents ]



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Attachment #1

BID ACKNOWLEDGEMENT

TO : SK Engineering & Construction Co., Ltd TEL NO. : 82-2-3700-8254

FAX NO. : 82-2-3700-8580

ATTN : MR. D. H OH / TEAM MANAGER, PLANT PROC. TEAM

(E-mail to [email protected] or to Buyer)

PROJECT : Jazan Refinery and Terminal Project (PKG 9)

SKEC JOB NO. : 12170D

REQUEST FOR QUOTATION IDENTIFIED AS FOLLOWS :

RFQ NO. : BID DUE DATE :

DESCRIPTION :

PLEASE COMPLETE BELOW AND RETURN THIS FORM WITHIN 48 HOURS OF RECEIPT OF THE RFQ.

GENTLEMEN

WE WILL PREPARE AND SUBMIT A BID RESPONSE ON OR BEFORE THE BID

DUE DATE.

WE ARE UNABLE TO BID BECAUSE :

OTHER :

COMPANY

BY

TITLE

TEL NO.

FAX NO.

mailto:[email protected]





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Attachment #2

CONFIDENTIALITY AGREEMENT

THIS AGREEMENT is entered into this _______day of ______________, by and between:

SK Engineering and Construction Co., Ltd., having offices at Seoul, Korea (hereinafter referred to as

the "Purchaser"), and

[Bidder’s Name and Address] (Hereinafter referred to as the "Contractor").

Purchaser and Contractor are sometimes referred to herein individually as a "Party" and collectively

as the "Parties".

1. In order to permit the Contractor to prepare and submit a proposal to the Purchaser for a certain

portion of the Engineering, Procurement, Construction (EPC) Contract for the Jazan Refinery and

Terminal Project (PKG 9) in Kingdom of Saudi Arabia (hereinafter referred to as the "Project"), the

Purchaser is willing, in accordance with the terms and conditions of this Agreement, to disclose to

the Contractor certain confidential information, relating to the Project which includes, but is not

necessarily limited to, drawings, data maps, models and interpretations and may also include

commercial, contractual and financial information (hereinafter referred to as the "Confidential

Information").

2. In consideration of the disclosure referred to in Paragraph 1 hereof, the Contractor agrees that the

Confidential Information (as well as the existence and terms of this Agreement and the fact that any

discussions of the Project are taking place between the Purchaser and the Contractor) shall be kept

strictly confidential and shall not be sold, traded, published or otherwise disclosed to anyone in any

manner whatsoever, including by means of photocopy, reproduction or electronically, without the

Purchaser's prior written consent, except as provided in Paragraphs 3, 4 and 5 below. The granting of

such consent, shall, unless expressly otherwise provided for in this Agreement, be at the sole

discretion of the Purchaser.

3. The Contractor may disclose the Confidential Information without the Purchaser's prior written

consent only to the extent such information:

(a) can be demonstrated to be already known to the Contractor as of the date of disclosure

hereunder;

(b) is already in possession of the public or becomes available to the public other than through

the act or omission of the Contractor;

(c) is required to be disclosed under applicable law or by a governmental order, decree,regulation or rule (provided that the Contractor shall give written notice to the Purchaser



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prior to such disclosure and shall furnish or cause to be furnished only that portion of the

Confidential Information which is legally required and shall exercise its best efforts to obtain

reliable assurances that confidential treatment is accorded the Confidential Information so

furnished); or

(d) is acquired independently from a third party that has the right to disseminate such

information at the time it is acquired by the Contractor.

4. The Contractor may disclose the Confidential Information without the Purchaser's prior written

consent to an affiliated company (as hereinafter defined), provided that the Contractor guarantees the

adherence

of such affiliated company to the terms of this Agreement. "Affiliated Company" shall mean any

company or legal entity which:

(a) controls either directly or indirectly the Contractor, or

(b) is controlled directly or indirectly by the Contractor, or

(c) is directly or indirectly controlled by a company or entity which directly or indirectly

controls the Contractor.

"Control" means the right to exercise fifty percent (50%) of the voting rights in the appointment of

the directors or similar representatives of such company or entity.

5. The Contractor shall be entitled to disclose the Confidential Information without the Purchaser's

prior written consent to such of the following persons who have a clear need to know in order to

prepare a proposal for the Project:

(a) employees, officers and directors of the Contractor; or

(b) employees, officers and directors of an Affiliated Company.

6. The Contractor and its Affiliated Company, if any, shall only use or permit the use of the

Confidential Information disclosed under this Agreement to prepare its proposal for the Project..

7. The Contractor shall be responsible for ensuring that all persons to whom the Confidential

Information is disclosed under this Agreement shall keep such information confidential and shall not

disclose or divulge the same to any unauthorized person. The Contractor agrees to indemnify and

hold harmless the Purchaser, its officers, employees and shareholders from all claims, liabilities,

losses, damages and causes of action arising out of the unauthorized disclosure by the Contractor or

by any of the persons to whom the Confidential Information has been disclosed hereunder.



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8. The Confidential Information shall remain the property of the Purchaser and the Purchaser may

demand the return at any time upon giving written notice to the Contractor. Within thirty (30) days of

receipt of such notice, the Contractor shall return all of the original Confidential Information and

shall destroy or cause to be destroyed all copies and reproductions in whatever form, (including but

not limited to electronic data) in its possession or in the possession of persons to whom it wasdisclosed pursuant to this Agreement. The confidentiality obligations set forth in this Agreement

shall terminate on the date of (i) five years after the date of this Agreement This Agreement shall not

oblige the Purchaser to award or conclude any contract with regard to the Contractor’s proposal for

the Project.

9. The Purchaser makes no representations or warranties, express or implied, as to the quality, accuracy

and completeness of the Confidential Information disclosed hereunder, and the Contractor expressly

acknowledges the inherent risk of error in the acquisition, processing and interpretation of the

Confidential Information. The Purchaser, its Affiliated companies, their officers, directors and

employees shall have no liability whatsoever with respect to the use of or reliance upon the

Confidential Information by the Contractor

10. (a)This Agreement shall be governed by and interpreted in accordance with the law of England.

(b)Any disputes, controversy or claim arising out of or relating to this Agreement, or the breach,

termination or invalidity thereof, unless amicably settled between the Parties, shall be settled finally

by arbitration in accordance with the Rules of Arbitration of the International Chamber of Commerce.

The arbitration shall be held in London, United Kingdom, in the English language.

Contractor agrees that the Purchaser could be irreparably injured by a breach of this Agreement by

the Contractor and that the Purchaser shall be entitled to equitable relief, including injunctive relief

and/or specific performance, in the event of any breach of the provisions hereof and that any

application by the Purchaser for such relief shall not be deemed incompatible with, or a waiver of,

this arbitration agreement. If such equitable relief is granted such remedy or remedies shall not be

deemed to be the exclusive remedy or remedies for a breach of this Agreement by the Contractor but

shall be in addition to all other remedies available at law or equity.

11. The Contractor shall not assign its rights and obligations under this Agreement without the prior

written consent of the Purchaser. Any attempted assignment without prior written consent shall be

null and void.

12. No amendments, changes or modifications to this Agreement shall be valid except if the same are in

writing and signed by a duly authorized representative of each of the Parties hereto.



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13. This Agreement comprises the full and complete agreement of the Parties hereto with respect to the

disclosure of the Confidential Information and supersedes and cancels all prior communications,

understandings and agreements between the Parties hereto with respect thereto, whether written or

oral, expressed or implied.

IN WITNESS WHEREOF, the Parties have caused this Agreement to be signed by their duly authorized

representatives on the date first written above.

For and On Behalf of

SK Engineering and Construction Co., Ltd.

(Purchaser) By: _________ Title: ____________________

ACCEPTED AND AGREED TO

For an On Behalf of

(Bidder’s Name) By: ___________ Title: ____________________



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Attachment #3

COMMERCIAL DATA SHEET

RFQ No.

Bidder’s Name

Please complete, sign and return this, with your quotation attached separate sheet for additional information,if required.

1. Quotation No. Dated2. Quotation Validity : 90 days after quotation date Yes, No.3. Delivery Terms : FOB (Per Incoterms 2000)4. Terms of Payment : According to Terms & Conditions of Purchase Yes, No.5. Location of Manufacturing Shop :

6. Est. Ship. Weight (Ea. Item) : Kg, Total KG7. Overall Dimension : (L x W x D)8. Schedule (Weeks/Months after receipt of P/O or L/I whichever issued earlier)

A. Preliminary/Critical Drawings : Wks. ARO (List all drawings)B. Certified Drawing : Wks. ARO/ARADC. Major Matl. Received : Wks. ARO (List all drawings)D. Start Mfg./Fab. : Wks. ARO/ARADE. Start Assembly : Wks. ARO/ARADF. Final Inspection and Testing : Wks. ARO/ARADG. Delivery date : Mon. ARO or L/I

9. "Terms and Conditions of Purchase" (attached) are accepted.Yes, No. (State all exception separately)

10. Full compliance and total acceptance of all Engineering Specifications.Yes, No. (State all exception separately)

11.Guarantee Period : 12 Months after the date of MCAN (Mechanical Completion Acceptance Notice) forthe Job Site issued by Owner or 36 Months from delivery whichever comes earlier

_____ Yes, _____ No.12. Commissioning and start-up spare part list & price according to Requisition :

Included in quotation Yes, _____ No._____ Price : ____________

13. 2 year operation spare part list & price according to Requisition :

Included in quotation Yes, _____ No._____ Price : ____________

14. Total Delivered Price : __________________

CERTIFICATION Name &Signature : Company :

Title : Date :



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Attachment #4

DEVIATION LIST

NAME OF EQUIPMENT : Bidder's NAME:

Serial

NO.

Purchaser's DOCUMENT

TITLE AND PARAGRAPH

NUMBER

SPECIFICATION AND/OR

PROVISIONS IN Purchaser's

REQUISITION

SPECIFICATION AND/OR

PROVISIONS OF DEVIATION

WHICH Bidder OFFER TO

DEVIATE FROM Purchaser's

REQUISITION

REASON AND/OR PURPOSE

OF DEVIATION

DECREASE OR

INCREASE IN PRICE

REMARKS



Attachment #5

Pledge of Management of Ethics

We, ______________________________, clearly understand that a transparent corporate management without

injustice and corruption through fair and rational business practices not only promote fair business in

international business society, but also contribute the overall efficiency of this project. At the same time, we

would like to take a positive and active part in the promotion of fair business ethics so that all Bidder of this

project can receive equal opportunities in the participation and competition of all bids in this project. We also

intend to faithfully implement the management of ethics that SKEC is now conducting. In the recognition of the

above, our staff makes the following pledge:

1. We shall not offer directly or indirectly to SKEC’s staff or related personnel, in the course of bidding a

contract/subcontract and/or execution of a contract/subcontract, any bribe or unlawful financial benefit

like money, entertainment or other forms of gratuities.

2. We shall not conduct any unfair activity to prejudice fair competition, such as leading pre-agreement on

the bid prices or make a pre-arrangement to help a specific company get contracts/subcontracts with

SKEC.

3. We shall make all efforts to write and/or operate our own company’s Code of Ethics, to the effect that

our staff shall not offer bribes or unjust benefits to the staff of SKEC, and shall not conduct unfair

activities such as leading pre-agreements on the bid prices or rigging the bids.

We, ______________________________, make the above pledge, based on mutual confidence; therefore, we

shall implement them, and in case we are selected as the winning Bidder, this “Pledge of Management of Ethics”

shall be incorporated into the special conditions of the Contract and shall be a full part of the Contract. We

understand that in case our staff or our company violates the above pledge, exclusion from the project vendor

list, cancellation and nullification of the Contract /Subcontract and the cancellation of our company’s

registration of our company on SKEC’s Bidder list will follow.

In this case we hereby take these pledges to not raise any claims against SKEC, or any associate or affiliate of

SKEC, either in the Civil or Criminal Courts.Company Name:

Representative:

Date: