Professional Documents
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FOR SUPPLY OF
FOR
between
AGREEMENT
This CONTRACT is made the 22nd day of October one thousand nine hundred and ninety nine.
BY AND BETWEEN
TOTAL SOUTH PARS (herein referred to as “COMPANY”), a company organised and existing under
the laws of the French Republic and having its registered office at Tour TOTAL, 24 cours Michelet
92800 – PUTEAUX – France, represented by Mr Michel NAYLIES in his capacity as Directeur
General,
as Operator of the South Pars Development Project, Phases Two and Three, for and on behalf of
National Iranian Oil Company (herein referred to as “N.I.O.C.”) and of a consortium (“the Consortium”)
presently composed of :
• TOTAL SOUTH PARS with a participating interest of forty percent (40 %) and
• OAO GAZPROM with a participating interest of thirty percent (30 %) and
• PARSI INTERNATIONAL Ltd with a participating interest of thirty percent (30 %) and
each of the participants in the Consortium (each a “PARTICIPANT” and collectively the
“PARTICIPANTS”) being liable to “SUPPLIER”, severally and only to the extent of its participating
interest in the Consortium,
AND :
COOPER CAMERON (UK) Ltd. (herein referred to as “SUPPLIER”) a company organised and existing
under the Laws of United Kingdom and having his registered office in 100, New Bridge St. – London
EC4 V 6JA – U.K. , represented by Mr. G. MACKIE, in his capacity of Director of Finance.
COMPANY and SUPPLIER being hereafter sometimes referred to individually as a “PARTY” and
collectively as the “PARTIES”.
Whereas COMPANY has signed a contract with N.I.O.C. for the development of the South Pars Field,
Phases Two and Three, located in the Iranian sector of the Persian Gulf, and
Whereas COMPANY wishes in respect of its drilling operations for the PROJECT to purchase certain
GOODS as more particularly described hereinafter and SUPPLIER agrees to supply the GOODS
under the terms and conditions set out hereinafter.
Now therefore in consideration of the premises, and the terms and conditions hereof, the PARTIES
agree as follows :
CLAUSE 1
nd
The EFFECTIVE DATE is 22 October 1999.
CLAUSE 2
SUPPLIER shall supply and deliver to COMPANY the GOODS as may be further detailed in each
PURCHASE ORDER in accordance with the CONTRACT requirements and the terms of the
PURCHASE ORDER. COMPANY hereby undertakes to pay to SUPPLIER in consideration of the
provision of the GOODS the amounts calculated according to the PURCHASE ORDER at the times
and in the manner prescribed by the CONTRACT.
CLAUSE 3
3.1 It is understood that all GOODS shall be exportable to the Islamic Republic of Iran without any
restriction.
3.2 Should the GOODS need to be re-exported from the Islamic Republic of Iran for any purpose, as
per COMPANY’s instructions, SUPPLIER shall provide all assistance to COMPANY to enable
COMPANY to obtain the required licence from the relevant authorities.
CLAUSE 4
All terms used herein which are defined in the General Conditions of CONTRACT shall have the
meaning ascribed to them in the General Conditions of CONTRACT.
In witness whereof, the PARTIES hereto have executed this AGREEMENT by the hands of their duly
authorized representatives on the day and year first above written.
Witness :
Witness :
ARTICLE 1 - PURPOSE
ARTICLE 2 - DEFINITIONS 6
ARTICLE 3 - INTERPRETATION 8
ARTICLE 4 - GOODS 10
ARTICLE 5 - DURATION 10
ARTICLE 6 - PURCHASE ORDER 10
ARTICLE 7 - SCOPE OF SUPPLY 11
ARTICLE 8 - INSPECTION AND TESTING 13
ARTICLE 9 - EXPEDITING 14
ARTICLE 10 - DELIVERY 15
ARTICLE 11 - STORAGE 15
ARTICLE 12 - PASSING OF PROPERTY AND PASSING OF RISKS 15
ARTICLE 13 - TIME SCHEDULE 16
ARTICLE 14 - VARIATION ORDER 16
ARTICLE 15 - WARRANTIES 17
ARTICLE 16 - TAXES AND CUSTOMS DUTIES 20
ARTICLE 17 - PRICE AND PAYMENT 21
ARTICLE 18 - DRAWINGS, MANUALS, ETC. 25
ARTICLE 19 - N.I.O.C. AND TOTAL PRODUCTS 26
ARTICLE 20 - STATUTORY REQUIREMENTS 26
ARTICLE 21 - INFRINGEMENT OF PATENTS 26
ARTICLE 22 - ASSIGNMENT OR SUB-CONTRACTING 26
ARTICLE 23 - LIABILITY AND INSURANCE 28
ARTICLE 24 - SUSPENSION - TERMINATION 30
ARTICLE 25 - CONFIDENTIALITY 34
ARTICLE 26 - LIENS 34
ARTICLE 27 - CENTURY DATE COMPLIANCE 36
ARTICLE 28 - PERFORMANCE BANK GUARANTEE(S) 36
ARTICLE 29 - LIQUIDATED DAMAGES 37
ARTICLE 30 - INDEMNITY 37
ARTICLE 31 - TRAINING OF COMPANY’S PERSONNEL 38
ARTICLE 32 - GOVERNING LAW 38
ARTICLE 33 - RESOLUTION OF DISPUTES 38
ARTICLE 34 - LEGAL ENVIRONMENT 38
ARTICLE 35 - NOTICES 39
ARTICLE 1 - PURPOSE
The purpose of the CONTRACT is to define the conditions under which SUPPLIER shall, upon issue
by COMPANY of any PURCHASE ORDER, if any, supply to COMPANY the GOODS as specified in
any PURCHASE ORDER.
The CONTRACT shall govern the PURCHASE ORDER(S) issued by COMPANY but shall not be
construed as an obligation of COMPANY to issue PURCHASE ORDER(S). Each PURCHASE
ORDER issued by COMPANY is part of the CONTRACT.
ARTICLE 2 - DEFINITIONS
In the CONTRACT, the following words and expressions shall have the meaning hereby assigned to
them unless otherwise specified.
- AFFILIATE means, in relation to any company, at any time, any other entity:
a) in which such company directly or indirectly controls more than fifty per cent (50 %) of the
registered capital or rights to vote ; or
b) which directly or indirectly controls more than fifty per cent (50 %) of the registered capital or
rights to vote of such company ; or
c) of which an entity as mentioned in b) here above controls directly or indirectly more than fifty per
cent (50 %) of the registered capital or rights to vote.
- AGREEMENT means the present document comprising the description of the PARTIES, the
Preamble, Clauses 1 to 4, Articles 1 to 35 inclusive, Annexes 1 through 4 hereof and Exhibits A to
I hereof.
- APPROVAL means COMPANY’s prior written consent ; APPROVAL shall in no way be construed
as relieving SUPPLIER of any of his obligations, responsibilities or liabilities under the
CONTRACT. APPROVE and APPROVED shall be construed accordingly.
- COMPANY REPRESENTATIVE means the person appointed by COMPANY as its duly authorised
representative vis à vis SUPPLIER with respect to the CONTRACT pursuant to Sub-Article 3.5.g.
- CONTRACT means the contract between the PARTIES created by the execution of the
CONTRACT DOCUMENTS.
- CONTRACT DOCUMENTS means the AGREEMENT together with any PURCHASE ORDERS and
the VARIATION ORDERS.
- DELIVERY DATE(S) mean the date stated in any PURCHASE ORDER (or such other date as may
be amended by means of a VARIATION ORDER) by which SUPPLIER is to deliver the GOODS in
accordance with the CONTRACT.
- EFFECTIVE DATE means the date of execution of the CONTRACT as specified in Clause 1.
- FINAL ACCEPTANCE CERTIFICATE means the certificate issued by COMPANY at the end of the
warranty period pursuant to sub-Article 15.6.
- FORCE MAJEURE means the effective occurrence of any act or event which is unforeseeable,
insurmountable and outside the control of the PARTY which invokes it, and which renders said
PARTY unable to comply with whole or part of its/his obligations under the CONTRACT. Provided
such criteria are met all together FORCE MAJEURE includes events such as Act of God (epidemic,
tidal wave, lightning, earthquake, hurricane, ...) war (whether declared or not), riots (other than
among SUPPLIER’s and/or SUPPLIER’s SUB SUPPLIER’s employees), civil or military
disturbances, national, regional or professional strikes (except if originated among SUPPLIER’s
and/or SUPPLIER’s SUB SUPPLIERS' employees) and acts of any government or governmental
Authority or any representative thereof.
FORCE MAJEURE does not include events such as insolvency of any PARTY, strikes, lock-outs,
or other industrial disputes or actions, between SUPPLIER and/or SUPPLIER’s SUB SUPPLIERS’s
and his or their employees.
- GOODS means all or part of the articles, materials, equipment, supplies, services and other things
or any of them described in the CONTRACT including, but not limited to, manuals, operating
instructions, reports and drawings, and to be supplied by SUPPLIER.
- OPERATIONAL PERIOD means the period stated in Sub-Article 5.2 during which COMPANY shall
be free to issue PURCHASE ORDER(S).
- PROJECT means the development of the South Pars Field (Phases Two and Three) located in the
Iranian sector of the Persian Gulf.
- PURCHASE ORDER means any order in writing issued to SUPPLIER by COMPANY following the
EFFECTIVE DATE comprising the documents referred to therein and constituting a binding
agreement between them.
- PURCHASE ORDER PRICE means the price set out in a PURCHASE ORDER for the delivery of
the GOODS in accordance with the CONTRACT and the PURCHASE ORDER. The PURCHASE
ORDER PRICE shall be in accordance with the Price Schedule of Exhibit F.
- SPECIFICATION means all and any specifications either listed or specified in the CONTRACT,
including codes, standards, drawings and requisitions referred to therein, and to be complied with
by SUPPLIER.
- SUB SUPPLIER shall mean any company or person to whom, with APPROVAL, SUPPLIER has
subcontracted directly or indirectly at any level the performance of the CONTRACT or any part
thereof (including supply of GOODS) in accordance with the provisions of Sub-Article 22-3.
- SUPPLIER REPRESENTATIVE means the person appointed by SUPPLIER as its duly authorised
representative vis à vis COMPANY with respect to the CONTRACT pursuant to Sub Article 3.5.g.
- TIME SCHEDULE means the Time Schedule set out in each PURCHASE ORDER.
- VARIATION ORDER means any change authorised by COMPANY in writing to amend the
CONTRACT and/or any PURCHASE ORDER.
- ZONE OF OPERATIONS means the intended destination of the GOODS for the purposes of their
installation, final testing, and use including as necessary any erection yard designated by
COMPANY and the COMPANY's site, workshops, storage area or other facility as may be
relevant.
ARTICLE 3 - INTERPRETATION
3.3 Clarification
All questions concerning interpretation or clarification of the CONTRACT shall be submitted by
SUPPLIER in writing to COMPANY. COMPANY shall give its clarifications within fifteen (15)
days of receipt of SUPPLIER’s request unless SUPPLIER has qualified the matter as urgent
and important in which case COMPANY shall give the main elements of its clarification within
seven (7) days.
SUPPLIER shall have the right to appeal against COMPANY clarification within seven (7) days
of receipt thereof or, if the matter is qualified in writing as important and urgent, within three (3)
days of receipt thereof, failing which such clarification(s) shall be deemed final and binding.
At all times, SUPPLIER shall proceed with his obligations in accordance with COMPANY’s
clarifications.
It shall be SUPPLIER's responsibility to clarify with COMPANY any matter which appears
doubtful to SUPPLIER within the scope of his obligations. The decision of COMPANY or its
Representative shall be final in all cases where any ambiguity or doubt arises and no
VARIATION ORDER on this account shall be requested by SUPPLIER, unless SUPPLIER can
evidence that such ambiguity or doubt could not have been discovered by an experienced
supplier before EFFECTIVE DATE.
3.5 General
a) All dates and time periods referred to in the CONTRACT and/or PURCHASE ORDER(S)
relate to the Gregorian calendar. Unless otherwise stated, days shall mean consecutive
calendar days.
b) All documents and all communications in connection with the PURCHASE ORDER shall
be prepared and/or conducted in the English Language. Unless otherwise advised by
COMPANY, only the International System of Units (S.I.) shall be used.
c) The use of terms CFR, CIF, FOB, Ex WORKS, etc. in the CONTRACT shall be interpreted
in accordance with the last edition of ICC Incoterms at EFFECTIVE DATE.
d) In order to prevent any misunderstanding the terms "he", "him" and "his" are used in
relation to SUPPLIER, whereas the terms "it" and "its" are used in relation to COMPANY.
e) COMPANY may be represented at any time by any person, firm or company specifically
delegated in writing.
g) Each PARTY shall inform the other PARTY in writing of the name of its representative.
Each PARTY shall have the right to replace its representative at any time subject to prior
written notice to the other PARTY.
ARTICLE 4 - GOODS
ARTICLE 5 - DURATION
COMPANY may only issue PURCHASE ORDERS during the OPERATIONAL PERIOD.
5.3 Extension
The PARTIES may extend the OPERATIONAL PERIOD, by mutual agreement as to the terms
and conditions.
6.1 Contents
If COMPANY intends to issue PURCHASE ORDER(S), such PURCHASE ORDER(S) shall
contain as a minimum the following information :
7.1 GOODS
SUPPLIER shall supply and deliver to COMPANY the GOODS as may be further detailed in
each PURCHASE ORDER in accordance with the CONTRACT requirements and the terms of
the PURCHASE ORDER. The GOODS, shall comply with SPECIFICATIONS set forth in
Exhibits A, B, C, and D. COMPANY may also reserve the right to rent and/or purchase from
SUPPLIER any extra equipment after mutual agreement on terms and conditions
7.2 Assistance
In addition to the delivery of the GOODS, SUPPLIER hereby agree to the following :
• For supervision and assistance for running the GOODS on the first three (3) wells,
SUPPLIER shall make available to COMPANY upon forty eight (72) hours minimum prior
notice from COMPANY, at least one Field engineer.
• For field services, SUPPLIER shall, upon forty eight (72) hours minimum prior notice from
COMPANY, provide such services requested by COMPANY : if such services are required,
due to deficient performance by SUPPLIER, the services shall be provided free of charge
by SUPPLIER and otherwise the services will be charged by SUPPLIER to COMPANY in
accordance with the provisions of Sub-Article 17.2.1.
Field engineers shall, at all times, have with them all necessary tools, spares, consumables,
references and computing facilities. The cost of such items are deemed to be included in the
rates specified in Exhibit F. Field engineers shall comply with all COMPANY safety rules and
regulations.
7.3 Documentation
For a period commencing with the date of delivery of the relevant GOODS to COMPANY until
four (4) years from the end of the corresponding warranty period for such GOODS, SUPPLIER
shall keep available for COMPANY the following documentation :
• Manufacturing drawings
• Visual inspection reports
• Material analysis
• Mechanical test reports
• Dimensional check reports
• NDT reports
• Pressure test records
• Manufacturing, weld or field repair report
For each PURCHASE ORDER, SUPPLIER shall make available 15 sets of documentation on
the terms specified in Article 18. Such documentation shall include but not be limited to:
• Drawing of all assemblies
• Complete description of all assemblies and parts
• Part number lists
• Testing procedures
• Assembling and Operating procedures
• Maintenance procedures
• Repair procedures including eg. field welding procedure
• A video film recorded during the stack-up test and 5 CD Roms of wellhead nippling-up
sequences shall be also provided.
8.1 Before dispatching the GOODS, SUPPLIER shall carefully inspect and test them for
compliance with the CONTRACT.
SUPPLIER shall give at least fifteen (15) days first prior notice and a minimum of five (5)
working days latest notice of such tests stating location and COMPANY shall be entitled to be
represented thereat. No GOODS shall be dispatched without written release or written waiver
of inspection by COMPANY in the event that COMPANY waives its rights to any inspection of
the GOODS or to witness any testing.
SUPPLIER shall also at the request of COMPANY supply a copy of the SUPPLIER’s Test
Sheets certified by SUPPLIER to be true copy.
Unless otherwise specified, all tests shall be at SUPPLIER’s costs and risks ; when the
CONTRACT states specific payments for tests, SUPPLIER shall not be paid for any test where
the GOODS have failed to achieve or maintain the required SPECIFICATION.
8.2 COMPANY shall be entitled to request additional or repetition of inspection and tests of the
GOODS during manufacture or storage or as otherwise set out in the CONTRACT. If
COMPANY exercises this right SUPPLIER shall provide or shall ensure the provision of all
such facilities as may reasonably be required by COMPANY therefor.
If the results of such additional or repeated inspection and tests show that the GOODS comply
with the CONTRACT requirements, COMPANY shall reimburse at cost to SUPPLIER the direct
documented expenses reasonably incurred for said inspection and tests, and, should such
inspection or tests actually delay the delivery of the GOODS, COMPANY shall grant
SUPPLIER a corresponding extension of time for delivery. If the result of said inspection and
tests show that the GOODS do not, in the reasonable opinion of COMPANY, comply with the
CONTRACT requirements, the expenses of said inspection and tests and related correction or
rework of the GOODS shall be borne by SUPPLIER without any effect on the TIME
SCHEDULE.
8.3 If as a result of any inspection or test under this Article 8, COMPANY is of the reasonable
opinion that the GOODS do not comply with the requirements of the CONTRACT or are
unlikely so to comply on completion of manufacture or processing, it may inform SUPPLIER of
its decision to reject such GOODS in writing and if so, SUPPLIER shall within the TIME
SCHEDULE supply, at no additional cost to COMPANY, GOODS which comply with the
requirements of the CONTRACT in place of those rejected.
8.4 Should SUPPLIER not comply with the provisions of sub-Articles 8.1 and 8.3 above and make
dispatch in contravention of the requirements thereof then COMPANY may at its sole option
provisionally receive the GOODS without prejudice and the GOODS shall be thereafter
inspected and tested at SUPPLIER’s costs, and if found defective or inferior in quality to or
differing from the requirements of the CONTRACT, may be rejected in whole or in part at the
sole option of COMPANY. For any such rejected GOODS, COMPANY shall have the option
either to have said GOODS replaced by SUPPLIER or to exclude same from the CONTRACT
and / or the PURCHASE ORDER, in which case any sums already paid with respect to such
rejected GOODS shall be forthwith reimbursed by SUPPLIER. COMPANY shall be entitled to
order such GOODS from another vendor, and SUPPLIER shall reimburse COMPANY for any
additional cost incurred by COMPANY in so doing.
8.5 GOODS so rejected as defined in sub-Article 8.4 above shall be removed at SUPPLIER’s own
cost and risk within ten (10) days from the date of receipt of notification of rejection. In the
event of SUPPLIER failing to take back GOODS so rejected as aforesaid, COMPANY shall be
at liberty to return the rejected GOODS or any of them at SUPPLIER’s cost and risk.
8.6 This Article shall be without prejudice to any other rights and/or remedies COMPANY may
have under the CONTRACT and or at law, as a result of aforesaid breach(es) by SUPPLIER.
8.7 The making or failure to make or observe any inspection or examination or test of the GOODS
shall in no way relieve SUPPLIER of his obligation to comply with all requirements of the
CONTRACT.
8.8 Any materials or instrumentation required by any Inspector(s) and/or certifying agency to carry-
out their duties shall be made available by the SUPPLIER at no extra charge.
ARTICLE 9 - EXPEDITING
9.1 SUPPLIER shall expedite the progress of the PURCHASE ORDER(S) and any of his orders to
SUB SUPPLIERS. Unless otherwise agreed SUPPLIER shall within twenty one (21) days from
EFFECTIVE DATE, send to COMPANY a production program covering engineering, issue of
drawings and other documentation, sub-order placement and delivery, start, duration and
finish of all major stages of manufacture, including examination, testing, inspection and
delivery. A progress report in relationship with the itemising of the production program and the
quality plan will be issued on a weekly basis. SUPPLIER shall continuously up-date such
programme and issue revisions immediately to reflect any VARIATION ORDER. Should
SUPPLIER encounter or anticipate delays including, but not limited to, delays in obtaining
materials from his SUB SUPPLIERS, or in receiving information from COMPANY, he shall
immediately advise COMPANY in writing with indication of cause, estimated period of delay,
and corrective actions to be taken.
9.2 Without derogating from SUPPLIER’s responsibilities, COMPANY shall be entitled to perform
any expediting of the PURCHASE ORDER(S) that may be deemed necessary over and above
that performed by SUPPLIER pursuant to this Article. For this purpose SUPPLIER shall
provide all reasonable and free access to SUPPLIER’s worksites and those of his SUB
SUPPLIER(s), together with all reasonable and free assistance including, but not limited to, the
provision of a list of SUB SUPPLIERS, together with unpriced copies of SUB SUPPLIER
orders placed, schedules, progress reports, and any shipping information including that
pertaining to SUB SUPPLIER(s) orders when and as requested by COMPANY.
ARTICLE 10 - DELIVERY
10.1 Quantities and dates
The estimated required quantities and Provisional Delivery Schedule are at EFFECTIVE DATE
as stated in Exhibit E.
Such quantities and Provisional Delivery Schedule should be read as COMPANY’s best
current estimates at EFFECTIVE DATE and will be adjusted by COMPANY to match the actual
and foreseen situations in connection with the PROJECT.
Neither the quantities nor the Provisional Delivery Schedule specified in Exhibit E may be
considered as a firm engagement or intent to purchase all or any part of the GOODS. The
exact quantities and the TIME SCHEDULE (including DELIVERY DATES) shall be indicated by
COMPANY in the relevant PURCHASE ORDER.
10.2 Conditions of delivery
SUPPLIER shall properly pack and secure the GOODS, and shall deliver and/or dispatch
and/or convey to destination same, as the case may be, at the dates and in the manner
specified in the PURCHASE ORDER, or as may be subsequently agreed in writing in any
VARIATION ORDER.
The GOODS shall not be deemed delivered until receipt by COMPANY of all proper
certification and documentation.
10.3 Place of Delivery
The delivery point of the GOODS shall be CFR KISH or ASSALUYEH (Iran) to be confirmed,
unless otherwise specified in the PURCHASE ORDER.
10.4 Delivery Time
SUPPLIER shall deliver the GOODS in accordance with the conditions specified in Article 13.
ARTICLE 11 - STORAGE
If for any reason, COMPANY is unable to accept dispatch of the GOODS at the time when the
GOODS are due and ready for dispatch, COMPANY shall so inform SUPPLIER in writing and
SUPPLIER shall store at its risks the GOODS in a safe and secure place, and shall take all measures
to protect the GOODS from any harm, theft, destruction, deterioration, damage or interference
whatsoever during such storage and COMPANY shall be liable to SUPPLIER:
- if applicable, for that instalment of the PURCHASE ORDER Price that would have been paid in
accordance with the PURCHASE ORDER had the GOODS been dispatched and
- for the reasonable justified costs, including insurance of so doing, after a period of grace of
one month free storage (unless otherwise specifically provided).
The property in the GOODS shall pass to COMPANY at the first to occur of the following events:
- when the GOODS or part thereof are first identifiable as being appropriated to the
PURCHASE ORDER;
- when COMPANY pays for the GOODS or part thereof in accordance with the PURCHASE
ORDER; or
The risk in the GOODS shall pass to COMPANY as per ICC Incoterms stipulated in the PURCHASE
ORDER, without prejudice to any right of rejection which may accrue to COMPANY under the
PURCHASE ORDER, provided however that, when the GOODS are stored according to the
provisions of Article 11, the GOODS shall remain at SUPPLIER’s risk during such period of storage.
13.1 SUPPLIER shall comply with the TIME SCHEDULE specified in the PURCHASE ORDER(S),
including the DELIVERY DATE. SUPPLIER acknowledges and agrees that time is of the
essence and that the delivey of the GOODS by the DELIVERY DATE is an essential condition
of the CONTRACT, together with the provision of the assistance set out in Sub-Article 7.2.
13.2 If owing to any FORCE MAJEURE, SUPPLIER is unable to comply with the TIME SCHEDULE
and/or DELIVERY DATE, then provided that SUPPLIER has, within three (3) days from
occurrence of the FORCE MAJEURE situation, notified COMPANY in writing with evidence of
the occurrence the said event and of his intention to claim an extension of time, the DELIVERY
DATE shall be extended by the actual delay resulting from such FORCE MAJEURE (but for no
longer period), as evidenced by SUPPLIER.
13.3 Subject to the provisions of Sub-Article 13.2 and/or without prejudice to the provisions of Sub-
Article 29.2 below, if the DELIVERY DATE, is not complied with, COMPANY shall be entitled to
terminate the CONTRACT and/or PURCHASE ORDER in accordance with sub-Article 24.2 in
respect of all of the GOODS whether delivered or not, or to exclude from the PURCHASE
ORDER, at SUPPLIER's costs and risks, any of the GOODS which are behind schedule.
No amendment to the CONTRACT and/or any PURCHASE ORDER shall be valid unless set down in
a VARIATION ORDER.
COMPANY has the right to make any change of the form, quality or quantity of the GOODS and / or
TIME SCHEDULE (including DELIVERY DATE) or any part thereof that may in its opinion be
necessary and no such change shall in any way vitiate or invalidate the CONTRACT but the value (if
any) of all such changes shall be taken into account in ascertaining the amount of the PURCHASE
ORDER PRICE.
No change shall be made by SUPPLIER without a previous VARIATION ORDER.
Effects of VARIATION ORDERS on the PURCHASE ORDER PRICE shall be mutually agreed, being
understood that, unless otherwise provided for in the CONTRACT, such change in the PURCHASE
ORDER PRICE shall derive from the unit prices of the GOODS as set out in Exhibit F, or be deduced
therefrom by analogy, or, when not applicable, shall be the current market price.
Should the PARTIES fail to reach an agreement on VARIATION ORDER conditions within a
reasonable time as per COMPANY's judgement, COMPANY shall have the right to establish such
conditions, including means and amounts of compensation, and any adjustments to the TIME
SCHEDULE (including DELIVERY DATE) it considers appropriate to the circumstances and to instruct
SUPPLIER to proceed with the modifications and SUPPLIER agrees to so proceed.
Notwithstanding the requirement within the definition of VARIATION ORDER, the instruction to
proceed with the modifications, together with the COMPANY established conditions shall be
construed as a VARIATION ORDER.
If then PARTIES fail to reach agreement, the dispute shall be settled by arbitration under the
provisions set out in Article 33, and SUPPLIER shall have the onus of proof that the conditions
assessed by COMPANY are neither equitable nor appropriate.
If, as the result of agreement reached between the PARTIES, or of the award at the completion of any
arbitration proceedings, the compensation or adjustments to the TIME SCHEDULE differ from those
established by COMPANY as provided here above, the relevant VARIATION ORDER conditions as
established by COMPANY shall be revised accordingly.
In no event shall the performance of SUPPLIER’s obligations be interrupted or slowed due to any
controversy or dispute between the PARTIES concerning VARIATION ORDERS.
ARTICLE 15 - WARRANTIES
15.1 SUPPLIER represents and warrants that the GOODS shall conform to the provisions of Article
4 and that the GOODS shall be new and free from all defects and in conformity in all respects
with the provisions of the CONTRACT.
15.2 If any of the GOODS do not comply with the provisions of the CONTRACT or are found
defective or if any defect or fault originating in connection with the design, materials,
workmanship, SUPPLIER's supervision, or operating characteristics of any of the GOODS (the
“FAULTY GOODS”) arise at any time within eighteen (18) months after the date on which such
item is placed in use or operation, or thirty-six (36) months from the date of delivery in
accordance with the PURCHASE ORDER, whichever period is the shorter, SUPPLIER shall at
his own cost and risks promptly make such alterations, repairs and/or replacement, including
searching, dismantling, packing, transportation, supervision, re-installation and re-testing,
wherever located as are necessary so that said item conforms to the provisions of the
CONTRACT and fulfils the preceding warranties to COMPANY's entire satisfaction ;
SUPPLIER shall in addition promptly reimburse COMPANY for any direct costs and expenses
incurred by COMPANY as a result thereof.
SUPPLIER shall act in such manner as to cause a minimum of interruption in the use of the
GOODS and a minimum of disruption to COMPANY’s operations.
If the FAULTY GOODS cannot be corrected or are not promptly corrected by SUPPLIER as
set forth above, the FAULTY GOODS shall be removed by and at the expense of SUPPLIER
and SUPPLIER shall without cost to COMPANY promptly furnish a satisfactory item which
completely fulfils the provisions and intent of the PURCHASE ORDER. Moreover, where such
FAULTY GOODS are no longer in the condition in which they were delivered due to use or
acts by COMPANY prior to discovery of defect(s) of the GOODS, and unless such use or acts
are inconsistent with the nature of the GOODS, then SUPPLIER shall accept to receive the
FAULTY GOODS in such condition and shall have no further claim against COMPANY in
connection therewith.
15.3 If the FAULTY GOODS are not removed and satisfactory replacement GOODS are not
furnished by SUPPLIER within such reasonable time as COMPANY shall determine, and/or in
case of emergency or urgency, then COMPANY shall be entitled to carry out such remedial
work or have such remedial work carried out by others or provide replacement GOODS all at
the sole risk and expense of SUPPLIER. In such a case, COMPANY shall simultaneously
inform SUPPLIER of the performance of such rework.
15.4 In the event of any alteration, repair or replacement as aforesaid, SUPPLIER warranty
hereunder shall extend to such altered, repaired or replaced GOODS for a new period of same
duration as initially stipulated, from the date of acceptance of same by COMPANY.
The FINAL ACCEPTANCE CERTIFICATE shall state the date on which all conditions required
shall have been met altogether, and shall be effective from such date, and shall be in the
format of Annex 4.
FINAL ACCEPTANCE CERTIFICATE shall not release SUPPLIER from obligations resulting
from the CONTRACT or applicable law which expressly or by their nature extend beyond and
survive final acceptance.
15.6 Notwithstanding anything else to the contrary, SUPPLIER’s liability under article 15 is limited to
US $ SEVEN MILLION and SIX HUNDRED EIGHTY ONE THOUSAND and THREE
HUNDRED THIRTY (US $ 7,681,330) (estimated total amount of the CONTRACT).
15.7.1 Availability and Prices for Special Tools, Parts and Services for GOODS Operations
SUPPLIER hereby commits himself to provide and/or obtain, directly or through sub-
vendors, to COMPANY's benefit the continuous availability with the SUPPLIER'S best
terms, prices and conditions for all related special tools, spare parts and maintenance
services necessary for a duration of ten (10) years after the delivery date specified in
each PURCHASE ORDER.
Spare parts shall be new, standard, off-the-shelf supply insofar as possible, and when
such is not possible shall be manufactured sufficiently in advance and in such quantity
so as to ensure continual availability for COMPANY's operational requirements.
Notwithstanding Sub-Article 3.1, SUPPLIER shall remain bound by all and any
proposals he has made to COMPANY in writing at any time concerning maintenance
services and supply of spare parts with respect to the CONTRACT.
16.1 Taxes
a) SUPPLIER hereby represents and warrants that:
(i) he does not have a branch office in the Islamic Republic of Iran, and,
(ii) the part of the work directly performed by SUPPLIER is not performed in the Islamic
Republic of Iran, and,
(iii) that he does not employ any Iranian personnel, and,
(iv) his personnel contribute to a social security fund in another country which provides
similar guarantees to the Social Security Organisation in the Islamic Republic of Iran
including cover for accident, illness, disablement, retirement, death, marriage and
child allowances, etc.
b) SUPPLIER shall bear and/or discharge under his sole liability all taxes, imposts, duties,
levies, charges and dues of any kind, including the Iranian Corporate Income tax and the
Iranian Social Security Fixed charge, (hereinafter referred to as "TAXES") which may be
assessed or levied in any country, including the Islamic Republic of Iran, by whatsoever
authorities on SUPPLIER and on his personnel and on his SUB SUPPLIER(s) whether
Iranian or not, because of the signature or performance of the CONTRACT.
In particular, COMPANY shall not pay nor reimburse Iranian Corporate Income Tax and/or
Social Security Fixed Charge applicable to SUPPLIER’s SUB-SUPPLIER(s).
Therefore, SUPPLIER declares that, unless expressly otherwise specified here below, the
CONTRACT Prices established on the basis of the lump sum prices, unit and time rates
and fees set out in Exhibit F and all PURCHASE ORDER PRICES includes all TAXES
(with all direct and indirect expenses to discharge same and any and all penalties and
fines pertaining thereto) for which he is liable.
c) SUPPLIER shall defend, indemnify and hold COMPANY harmless against any and all
liabilities, claims, judgements and expenses (including legal expenses) regarding the
aforesaid TAXES.
17.1 Validity
Unless otherwise expressly provided for in the CONTRACT, all the rates, sums and prices
stated in Exhibit F are, for the duration of the overall OPERATIONAL PERIOD irrespective of
the DELIVERY DATE :
a) fixed and not subject to revision, nor escalation, nor any adjustment due to currency
fluctuations.
b) fully inclusive of all and any cost, risk and profit, related to or in connection with the
performance of the CONTRACT.
17.2.2. For all services or materials rendered or furnished by COMPANY to SUPPLIER at his
request and which are outside COMPANY’s obligations under the CONTRACT,
COMPANY will charge SUPPLIER for actual cost plus ten percent (10% ) overhead
charges.
17.3 Invoices
Invoices shall be made out in one original and two copies and sent to :
Invoices shall be issued without Value Added Tax (VAT) which is not applicable to this
CONTRACT, as the GOODS are supplied for the purpose of the offshore Drilling Operations
for the PROJECT.
All relevant payment details are to be indicated on the invoice to enable payment to be made.
Account N° 971 737 38 – Sort Code = 50-00-00 in National Westminster Bank – London..
17.6 Payment
17.6.1 Payment shall be made by bank transfer. Payment shall be deemed made as from the
date of transfer from COMPANY’s bank. The currency to be used for prices and
invoices is the US$.
Provided that the correctly delivered GOODS are accepted by COMPANY, payment of
the undisputed and properly established invoice received between the 11th of a given
month and the 10th of the following month shall be made on the 5th of the next
following month, by bank transfer on the bank account number and address to be
located in the country of registration of SUPPLIER, which shall be notified by
SUPPLIER to COMPANY.
Payment by COMPANY of any account or down payment submitted by SUPPLIER
shall not discharge or release SUPPLIER from any of its obligations under this
CONTRACT or be deemed approval or acceptance of services and/or deliveries
covered by such account or down payment.
17.6.2 If COMPANY disputes all or part of an invoice, COMPANY shall return this invoice to
SUPPLIER specifying in writing the reasons for its rejection. SUPPLIER may then:
either send back the invoice corrected to the satisfaction of COMPANY
or send back an invoice covering the non-disputed part. The invoice for the
disputed part may be sent as the case may be after the settlement of the issue.
The times for payment in respect of confirmed invoices and revised invoices when
agreed between the PARTIES shall run from the date of their receipt by COMPANY,
provided that the credit note in respect of the original invoice has been received by
COMPANY.
17.6.3 The payment procedure referred to in this Article shall apply mutatis mutandis to the
payment of such amounts as become due as a result of VARIATIONS or of other
terms of the CONTRACT.
Any payment made by COMPANY shall not be construed as a waiver of right of
COMPANY to object to any invoice so paid. COMPANY shall have the right from the
EFFECTIVE DATE and for a period of one (1) year from the end of the warranty
period defined in Article 15, to audit (or have audited) SUPPLIER’s books and records
and to copy any records and accounts for verification of any sum payable under the
CONTRACT, unless it relates to work compensated on a Lump Sum basis or to the
composition of the rates of Exhibit F.
17.6.4 At any time during the performance of CONTRACT, COMPANY shall have the right to
deduct from any sums due to SUPPLIER any sums due to COMPANY from
SUPPLIER under the CONTRACT.
Should sums due from SUPPLIER exceed the amount of sums due from COMPANY,
SUPPLIER shall immediately pay the difference to COMPANY.
17.7 Financing
17.7.1 It is understood and agreed that, for the purpose of financing, COMPANY may elect to
use buyer export credits, including political and/or commercial risk insurance
coverage, from the official Export Credit Agencies listed in Exhibit G (hereinafter
designated by ECAs) and, if COMPANY so elects, SUPPLIER accepts to be paid by
any such ECAs or third party direct in lieu of COMPANY.
17.7.2 SUPPLIER undertakes to subcontract parts of the work, to SUB SUPPLIERS, of the
countries of the said ECAs, in such a way as to satisfy the minimum required values
as given in the CONTRACT Price breakdown per country of origin mentioned in
Exhibit G.
17.7.3 SUPPLIER shall provide COMPANY with a monthly update of the CONTRACT Price
breakdown per country of origin taking account of:
the values of the subcontracts already placed and the nationality of the SUB
SUPPLIERS,
the estimated values of the subcontracts remaining to be placed and the
nationality of the related potential SUB SUPPLIERS.
17.7.4 If COMPANY so requests, SUPPLIER shall provide COMPANY with the actual prices
of any orders placed with SUB SUPPLIERS, of any level which have to be covered by
such ECAs. It is acknowledged and agreed by both PARTIES that such information
shall not be used for any other purpose than for ECAs financing control and
administration.
17.7.5 NOT USED.
17.7.6 SUPPLIER, at no additional cost to COMPANY, undertakes to fulfil all obligations and
to comply with all procedures (including filling of all necessary forms) that may result
from COMPANY’s financing arrangements including, without limitation, providing all
information requested by the ECAs and other third parties to facilitate the financing,
such as providing copies of contracts with, and invoices from, SUB SUPPLIER;
providing evidence of payment; providing certification as to country of origin of the
GOODS, equipment, components, services, shipping arrangements and other items;
and changing payment schedules or methods (including direct payments to SUB
SUPPLIER) to comply with any of the ECAs and third parties requirements, provided
however that COMPANY will upon presentation of supporting documents reimburse to
SUPPLIER, the cost of any insurance and/or duties and/or fees imposed by such
ECAs.
In particular, SUPPLIER undertakes to fulfil on a monthly basis the tables attached in
Exhibit G. Such tables have to be returned directly to COMPANY.
17.7.7 All administrative costs borne by SUPPLIER in relation with the ECAs financing shall
be deemed to be included in the prices set forth in the CONTRACT and no claim
whatsoever shall be accepted in this respect.
18.1 SUPPLIER shall without additional cost to COMPANY supply all required drawings
specifications or other technical information whether needed for information only, approval or
final record, such as by way of illustration and not limitation and as relevant to the nature of the
GOODS, operating instructions, maintenance manuals, mill certificates giving chemical
compositions and mechanical properties, fabrication reports and the like at times and in
numbers of copies as specified in the CONTRACT. COMPANY in approving SUPPLIER’s
drawings, shall not in any way assume responsibility for their accuracy.
18.2 All drawings specifically prepared by SUPPLIER in connection with the supply of the GOODS
or obtained by COMPANY at its cost shall be and remain the property of COMPANY.
SUPPLIER shall not use such drawings, nor shall authorise or knowingly permit them to be
used by anyone else for, or in connection with, any purpose other than the supply of the
GOODS to COMPANY unless such use is expressly authorised by COMPANY previously and
in writing.
Provided that price, grade and delivery conditions are competitive, SUPPLIER shall, at his own cost,
incorporate in the GOODS materials or products manufactured or marketed by either the N.I.O.C. or
TOTALFINA groups. SUPPLIER shall specify the use of N.I.O.C. or TOTALFINA products and provide
details of grades and utilisation of oils and greases for commissioning, operation and maintenance. If
SUPPLIER cannot procure, use and recommend the use of either N.I.O.C. or TOTALFINA products,
he shall so inform COMPANY and justify his reasons.
SUPPLIER shall comply at any time with all laws and regulations applicable to his activities in relation
to the CONTRACT and shall, at his own cost, prior to the delivery of the GOODS, supply whatsoever
Governmental or other administrative documents and obtain from such authorities such stamps as
required to allow the GOODS to be put into operation.
21.1 SUPPLIER shall fully indemnify and hold COMPANY harmless against any action, suit, claim,
demand, costs, charges, damages, and expenses arising from or incurred by reason of any
infringement or alleged infringement of any patent, registered design, trade mark, or trade
name protected in the country of origin, the ZONE OF OPERATIONS or elsewhere and
resulting from the GOODS or their use.
Provided always that his indemnity shall not apply to the use of the GOODS in a manner or for
a purpose not reasonably to be inferred by SUPPLIER or not disclosed to SUPPLIER prior to
EFFECTIVE DATE.
21.2 In the event of any claim being made or action brought against COMPANY arising out of the
matters referred to in this Article, SUPPLIER shall be promptly notified thereof and may at his
own cost and expense conduct all negotiations for the settlement of the same and any
litigation that may arise therefrom. Either SUPPLIER or COMPANY shall, at the request of the
other, afford all available assistance for the purposes of this Article and COMPANY shall be
repaid by SUPPLIER for any expenses incurred by COMPANY in so doing.
21.3 If the GOODS or part thereof involved in such action, claim, etc. are prohibited from use,
SUPPLIER shall at his own expense, at COMPANY’s option, either replace or modify them, or
purchase the necessary licences in order to remove the infringement to the satisfaction of
COMPANY.
Assignment of CONTRACT by COMPANY shall not relieve SUPPLIER of any of his obligations
or liabilities and SUPPLIER hereby agrees, in the case of such assignment, to continue to
perform all his duties and obligations under the CONTRACT.
22.3 Sub-contracting
22.3.1 SUPPLIER shall not without prior APPROVAL subcontract directly or indirectly at any
level the performance of the CONTRACT or any part thereof, except to SUB
SUPPLIERS listed and identified in Exhibit H.
Such list shall be prepared by SUPPLIER with indication, for each named SUB
SUPPLIER, of field and volume of activities possibly to be sub-contracted.
COMPANY’s refusal to approve any sub suppliers not identified in Exhibit H shall not
increase any PURCHASE ORDER PRICE or extend the TIME SCHEDULE.
22.3.2 COMPANY shall be entitled to approve all subcontract documents relating to SUB
SUPPLIERS as aforesaid, excluding prices, prior to award of each subcontract. Such
subcontract documents shall provide that SUB SUPPLIERS shall not be authorised to
subcontract their order, or part thereof, at any level without written consent of
SUPPLIER.
22.3.3 SUPPLIER shall remain fully responsible for any part of the CONTRACT performed by
his SUB SUPPLIERS, at any level, and for the acts and omissions of such SUB
SUPPLIERS and their personnel. Notwithstanding anything to the contrary in the
CONTRACT, SUPPLIER shall indemnify and hold harmless COMPANY against all
such acts/omissions of SUB SUPPLIERS, and against any consequence of use of
SUB SUPPLIERS at any level.
22.3.4 COMPANY’s APPROVAL of SUB SUPPLIERS at any level shall not create any
contractual relation between the SUB SUPPLIER and COMPANY.
23.1 Liabilities
23.1.1 SUPPLIER shall hold harmless and indemnify COMPANY in respect of loss of or
damage to the GOODS until the risk thereof has been transferred to COMPANY in
accordance with the terms of the CONTRACT, unless such loss or damage is due to
the sole negligence of COMPANY.
23.1.2 Unless otherwise provided in the CONTRACT and without prejudice to any liquidated
damages provisions stipulated for delay, non performance or otherwise, SUPPLIER
shall not be liable for indirect or consequential loss or damage, such as loss of profit
or loss of production, suffered by COMPANY as a result of any defect in the GOODS.
23.2 Insurances
23.2.1 SUPPLIER shall obtain and maintain all insurances required by applicable laws.
23.2.2 SUPPLIER shall from the beginning of the manufacture and up to the transfer of the
risk in the GOODS to COMPANY, obtain and maintain, at his own cost, insurance to
cover the GOODS against all risks of physical loss or damage for their full
replacement values. Such insurance shall provide that underwriters shall pay
insurance indemnities directly to COMPANY up to the amount of the respective
PURCHASE ORDER PRICE paid by COMPANY to SUPPLIER at the time of the loss,
unless COMPANY requires SUPPLIER to repair such loss or to replace the damaged
GOODS at SUPPLIER’s cost. On request of COMPANY, SUPPLIER shall remit
insurance certificates evidencing said insurance and the above provision.
23.2.3 In addition, SUPPLIER shall obtain and maintain, at his own cost, insurance to cover
SUPPLIER’s liability to third parties including products liability coverage.
23.2.4 a) All insurances described in Sub-articles 23.2.1, 23.2.2, 23.2.3 as here above and
Sub-article 23.3 as hereunder, shall provide that :
i) COMPANY, N.I.O.C., and any PARTICIPANTS are additionally insured
insofar as they are held liable to pay for claims and/or losses which according
to the contract have to be borne by SUPPLIER.
ii) Insurers shall have no right of subrogation against COMPANY, N.I.O.C. and
any PARTICIPANTS and their respective Insurers.
b) Before commencing relevant operations under the CONTRACT, SUPPLIER shall
furnish COMPANY with Certificates of Insurance (and thereafter renewals
thereof) evidencing above insurance requirements.
23.3 Should SUPPLIER be required to incorporate in the GOODS, or to connect thereto, or hold on
behalf of COMPANY, materials and equipment which are supplied to SUPPLIER directly or
indirectly by COMPANY, SUPPLIER shall be wholly responsible for any loss of or damage to
the materials or equipment so supplied to him from such time as they come under his custody,
until the risk has been transferred to COMPANY in accordance with the CONTRACT.
Accordingly SUPPLIER shall carry out an inspection upon receipt of such materials or
equipment and shall be responsible for any apparent damage or defects not notified to
COMPANY and which he ought to have identified and so notified in accordance with usual
professional practice.
SUPPLIER shall carry insurance on such materials and/or equipment in the same manner as
provided under sub-Article 23.2.
other PARTY harmless in respect of such damage, loss, injury, disease or death, even
if caused by the negligence of the other PARTY or such other PARTY’s personnel.
However, SUPPLIER shall remain liable for any loss of (excluding consequential
losses) or damage to the GOODS, (including any property incorporated therein as
per sub-Article 21.3), caused by himself, his SUB SUPPLIERS at any level and
their respective employees.
c) SUPPLIER shall sign the Mutual Indemnity and Waiver of Recourse Agreement
as attached to these General Conditions (Annex 1) and shall procure the
signature by all his SUB SUPPLIERS at any level working at ZONE OF
OPERATIONS of a counterpart of like Mutual Indemnity and Waiver of Recourse
Agreement in the form provided for SUB SUPPLIERS as attached hereto (Annex
2). He shall immediately advise COMPANY of any of his SUB SUPPLIERS who
has refused to sign a counterpart of said agreement.
d) The provisions of sub-Article 23.4 shall apply mutatis mutandis to any SUB
SUPPLIER at any level of SUPPLIER working at ZONE OF OPERATIONS.
e) SUPPLIER shall be liable towards COMPANY for any absence and/or
insufficiency of the insurances of his SUB SUPPLIERS.
23.4.2 In addition to the insurance requirements of this Article, SUPPLIER shall obtain and
maintain, at his own costs and shall cause his SUB SUPPLIERS to obtain and
maintain at their own cost all insurance necessary to cover their liabilities and
equipment in connection with the CONTRACT and shall ensure that all such
insurances waive all rights of subrogation against COMPANY, N.I.O.C.,
PARTICIPANTS in the consortium if any, its and their AFFILIATES, and COMPANY’s
other contractors, suppliers, subcontractors, and SUPPLIER’S SUB SUPPLIERS
which have signed the Mutual Indemnity and Waiver of Recourse Agreement.
SUPPLIER shall remit certificates evidencing said insurances.
23.4.3 SUPPLIER shall be responsible for ensuring that his SUB SUPPLIERS, agents or
personnel comply with the regulations as to health, safety and training effective at
ZONE OF OPERATIONS.
23.5 The provisions of this Article 23 are without prejudice to the provisions of Article 15 and
nothing in said Article 15 shall be taken to limit SUPPLIER's liability under this Article 23.
24.2 TERMINATION
24.2.1 General
24.2.1.1 Unless otherwise provided for in the CONTRACT, all GOODS paid by
COMPANY at the time of or further to termination under this Article 24 shall be
immediately delivered to COMPANY. Similarly, all rights paid by COMPANY at
such time shall immediately be vested in COMPANY and SUPPLIER shall
immediately assign to COMPANY any purchase orders that COMPANY shall
have elected to take over.
24.2.1.2 SUPPLIER shall have the obligation to reimburse COMPANY any advance
payment, on a pro-rata basis, related to GOODS not completed as above
determined.
24.2.1.3 Termination shall not relieve the PARTIES from obligations, such as
confidentiality obligations, which by their nature survive the termination.
24.2.3.2 In the event of such termination, COMPANY has the right at SUPPLIER’s
own costs and risks to take over any material, equipment, service, supply or
right totally or partially performed at the time of termination and to complete
the supply of the GOODS, either directly or through any other vendor or
supplier. The resulting additional expenses shall be reimbursed by
SUPPLIER to COMPANY.
Nevertheless and at its own option, COMPANY has the right to send back to
SUPPLIER, at SUPPLIER’s own cost and risk, those parts of the GOODS
already delivered and SUPPLIER shall immediately reimburse COMPANY
any sums paid with respect to the relevant part(s) and also any direct
expense(s) COMPANY has incurred as a consequence of its decision.
The exercise of any of the rights granted to COMPANY under this Article
shall not prejudice or affect any rights of action or remedy which shall have
accrued or shall accrue thereafter to COMPANY.
ARTICLE 25 - CONFIDENTIALITY
All information supplied by COMPANY to SUPPLIER in connection with the CONTRACT shall be kept
confidential (unless and until released by COMPANY) and SUPPLIER shall take and enforce suitable
written covenants from his employees and SUB SUPPLIERS at any level to enforce confidentiality.
The provisions of this Article shall apply mutatis mutandis to the confidential information of the
SUPPLIER disclosed to the COMPANY pursuant to the CONTRACT.
ARTICLE 26 - LIENS
SUPPLIER undertakes not to create or do any act, deed or thing which would result in the creation of
any lien or charge on property of COMPANY and/or the GOODS or any part thereof.
SUPPLIER shall protect, indemnify and hold COMPANY harmless from and against any and all
liabilities for the payment of the amount of any lien claimed in relation to the CONTRACT against the
property of COMPANY and/or the GOODS or any part thereof by any SUB SUPPLIER, or third party.
CONTRACTOR warrants that the GOODS provided under the CONTRACT is “Century Date
Compliant”. The GOODS are Century Date Compliant if :
a) no failure, error, interruption, reduction, or alteration of any sort in the performance, delivery,
and/or functionality of goods and/or services (including but not limited to equipment, software and
hardware) associated with or part of the GOODS will result, directly or indirectly, from any date
change, in particular any date change in the twentieth or twenty first century, including the advent
of the year two thousand (2000), or from the extra day occurring in any leap year, and
b) all processing of date-related data by such goods and/or services will produce error-free results,
and
c) all date-related data (input and output), and results produced, directly or indirectly, by such goods
and/or services shall include an indication of the century.
CONTRACTOR shall be liable for all direct damages and losses resulting from failure to comply with
the above and CONTRACTOR shall indemnify and hold harmless COMPANY accordingly.
COMPANY reserves the right to review test procedures/results to ensure compliance before
equipment is installed.
Within seven (7) days from the receipt of each PURCHASE ORDER, SUPPLIER hereby agrees to
provide, at his own cost, an irrevocable Performance Bank Guarantee payable on first demand of
COMPANY to guarantee the due performance of SUPPLIER’s obligations under PURCHASE
ORDER. Each Performance Bank Guarantee shall be provided by a bank nominated by SUPPLIER
and APPROVED and shall be in the specific format set out in Annex 3/A.
The obtaining of such Performance Bank Guarantee (s) and the costs thereof shall be at the expense
in all respects of the SUPPLIER.
COMPANY shall not be obliged to make any payments to SUPPLIER until SUPPLIER has provided
satisfactory Performance Bank Guarantee in accordance with the provisions of this Article.
Should SUPPLIER fail to provide such satisfactory Performance Bank Guarantee within seven (7)
days from receipt of each PURCHASE ORDER, COMPANY shall have the right at any time, without
any liability whatsoever, to terminate immediately the PURCHASE ORDER by giving written notice to
SUPPLIER.
Should such Performance Bank Guarantee prove not to be enforceable, at any time and for any
reason, then COMPANY shall be entitled to suspend any and all payments to SUPPLIER until
SUPPLIER has provided COMPANY with a new and satisfactory Performance Bank Guarantee.
Each Performance Bank Guarantee shall be valid from the date of issue of each PURCHASE ORDER
and shall remain valid and in full effect until the end of the warranty period set forth in the
CONTRACT and shall lapse automatically at such time.
Any demand for payment under a Performance Bank Guarantee shall be made under the form set
forth in Annex 3/B.
29.3 Liquidated Damages shall apply as liquidated damages and not as penalty. The payment of
liquidated damages shall not relieve SUPPLIER from any of his obligations and liabilities under
the CONTRACT or at law ; The terms of this Article 29 shall be without prejudice to any other
rights of COMPANY under the CONTRACT and / or at law.
ARTICLE 30 - INDEMNITY
SUPPLIER hereby releases, indemnifies and agrees to defend and hold harmless COMPANY, its
Contractors and Sub-Contractors and the officers, agents, employees, successors and assigns and
authorised representatives of all the foregoing from and against any and all suits, actions, legal or
administrative proceedings, claims, demands, damages, liabilities, interest, attorneys fees, costs and
expenses of whatsoever kind of nature, including those arising out of injury to or death of
SUPPLIER’s employees, whether arising before or after completion of the work hereunder and in any
matter directly or indirectly caused, occasioned or contributed to in whole or in part by reason of any
act, omission, fault or negligence whether active or passive of SUPPLIER or anyone acting under his
direction or control or on his behalf, in connection with or incidental to the performance of this
CONTRACT.
SUPPLIER’s aforesaid release, indemnity and hold harmless obligations, or portions or applications
thereof, shall apply even in the event of the fault or negligence whether active or passive or strict
liability of the parties released, indemnified or held harmless to the fullest extent permitted by law, but
in no event shall they apply to liability caused by wilful misconduct of the party released, indemnified
or held harmless.
Without additional cost, SUPPLIER shall carry out training of COMPANY’s personnel, in order to allow
them to carry out operation and maintenance of GOODS supplied under the CONTRACT and
SUPPLIER shall provide all assistance required to obtain necessary visas for COMPANY’s personnel.
Living allowances, accommodation costs and all travel and subsistence expenses for COMPANY’s
personnel shall not be at the SUPPLIER’s cost.
The construction, validity and performance of the CONTRACT shall be governed by the Laws of the
French Republic.
a) The PARTIES shall endeavour to settle by negotiation any dispute arising out of or in connection
with the validity, performance, interpretation or termination of the CONTRACT, and all the
consequences thereof. Such dispute shall be duly notified by the claiming PARTY to the other
PARTY, in the forms required under the CONTRACT and with due reference to the present Article,
and the PARTIES shall endeavour to settle such dispute by negotiation within forty-five (45) days
from receipt of said notice.
b) In case of failure to settle the dispute by negotiation within the period of time above-mentioned, the
claimant may notify to the other PARTY its intention to submit the dispute to arbitration.
c) The dispute shall then be settled under the Rules of Arbitration of the International Chamber of
Commerce by three (3) arbitrators appointed in accordance with the said Rules.
The arbitration shall be held in Paris, France in the English language.
The arbitrators shall decide according to law and not exaequo et bono.
The award shall be made in such form as may be necessary to render it enforceable at law in such
jurisdiction as any PARTY may request.
A dispute shall be deemed to have arisen when either PARTY notifies the other PARTY in writing
to that effect.
SUPPLIER acknowledges full awareness of the legal environment existing in any country with respect
to embargo, trade sanctions, restrictions and the like, existing at the EFFECTIVE DATE and which
may affect the supply of the GOODS. SUPPLIER further represents that price schedule of exhibit F
and PURCHASE ORDER PRICE and the TIME SCHEDULE take full account of such legal
environment and that such legal environment shall not prevent him from performing in due time all his
obligations under the CONTRACT. Any event resulting from such legal environment shall not be
considered as FORCE MAJEURE.
However, should after the EFFECTIVE DATE new laws or amendment to existing laws related to said
embargo, trade sanctions, restrictions and the like be edicted which (i) substantially and adversely
affect a PARTY or an AFFILIATE as a direct result of the performance of the Work and (ii) were not
reasonably foreseeable at the EFFECTIVE DATE, then, upon justified written request from the
affected PARTY, the PARTIES shall meet in order to find a mutually acceptable solution to minimise
such adverse effects.
ARTICLE 35 - NOTICES
All notifications or communications of any kind which, under the terms of this CONTRACT, are
required to be sent from one PARTY to the other shall be made in writing in the English language
and, either mailed or delivered by hand or sent by telex or telefax (with confirmation in either case by
original letter within five (5) days) to the following addresses it being understood that these notices
shall become effective on the day of their delivery to said addresses.
Each PARTY may, by giving fifteen days prior notice thereof to the other PARTY, change its address
for notice at any time and/or designate that copies of any notice be directed to another person at
another address.
COMPANY SUPPLIER
ANNEX 1
Whereas, TOTAL SOUTH PARS (hereinafter referred to as COMPANY) has entered into a contract or
agreement reference number TSP/OPD/E 105 dated 22nd October 1999 with .COOPER CAMERON
(UK)LTD. (hereinafter referred to as UNDERSIGNED PARTY) regarding the performance of services
for COMPANY’s operations in connection with, related to, or in support of the South Pars Field
Development Project, Phases Two and Three, (hereinafter referred to as OPERATIONS);
and whereas COMPANY and the UNDERSIGNED PARTY may have entered into, or shall enter into,
contracts or agreements with others for the performance of works and/or services in connection with,
related to, or in support of the OPERATIONS and certain of said others have signed, or may sign,
counterparts of like mutual Agreements (all the signatories of such Agreements relating to the
OPERATIONS being hereafter designated as SIGNATORIES);
and whereas the SIGNATORIES wish to modify their relationship under the general law and avoid
entirely disputes as to their liabilities for damage or injuries to their respective property or employees;
Now, therefore the UNDERSIGNED PARTY, in consideration of the reciprocal covenants of the other
SIGNATORIES agrees with them that:
1. The UNDERSIGNED PARTY waives all rights of recourse against and shall indemnify, defend
and hold harmless the other SIGNATORIES from and against any damage or loss of property
the UNDERSIGNED PARTY owns, or has in its possession by virtue of an arrangement made
with an entity which is not a SIGNATORY, and for any indirect or consequential loss resulting
from such damage or loss even in case of negligence of any other SIGNATORY (including
legal expenses).
2. The UNDERSIGNED PARTY shall have no liability whatsoever for damage to or loss of
property in its possession by virtue of an arrangement made with another SIGNATORY.
3. The UNDERSIGNED PARTY waives all rights of recourse against and shall indemnify, defend
and hold harmless the other SIGNATORIES from and against any loss or liability (including
legal expenses) arising out of or in relation to any claim or cause of action for loss of or
damage to property of its personnel and injuries to or disease or death of its personnel,
regardless of the cause of or reason for said damage, loss, injuries, disease or death and even
if caused by negligence of any other SIGNATORY.
4. The UNDERSIGNED PARTY undertakes to obtain from its insurers a waiver of rights of
subrogation against all other SIGNATORIES in accordance with the provisions of this
Agreement governing the liability of the SIGNATORIES with regard to the OPERATIONS.
5. Notwithstanding paragraphs 1 and 2, in the event any property of the UNDERSIGNED PARTY
is lost or damaged in the course of transportation by aircraft and a SIGNATORY is the carrier,
the UNDERSIGNED PARTY shall be entitled to compensation from such SIGNATORY, within
the limits and within the conditions of such SIGNATORY’s insurance in accordance with
applicable national law or international conventions.
6. The UNDERSIGNED PARTY shall ensure that those of his subcontractors who are involved in
the OPERATIONS become SIGNATORIES and shall forthwith furnish COMPANY with the
original counterparts of this Agreement executed by its said subcontractors.
It shall furthermore advise COMPANY of its subcontractors which have not become
SIGNATORIES.
7. COMPANY shall upon request provide the UNDERSIGNED PARTY a copy of every
counterpart of this Agreement which is executed by another SIGNATORY.
8. This Agreement shall enure to the benefit of and become binding upon the UNDERSIGNED
PARTY as to any other SIGNATORIES upon the later of the date of execution by the
UNDERSIGNED PARTY and the date of execution of a counterpart hereof by such other
SIGNATORY.
Conversely this Agreement shall be binding upon the UNDERSIGNED PARTY only with
respect to contractors and subcontractors who have become SIGNATORIES prior to the
occurrence giving rise to a claim.
9. Any person or company performing works and/or services for COMPANY or another
SIGNATORY in connection with the OPERATIONS who has not entered into a formal contract
for the performance of such works and/or services may nevertheless become a SIGNATORY
by signing a counterpart hereof which shall, as to the subject hereof, govern the relationship
between such new SIGNATORY and the other SIGNATORIES and also by extension his
relations with COMPANY.
10. This Agreement shall be governed by and construed in accordance with the laws of France.
11. This Agreement may be executed in any number of counterparts as necessary but all such
counterparts shall together constitute one legal instrument.
Witnessed by Signed by
ANNEX 2
Whereas, COOPER CAMERON (UK) LTD (hereinafter referred to as SUPPLIER) has entered into a
contract or agreement reference number TSP/OPD/ E 105 dated 22nd October 1999 with TOTAL
SOUTH PARS (hereinafter referred to as COMPANY) regarding the performance of services for
COMPANY’s operations in connection with, related to, or in support of the South Pars Field
Development Project, Phases Two and Three, (hereinafter referred to as OPERATIONS);
and whereas SUPPLIER has subcontracted wholly or partly the performance of such services to
...................................................................... (hereinafter referred to as the UNDERSIGNED PARTY);
and whereas COMPANY, SUPPLIER and the UNDERSIGNED PARTY may have entered into
contracts or agreements with others for the performance of work and/or services in connection with,
related to, or in support of the OPERATIONS and certain of said others have signed, or may sign,
counterparts of like mutual Agreements (all the signatories of such Agreements relating to the
OPERATIONS being hereafter designated as SIGNATORIES);
and whereas the SIGNATORIES wish to modify their relationship under the general law and avoid
entirely disputes as to their liabilities for damage or injuries to their respective property or employees.
Now, therefore; the UNDERSIGNED PARTY, in consideration of the reciprocal covenants of the other
SIGNATORIES agrees with them that:
1. The UNDERSIGNED PARTY waives all rights of recourse against and shall indemnify, defend
and hold harmless the other SIGNATORIES from and against any damage or loss of property
the UNDERSIGNED PARTY owns, or has in its possession by virtue of an arrangement made
with an entity which is not a SIGNATORY, and for any indirect or consequential loss resulting
from such damage or loss even in case of negligence of any other SIGNATORY (including
legal expenses).
2. The UNDERSIGNED PARTY shall have no liability whatsoever for damage to or loss of
property in its possession by virtue of an arrangement made with another SIGNATORY.
3. The UNDERSIGNED PARTY waives all rights of recourse against and shall indemnify, defend
and hold harmless the other SIGNATORIES from and against any loss or liability (including
legal expenses) arising out of or in relation to any claim or cause of action for loss of or
damage to property of its personnel and injuries to or disease or death of its personnel,
regardless of the cause of or reason for said damage, loss, injuries, disease or death and even
if caused by negligence of any other SIGNATORY.
4. The UNDERSIGNED PARTY undertakes to obtain from its insurers a waiver of rights of
subrogation against all other SIGNATORIES in accordance with the provisions of this
Agreement governing the liability of the SIGNATORIES with regard to the OPERATIONS.
5. Notwithstanding paragraphs 1 and 2, in the event any property of the UNDERSIGNED PARTY
is lost or damaged in the course of transportation by aircraft and a SIGNATORY is the carrier,
the UNDERSIGNED PARTY shall be entitled to compensation from such SIGNATORY, within
the limits and within the conditions of such SIGNATORY’s insurance in accordance with
applicable national law or international conventions.
6. The UNDERSIGNED PARTY shall ensure that those of his subcontractors who are involved in
the OPERATIONS become SIGNATORIES and shall forthwith furnish COMPANY with the
original counterparts of this Agreement executed by its subcontractors.
It shall furthermore advise COMPANY of its subcontractors which have not become
SIGNATORIES.
7. COMPANY shall upon request provide the UNDERSIGNED PARTY a copy of every
counterpart of this Agreement which is executed by another SIGNATORY.
8. This Agreement shall enure to the benefit of and become binding upon the UNDERSIGNED
PARTY as to any other SIGNATORIES upon the later of the date of execution by the
UNDERSIGNED PARTY and the date of execution of a counterpart hereof by such other
SIGNATORY.
Conversely this Agreement shall be binding upon the UNDERSIGNED PARTY only with
respect to contractors and subcontractors who have become SIGNATORIES prior to the
occurrence giving rise to a claim.
9. Any person or company performing works and/or services for COMPANY or another
SIGNATORY in connection with the OPERATIONS who has not entered into a formal contract
for the performance of such works and/or services may nevertheless become a SIGNATORY
by signing a counterpart hereof which shall, as to the subject hereof, govern the relationship
between such new SIGNATORY and the other SIGNATORIES and also by extension his
relations with COMPANY.
10. This Agreement shall be governed by and construed in accordance with the laws of France.
11. This Agreement may be executed in any number of counterparts as necessary but all such
counterparts shall together constitute one legal instrument.
Witnessed by Signed by
ANNEX 3/A
(PERFORMANCE GUARANTEE)
PURCHASE ORDER or to pursue all remedies available to it against SUPPLIER shall in any
way release GUARANTOR from all or any part of its liabilities under this Guarantee.
VIII. GUARANTOR shall pay any sum demanded by COMPANY hereunder within fifteen (15)
calendar days after the date of receipt of COMPANY’s demand.
IX. This Guarantee shall remain valid from EFFECTIVE DATE until expiry of the warranty period set
out in the CONTRACT.
X. The amount of this Guarantee as established pursuant to paragraphs III and IV above shall be
reduced by the amount of any payments made by GUARANTOR to COMPANY hereunder.
XI. Terms used in this Guarantee which are defined in the CONTRACT shall have the meanings
given to them in the CONTRACT.
XII. This Guarantee shall be interpreted in accordance with the laws of the French Republic and any
proceedings for enforcement shall be brought before the competent Court of PARIS, France.
XIII. GUARANTOR represents and warrants that this Guarantee has been established in such forms
and with such content that it is fully and freely enforceable against GUARANTOR in the manner
provided in paragraph XII above.
XIV. The benefit of this Guarantee may be assigned, held on trust or charged by COMPANY.
(Date)
............................
(Common Seal of Signature of GUARANTOR or such other formality as may be required under the
law to render a unilateral promise binding on the GUARANTOR).
ANNEX 3/B
BANK GUARANTEE
FORM OF DEMAND
To:
Dear Sirs,
We refer to the above Bank Guarantee given by you to us. This is the Demand as defined in the Bank
Guarantee.
Terms defined in the Bank Guarantee shall have the same meaning in this Demand.
We certify that the SUPPLIER is in breach of the PURCHASE ORDER and hereby demand that you
pay to us .... ...........................................
The monies are to be paid into our Account N°: ...................................... with .....................................,
...................................................................
Dated,
..........................., ...
By:
For:
ANNEX 4
DATED : ...................................
Between :
and
1. Pursuant to the CONTRACT, it is hereby certified and agreed, by the issuance of this Final
Acceptance Certificate that SUPPLIER has, in respect of PURCHASE ORDER N°
………………, fulfilled his Warranty obligations pursuant to Sub-Article 15.1 of CONTRACT.
2. Issuance of this Final Acceptance Certificate shall not relieve SUPPLIER from any other
obligations under the CONTRACT or at law.
............................................................... ...............................................................
(COMPANY) (SUPPLIER)
Signature : Signature :
Name : Name :
Position : Position :
Witness : Witness :
EXHIBITS
For
EXHIBIT A
TECHNICAL SPECIFICATION /
DESCRIPTION OF EQUIPMENT
EXHIBIT A
TECHNICAL SPECIFICATIONS /
DESCRIPTION OF EQUIPMENT
CONTENTS
1. GENERAL INFORMATION
2. WELL CONDITIONS
6. MATERIAL REQUIREMENTS
TECHNICAL SPECIFICATIONS
1. GENERAL INFORMATION
1.1 This specification defines the requirements for supply of the complete drilling and
production wellhead assemblies, drilling risers and relevant accessories.
1.2 The equipment will be installed on the two wellhead platforms of the Total South
Pars development in the South Pars Field, offshore IRAN.
Each platform has fifteen slots (3x5) with 2.286m spacing between slots. The
distance between the lower deck and mezzanine deck will be 3m and the distance
between the mezzanine deck and the upper deck will be 5.958m.
2. WELL CONDITIONS
CO2 : 2.5 %
H2S : 0.4 %(K4), 1 %(K3,K2)
CO2 pp @ Surface Conditions : 104 psi
H2S pp @ Surface Conditions : 42 psi
CO2 pp @ Downhole Conditions : 132 psi
H2S pp @ Downhole Conditions : 53 psi
Water production from the reservoir is not expected but water of condensation is likely to be
around 0.5 - 1 bbl/MMscf
Chemicals in use:
The following is a list of chemical types the completion equipment may be exposed to
during its life:
• Acids (15% & 28% HCl)
• Defoamers
• Oxygen Scavengers
• Biocides
• Corrosion Inhibitors
• Hydrate Inhibitors
• Scale Dissolvers
• Demulsifiers
• Diesel
3.1 Wellhead equipment shall be in accordance with API SPEC 6A (latest edition) where
relevant.
- Retained fluid HH (NACE MR 0175 (latest edition) and High CO2), temperature U
(0° F to + 250° F), API 6A PSL 3, PR-2, API Q1, plus specific requirements.
3.4 Any intended welding shall be mentioned. Welding procedures shall be submitted to
and approved by TOTAL SOUTH PARS. This can be accomplished in the approval
by TOTAL SOUTH PARS of the Quality Plan as specified in Exhibit B.
3.5 Equipment shall also comply with TOTAL SOUTH PARS specifications DRL-010.
3.6 All items shall be identified by stamped numbers/letters for identification / traceability
(except boltry). All significant items shall be marked " TOTAL SOUTH PARS " in a
clear, visible and lasting manner.
4.1 The equipment shall be rated for minimum 6,500 psi working pressure, except where
noted otherwise, and designed for operation in conditions described in Section 2 of
this Exhibit.
Wellhead and X-mas tree equipment shall meet at least the requirement of API
specification 6A (latest edition). For some items API 14D will be required.
The API Monogram will be required for all items where applicable. The 6500 psi
equipment will be API monogrammed for 5000 psi as a minimum, stating 6500 psi
as MWP.
Bending capacities of all the connections on the tree will be as per API 6 AF for
5000 Psi connection.
4.2 The SUPPLIER shall be responsible for the complete design of all equipment
detailed in this specification as well as the procurement and supply of all material
required for its manufacture. All material shall be new and meet the latest
requirements of all relevant standards referenced in this specification.
4.3 Should any conflict occur between any of the sections included in this Exhibit the
SUPPLIER shall refer to TOTAL SOUTH PARS in order to resolve such conflict.
4.4 Compliance with specification or any other referenced specification does not relieve
the SUPPLIER of responsibility of furnishing equipment of proper design and
construction in order to meet the specified operating performances.
4.6 The equipment shall be painted (white color) in accordance with the SUPPLIER
standard procedure for Persian Gulf offshore application. These procedures shall
be submitted to TOTAL SOUTH PARS for approval. TOTAL SOUTH PARS reserves
the right to upgrade them if deemed necessary.
4.8 Drilling wellheads will be installed from a cantilever jack-up over the wellhead
platform. In addition the Xmas trees will be installed on the wellhead, fully
assembled. SUPPLIER shall provide necessary lifting system (fully third party
certified) with the equipment to facilitate these operations. Lifting system will feature
preferentially a single lifting point allowing fully assembled tree to be hanging in
vertical position.
4.9 Bore protectors shall be provided for each phase. These shall fully protect polished
sealing sections from damage, allow full gauge bits to be run unless otherwise
specified and be supplied complete with running / pulling tools. These shall be
positively locked in place / retained and made of non-aggressive but wear resistant
material.
Cleaning tools shall be proposed to remove cement and dirt from sealing areas.
Plug type testers shall be designed to pressure test the spool connections and the
BOPs to their nominal working pressure. They can be combined with bore protector
running / retrieving tools.
4.10 Wellheads will be disposed in a square pattern 2.286m x 2.286m spacing. The
design of the wellhead and Xmas tree assemblies and all attachments must easily
allow space to perform all normal operations on them and neighbouring wellheads
and trees.
4.11 All casing and tubing hangers (premium) shall be threaded to TOTAL SOUTH PARS
internal threading and gauging procedures. These procedures shall be provided.
All hangers shall have the capability for 2 re-cuts on the premium threads. All
threading of hangers shall follow the TOTAL SOUTH PARS specification for
threading and gauging of premium connections.
4.12 Erosion corrosion is a concern for the wellhead material selection. This shall be
taken into account in the design/wellhead material selection process.
4.13 Documentation
SUPPLIER shall provide, with the first equipment delivery, 6 sets of all
documentation including blue prints with the envelop dimensions and complete
description of all assemblies and parts, part number lists, metallurgy and pertinent
procedures for assembling, testing, operating and repairing the equipment.
A video film recorded during the stack up test and 4 CD Rom of wellhead nippling
up sequences will be also provided for rig crews.
• 20¾" casing head housing with 20¾" x 3000 psi WP clamp hub top by
5
18 /8" buttress box threaded bottom, with eight circulating slots for
maximum flow-by volume.
• Complete with two 21/16" x 3000 psi WP studded side outlets.
• Bottom end of casing head housing to include landing shoulder to land
on 45 degree landing ring in top of 26" conductor.
• Minimum bore of housing to be 17.467".
• Housing to be designed to be run with VR plugs in side outlets.
• Side outlet equipment: one 21/16" x 3000/5000 psi WP flanged gate valve,
blind flange tapped ½" NPT with block and bleed valve and pressure
gauge in one side (0-3000 psi). Other side with recessed blind flange,
tapped ½" NPT plus needle valve. (Note: control plug in recessed blind
flange side).
• 20¾" x 3000 psi WP clamp assembly
• Studs, nuts, ring gaskets, etc.
3
5.2 13 /8 " Casing Hanger Assembly
•
3 3
13 /8" mandrel type fluted casing hanger with 13 /8" buttress female bottom
connection and extended neck top for pack off in compact spool.
• 133/8" casing hanger seal assembly to be run through BOP and pressure tested
through housing before BOP removal.
• Seal assembly to be easily removable for replacement.
• Hanger and primary seal to be positively locked in place.
• Two stage compact spool with 20¾" x 3000 psi WP clamp hub bottom by
135/8" x 6,500 psi WP hub top.
• Side outlet preparation to be:
- two 21/16" x 5000 psi WP studded outlets at lower stage,
- two 21/16" x 6500 psi WP studded outlets at upper stage with double
metal seal.
Upper outlets with SRL metal seal preparation.
All outlets to have buried thread for control plugs.
• Minimum bore of the spool shall be 13.300”
• Landing shoulders be designed for weight of proposed casing / tubing
strings plus additional loads due to plug type testers.
• No tie down screws allowed.
• Seals shall be metal to metal type.
• Bottom section of spool should be equipped to accommodate 133/8"
hanger neck with metal to metal secondary seal.
• Each stage to have porting to enable the separate testing of the casing
metal/metal seal assemblies. Ports to be clearly identified and have
bleeding facility to allow release of any built-up pressure.
• Spools to be designed to allow easy use of emergency 10¾" casing
landing slips and metal / metal seal by means of splitting the spool.
• Upper stage is designed to accommodate a single DHSV control line. On
the outside, control line outlet is to be fitted with a block having an
integral needle valve system to provide a second safety barrier when
changing out the external needle valve.
• Spool steel to be suitable for H2S gas with maximum hardness 22RC.
• All ring gasket grooves shall be lined with Inconel 625.
• Side outlet equipment - lower stage. One outlet with one 21/16" x 5000 psi
WP flanged gate valve, blind flange with ½" NPT block and bleed valve
and pressure gauge (0-5000 psi). One outlet with 21/16" x 5000 psi WP
flanged gate valve, blind flange with ½" NPT needle valve.
• Side outlet equipment - upper stage. Double metal seal preparation on
each outlet One outlet with two gate valves 6500 psi WP (Nominal 21/16"),
blind flange with 1 ´ DXWRFODYH EORFN DQG EOHHG YDOYH DQG SUHVVXUH
gauge (0-10000 psi). On the other side one gate valve 6500 psi WP
(Nominal 21/16") and blind flange with 1 ´DXWRFODYHSOXJ
•
• Companion flange x 2" WECO fig. 1502 female and 2" WECO plug with
9/16” Autoclave plug (four assemblies only).
• 135/8" x 6500 psi WP clamp assembly
• Studs, nuts, ring gaskets, etc.
• 10¾" mandrel type fluted casing hanger (sufficient flow area for fluid returns
during cementing (minimum area to be indicated).
• Bottom to be threaded VAM TOP female with sufficient neck length to allow easy
make-up to 10¾" casing nipple.
• Material to be suitable for H2S service.
• Seal Assembly to have the following features:
- Metal to metal type.
- Installed through BOP.
- Mechanically energised.
- Designed for easy removal or replacement in case of test failure.
- Shall allow for dirt / particle presence.
- Damage tolerant
• Both hanger and seal assembly to be positively locked in place.
General Specifications
•
5
13 /8" nominal 6500 psi WP.
• Top with extended neck for metal seal with Xmas tree.
• Extended neck threaded with left-hand ACME thread or equivalent.
• Internal preparation for 7" wireline set tubing plug (the profile dimensions will be
provided after wireline plug selection).
• Bottom with metal sealing to compact head.
• Bottom tonguing neck threaded with 7" VAM TOP-I CRA box thread, copper
plated (if required).
• Tonguing neck long enough to allow easy make-up to 7” tubing, plus allowance
for thread re-cutting twice, in case of damage.
• Metal seal connections to hanger body for ¼" continuous control line through
hanger. Control line outlet for outside control from compact head.
• Material solid Inconel 718.
The Xmas tree (63/8" bore x 6500 psi WP) to be designed according to the following
concept:
• Solid T-block with two integrated master valves and integrated swab valve, one
integrated wing valves with 90° outlet on one side and one 90° outlet (31/16" x
6500 ) on the other side with buried thread for control plug.
The upper master valve is equipped with an hydraulic actuator with wireline cutting
capability. The lower master valve is manual. The bottom part of the block has a
clamp connection (6500 psi WP) (for connection with compact spool) and is
prepared for tubing hanger neck metal sealing.
All remaining valves are manual. On one side, the 31/16" outlet shall be equipped
with a blind flange tapped 11/8" autoclave.
On the other side, wing valve outlet is equipped with a 90° flanged/studded block
(with 1 autoclave port on the back side of the flange) followed by a double flanged
gate valve equipped with a hydraulic actuator.
The top part of the block is studded (6500 psi WP) with double metal seal
preparation and equipped with a flanged tree-cap with 9½" Otis quick union thread
covered by 6500 psi WP tree cap with an autoclave tap plus block and bleed valve
and 10000 psi WP pressure gauge.
General Specifications
• Solid T-block with two master valves plus one swab valve, one wing valve and
with 135/8" - 6500 psi WP clamp connection on bottom.
• Preparation for tubing hanger neck metal seal on bottom. Preparation for
secondary metal seal on top. Continuous flush bore is required.
• Two master gate valves 63/8" - 6500 psi WP, the lower one manual, the upper
one with hydraulic actuator (wire line cutting) with manual operator.
• One manual wing valves 63/8" - 6500 psi WP with 90° studded outlets.
• One manual swab valve 63/8" - 6500 psi WP with studded outlet.
• One wing outlet is fitted with VR plug and 31/16" - 6500 psi WP blind flange
tapped 11/8" autoclave with plug. The other wing outlet is equipped with a 90°
block (71/16" - 6500 psi WP flange by 7 1/16" - 6500 psi.studded) with one port
9
/16" autoclave on the back side, 63/8" - 6500 psi WP double flanged gate valve
equipped with hydraulic actuator.
• Swab valve outlet is fitted with 71/16" - 6500 psi WP bottom connection x 9½" Otis
quick union complete with blanking plug and lifting eye top connection tree cap.
Tree cap is tapped 11/8" autoclave with block and bleed valve and 10000 psi WP
pressure gauge.
• Companion flange 71/16" - 6500 psi WP with 3" WECO fig. 1502 female and 3"
WECO plug with ½" NPT plug (four assemblies only).
• Companion flange 31/16" - 6500 psi WP with 3" WECO fig. 1502 female and 3"
WECO plug with 9/16” Aotoclave plug (two assemblies only).
• Manual gate valve 31/16" - 6500 psi WP for well servicing operations (two
assemblies only).
• Material as per detailed metallurgy for Section 7.2
Note: For all sections, equipment must be complete with studs, nuts, ring gaskets
and all necessary accessories.
• 20¾" slip type - casing head housing, 20¾" x 3000 psi WP hub top by
185/8" slip-lock down assembly bottom with two 21/16" x 3000 psi WP
studded outlets.
• Complete with injection port (or equipment).
•
3
Wrap around emergency 13 /8" casing slips.
• Separate primary seal assembly.
• Seal assembly to be positively locked in place.
5.7.6 13 ´&RQWLQJHQF\7XELQJ+HDG
5.7.7 13 ´&RQWLQJHQF\7XELQJ+HDG$FFHVVRULHV
• Side outlet equipment: one side with 2 1/16” x 6500psi WP flanged gate
valve, companion flange and pressure gauge. Other side with blind
flange taped ½” NPT plus needle valve (control plug in blind flange side).
5.8.1 Wear bushing (positively locked in place) for 20¾" casing head housing.
5.8.2 Wear bushings for compact spool to protect all areas during 12¼" and 8½"
drilling phases. Bushings to be positively locked in place.
5.8.3 Wear bushing for contingency tubing head (positively locked in place.)
3
5.8.4 20¾" x 3000 psi WP pressure cap, to accommodate 13 /8" hanger stub (for
temporary abandonment)
5
5.8.5 13 /8" x 6500 psi WP pressure cap, to accommodate 7” hanger stub (dummy
or tubing) for temporary abandonment.
5.9 Tooling
5.9.2 20¾" casing head housing bore protector and plug tester running tools.
5.9.4 133/8" casing hanger and 133/8" seal assembly running tools.
5.9.5 10¾" casing hanger and 10¾" seal assembly running tools.
5.9.7 7" tubing hanger and seal assembly running tools. The tubing hanger
running tool will allow the wireline plug to pass through.
5.9.8 Compact spool bore protector and plug tester running tools.
5.9.10 Contingency tubing head bore protector and plug tester running tools.
3
5.9.17 Transportation skid for 6 /8" Xmas tree assembly with slings for transfer of
equipment from base to offshore rig. Skid and slings to be certified by third
party.
5.9.19 VR plug removal tool complete, 6500 psi WP with adapters for 21/16" and
31/16".outlets and spare parts.
• Drilling riser, 20¾" x 3000 psi WP clamp hub x 20¾" x 3000 psi WP
clamp hub. Approx. length 8.0m. Inconel 625 lined ring grooves, 4
certified pad eyes welded on riser body (for vertical and horizontal
handling).
• Lifting flange 20 ¾" x 3000 psi WP x 4½" IF tool joint box thread.
5
5.10.2 13 /8" Drilling Riser Assembly
•
5 5
Drilling riser, 13 /8" x 6500 psi WP clamp hub by 13 /8" x 6,500 psi WP
clamp hub. Approx. overall length 7.0 m. Inconel 625 lined ring grooves,
4 certified pad eyes welded on riser body (for vertical and horizontal
handling).
The expected critical well conditions imply the choice of metal seal technology for all
well wetted sealing parts. (Metal sealing is extended to the upper stage compact
head where both the lower part of tubing hanger and production casing will be fitted
with metal seal. Upper side outlets will also be fitted with secondary metal seals.
Other features for head and accessory are standard).
All equipment and accessories will be selected to offer maximum safety together
with ease of operation and maintenance for 30 years service.
Gate valves
• Sealing between gate and seat, and seat to body: metal seal.
• Simple design allowing the gate to float for a better sealing against seat.
• Metal seal back seating on stem allowing stem packing replacement with
pressure in the valve.
Actuators
Hydraulic actuators are required with manual lock as back up, designed for high
pressure, with the following requirements:
• Design control pressure 3000 psi (should be able to work down to 2000 psi).
• Ability to remove easily the actuator section from bonnet in the field with
pressure in the valve.
• Non-pressurised housing.
An internal preparation for a valve removing plug with safety check valve as second
safety barrier will be provided.
These components can be well-wetted, and therefore should be manufactured from
appropriate materials.
Control line outlet system shall be on the upper stage of the compact spool, and on
the contingency tubing head.
All to feature metal sealing with internal check valve (autoclave type).
6. MATERIAL REQUIREMENTS
6.1 General
Due to the corrosive environment, CRA material is selected for South Pars Field well
completion equipment. For tubulars, cold-worked austenitic alloy type UNS 8028 (or
equivalent) is selected as the most appropriate material according to the South Pars
Field gas composition.
All well-wetted parts of the production wellhead must match this choice and have at
least the minimum properties of tubing material regarding corrosion.
According to the above and current CRA application to wellhead, the general
metallurgy shall be:
Studs and nuts shall meet NACE MR0175 (latest edition) requirement for Class 1
bolting. (ASTM A 193 grade B7M bolts, coated with friction reducing coating).
Studs and nuts shall be supplied with bolt protection caps.
It must be also noted that the outside of wellhead and particularly small accessories
parts (fittings, plugs etc.) will be submitted to the severe marine corrosion of the
Persian Gulf Area: Appropriate CRA material shall be supplied for these parts in
order to avoid any pitting, crevice or general corrosion for 30 years service.
* Section 3 Xmas tree : Solid block, valve bonnets, flanges, tree cap,
double flanged wing valve, and well-wetted
parts of actuators: cladded with inconel 625 on
4130 base material.
Note: Wireline cutting capability on upper master valve is to be considered for hard-facing
selection.
• Companion or tapped blind flanges, and instrument flanges: Solid CRA (Inconel 718) or
cladded Inconel 625, according to the best cost.
• Small accessories well-wetted and /or submitted to long term marine corrosion (grease
and test ports fittings, plugs, needle valves, gauges): Hastelloy C276.
7. DESCRIPTION OF EQUIPMENT
3
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1 1
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3
SECTION 4 : 10 /4" CASING HANGER & SEAL ASSY
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EXHIBIT B
MILL ACCEPTANCE /
INSPECTION SPECIFICATIONS
CONTENTS
INSPECTION
SUPPLIER to provide all pertinent details on standards of testing, inspection and certification.
The wellhead items will be subject to inspection at mill by COMPANY’s inspectors who will apply
the inspection procedures and standards detailed in QA/QC Basic Requirements, TOTAL SOUTH
PARS Mill Acceptance Standards, and the SUPPLIER’s Quality Plan duly approved by COMPANY.
TESTING
Supply includes:
INSPECTION SPECIFICATIONS
Purpose
The Quality Plan defines the basic requirements for the design, manufacture and
test of equipment supplied by wellhead manufacturers. Quality assurance / quality
control procedures and standards to be utilised shall meet or exceed API 6A (latest
edition) PSL 3+, API Q1 specification for quality programmes plus some specific
requirements, and TOTAL SOUTH PARS mill acceptance inspection specifications
DRL010., attached.
Application
This part of the QA/QC plan applies to low alloy steel designed for high pressure,
H2S service viz. compact head, and is summarised as:
This part of the QA/QC plan applies to cladded and CRA equipment designed for
high pressure, corrosive environments viz. Xmas tree, tubing hanger and
accessories, and is summarised as:
• Retained fluid HH (NACE and High CO2), temperature U (0º F to + 250º F), API
6A PSL 3+, PR-2, API Q1, plus specified requirements.
These monitor points will give TOTAL SOUTH PARS the option to witness
these operations, however these are not classified as hold points and the
operation will proceed on schedule if TOTAL SOUTH PARS is not present:
Clad Thickness
Assembly Testing
Thread Inspection
CRA special Premium threads VAM TOP I cut in tubing hanger shall be cut
and inspected to TOTAL SOUTH PARS specification.
Actuators
Elastomers
Storage
The SUPPLIER shall have adequate storage conditions and procedures for
non metallic products. This shall include:
• Proper packaging
Manufacturing facility
Domestic field locations
International field location.
ATTACHMENT
SP- DRL-010
EXHIBIT C
EXHIBIT C
Specification for internal and external protection shall be proposed in SUPPLIER’s Quality Plan for
COMPANY approval.
In general, equipment shall be painted in accordance with SUPPLIER’s standards procedures for
Persian Gulf Offshore application. COMPANY reserves the right to upgrade them if deemed
necessary.
EXHIBIT D
EXHIBIT D
Specification for shipping and storage shall be proposed in SUPPLIER’s Quality Plan for
COMPANY approval.
EXHIBIT E
DELIVERY SCHEDULE
EXHIBIT E
DELIVERY SCHEDULE
FORWARD
1. Items Description
The items are briefly described in this exhibit. The full description can be found in the
exhibit ‘A’.
2. Delivery Schedule
3
4.1 CASING HANGER, MC2 TYPE, 13 5/8" NOM X 10 /4" 2 4 3 4 4 4
VAM TOP
4.2 SEAL ASSEMBLY - MC2 13 5/8" NOM FOR 103/4" 2 4 3 4 4 4
HANGER, CRS
SECTION 11 : MISCELLANEOUS
EXHIBIT F
PRICE SCHEDULE
EXHIBIT F
PRICE SCHEDULE
The following quoted items, briefly described, refer to the equipment detailed in Exhibit ‘A’ under
the same Item Number.
6.1 XMAS TREE ASSY 6 3/8” NOMINAL, TYPE FLS SINGLE STRING Piece 91,353.00
6.2 TREE CAP ASSEMBLY, 7-1/16” x 6500 FLANGE BOTTOM Piece 5,289.38
6.3 VR PLUG 3” W/ NON ROTATING SEAT, INCONEL 718 MATL Piece 1,248.00
6.4 RECESSED BLIND FLANGE 3 1/8” X 6500 W/ 1 1/8 AUTOCLAVE Piece 2,482.35
6.5 GATE VALVE 6 3/8” 6500 FLS, PREPARED FOR CAMERON MSV Piece 22,051.00
6.6 CAMERON MODEL MSVW HYDRAULIC WIRECUTTING ACTU. Piece 20,709.00
6.7 CAMERON MODEL MSV HYDRAULIC ACTUATOR Piece 19,057.00
6.8 90 DEGREE ELBOW 7 1/16” X 6500 FLANGED/STUDDED Piece 12,286.00
6.9 RING GASKET RX 46, INCONEL 825 Piece 273.00
6.10 RING GASKET RX 35, INCONEL 825 Piece 176.48
6.11 RING GASKET BX 160, INCONEL 825 Piece 427.05
6.12 BLOCK AND BLEED VALVE 9/16” AUTOCLAVE, M X F Piece 255.45
6.13 PRESSURE GAUGE 10000 PSI, 9/16” AUTOCLAVE MALE Piece 255.45
6.14 6 7/8” SRL METAL SEAL 6.5” ID:, INC 718 (FOR TOP CAP) Piece 1,417.65
1
6.15 7 /16"-6500 FLANGE X 3" FIG 1502 FEMALE C/W MALE BLIND Piece 2,292.23
6.16 3 1/8"-6500 FLANGE X 3" FIG 1502 FEMALE C/W MALE BLIND Piece 1,674.08
6.17 MANUAL GATE VALVE 3 1/8” 6500 FLS, FLANGED ENDS Piece 17,624.10
3
7.1 EMERGENCY CASING HEAD HOUSING, 20 /4" 3000 WP CLAMP Piece 12,516.08
7.2 EMERGENCY CSG HANGER 13 3/8”, SLIP TYPE, 20” X 13 3/8” Piece 5,414.18
7.3 EMERGENCY CASING HANGER PACK OFF SEAL 13 3/8”, CANH Piece 9,758.78
7.4 EMERGENCY CASING HANGER – 13 5/8" NOM X 103/4" CASING Piece 2,357.55
3
7.5 SEAL ASSEMBLY - TYPE CRS- FOR 10 /4" EMERG CSG HANGR Piece 13,827.45
7.6 CONTING. ELASTOMER SEAL ASSY - TYPE MC2 FOR 103/4" Piece 6,935.18
7.7 SRL SEAL FOR TUBING HEAD (OPTIONAL) Piece 2,175.00
7.8 TUBING HEAD 13 5/8” 6500 CLAMP HUB TOP X BOT (OPTION.) Piece 13,919.10
9.25 HAMMER WRENCH FOR 1 3/8” STUD, STRAIGHT HANDL Piece 141.00
9.26 TUBING HANGER HANDLING SUB Piece 1,200.00
9.27 HIGH PRESSURE GREASE INJECTION PUMP COMPLETE Piece 3,250.00
9.28 AIR TORQUE WRENCH FOR FAST LOCK CLAMP Piece 4,576.00
9.29 COMPLETE TOOL BOX W/ HAND TOOLS (WRENCHES, Piece 645.00
9.30 SPECIAL TOOL TO RETRIEVE SRL SEAL Piece 432.00
12.90 SLYD RING (FOR 13 5/8” SEAL ASSY RUNNING TOOL) Piece 30.78
12.91 SLYD RING (FOR 13 5/8” SEAL ASSY RUNNING TOOL) Piece 24.29
12.92 CIRCLIP (FOR 13 5/8” SEAL ASSY RUNNING TOOL) Piece 4.37
12.93 CIRCLIP (FOR 13 5/8” SEAL ASSY RUNNING TOOL) Piece 3.83
12.94 KEY (FOR 13 5/8” SEAL ASSY RUNNING TOOL) Piece 128.70
12.95 SCREW SOCKET FLAT (FOR 13 5/8” SEAL ASSY RUNNING Piece 21.00
12.96 SPRING DETENT (FOR 13 5/8” SEAL ASSY RUNNING TOOL) Piece 3.18
12.97 NOSE DETENT (FOR 13 5/8” SEAL ASSY RUNNING TOOL) Piece 20.34
12.98 PLATE SEAL RETAINER (FOR 13 5/8” SEAL ASSY RUNNING Piece 156.08
12.99 SCREW SOCKET FLAT HEAD (FOR 13 5/8” SEAL ASSY RNG Piece 4.26
12.100 OMNISEAL W/ BACK UP RING (FOR 13 5/8” SEAL ASSY RNG Piece 132.30
12.101 O RING (FOR 13 5/8” WEAR BUSHINGS) Piece 7.63
12.102 LOBED SPLIT RETAINER RING (FOR 13 5/8” WEAR BUSHINGS) Piece 993.04
12.103 O RING (FOR 10 ¾” CASING HANGER RUNNING TOOL) Piece 33.03
12.104 SPIROLOX RETAINER RING (FOR JETTING TOOL) Piece 86.34
12.105 O RING (FOR JETTING TOOL) Piece 19.92
12.106 O RING (FOR JETTING TOOL) Piece 4.31
12.107 PIN (FOR 20” COMBINATION TOOL) Piece 28.37
12.108 SCREW SOCKET FLAT HEAD (FOR 20” COMBINATION TOOL) Piece 9.45
12.109 GT RING (FOR TUBING HANGER RUNNING TOOL) Piece 835.28
12.110 QUAD RING (FOR TUBING HANGER RUNNING TOOL) Piece 16.06
12.111 RING ANTI-EXTENSION (FOR TUBING HANGER RUNNING Piece 31.55
12.112 TS SEAL (FOR TUBING HANGER RUNNING TOOL & XMAS Piece 70.93
5DWH
3
13.1 RUNNING TOOL – 20 /4” 3000 CASING HEAD HOUSING, 18 5/8” Piece 9,700
13.2 PLUG PIPE PRESSURE, HEXAGONAL SOCKET, 1 ½” API LP Piece for all the
13.3 COMBINATION TOOL 20” NOM WEAR BUSHING - SEAL ASSY Piece tools
13.4 BOP TESTER PLUG FOR CASING HEAD, LOWER STAGE Piece listed in
13.5 SAVER SUB ASSY, 5 ½” NOMINAL MODIFIED STUB ACME Piece this
3
13.6 13 /8” CASING HANGER RUNNING AND RETRIEVING TOOL Piece section
13.7 103/4” CASING HANGER RUNNING AND RETRIEVING TOOL Piece 13 and
13.8 MC2 SEAL 13 5/8” NOMINAL RUNNING/ RETRIEVING TOOL Piece with the
13.9 TUBING HANGER RUNNING AND RETRIEVING TOOL Piece same
13.10 EYEBOLT, BS 4278 LATEST REVISION, 3/8” – 16 UNC- 2A Piece quantities
13.11 MC2 WEAR BUSHING RUNNING TOOL 4 ½” IF BOX X BOX Piece as per
13.12 BOP TESTER PLUG FOR MC2, LOWER STAGE, 4 ½” IF BOX X B Piece section
13.13 BOP TESTER PLUG FOR MC2, UPPER STAGE, 4 ½” IF BOX X Piece 13 in
13.14 JETTING TOOL FOR MC2 13 5/8” NOMINAL, 4 ½” IF BOX Piece Exhibit E.
13.15 TESTER CUP, F TYPE, FOR 18 5/8” –114#- 4 ½” IF BOX Piece
13.16 TESTER CUP, F TYPE, FOR 13 3/8” –68#- 4 ½” IF BOX Piece
13.17 TESTER CUP, F TYPE, FOR 10 3/4” –55.5#- 4 ½” IF BOX Piece
13.18 BLACK HAWK MANUAL HYDRAULIC PUMP 10,000 PSI Piece
13.19 PLASTIC PACKING INJECTION TOOL Piece
13.20 TRANSPORTATION SKID FOR XMAS TREE Piece
13.21 SLING ASSY, 4 LEGGED, 4.5 T SWL, AT 30 DEG TO VERT Piece
13.22 HAMMER WRENCH FOR 7/8” STUD, STRAIGHT HANDLE Piece
13.23 HAMMER WRENCH FOR 1 1/8” STUD, STRAIGHT HANDL Piece
13.24 HAMMER WRENCH FOR 1 3/8” STUD, STRAIGHT HANDLE Piece
13.25 TUBING HANGER HANDLING SUB Piece
13.26 HIGH PRESSURE GREASE INJECTION PUMP COMPLETE Piece
13.27 AIR TORQUE WRENCH FOR FAST LOCK CLAMP Piece
13.28 COMPLETE TOOL BOX W/ HAND TOOLS (WRENCHES, Piece
13.29 SPECIAL TOOL TO RETRIEVE SRL SEAL Piece
3
13.30 DRILLING RISER 20 /4" 3000 FASTLOCK SEGM CLAMP Piece
13.31 LIFTING FLANGE 20¾" 3000 FAST MAKE UP CLAMP Piece
13.32 DRILLING RISER 13 5/8” 6500 FASTLOCK SEGM CLAMP Piece
13.33 LIFTING FLANGE 13 5/8” 6500 FAST MAKE UP CLAMP Piece
Notes: 1. All rental tool rates calculated from arrival on rig site to departure from rig site.
Note: 1. All Service Engineer Rates calculated from arrival on job site to departure from job site.
2. Service Support: ABU DHABI / ASSALUYEH ?
3. Engineering Support: LEEDS U.K. / ABU DHABI U.A.E
4. Workshop Facility: ABU DHABI.
* This rate to be lump-sum for Mob/Demob inclusive of any hotels, meals, transportation, etc..
** Without accommodation and meal expenses.
*** Provide a cost per month for a service engineer on rotational basis (4 x 4) to work offshore or at
COMPANY’s base. If the accommodation and meals are not provided by COMPANY the lump sum
in item 4 will apply.
Note: Refer to CONTRACT Sub-article 6-2: Personnel shall be free of charge for the first 3 wells.
schedule
15.1 INITIAL COMMISSIONING PROGRAM
15.1.1 Systematic Hydrotest at the manufacturing plant on all complete One month Free of
wellheads (20 ¾” casing head housing and Unitised split prior charge
compact spool) delivery
15.1.2 Systematic Low pressure gas test at the manufacturing plant on One month Free of
st
1 set of complete wellhead (20 ¾” casing head housing and prior charge
Unitised split compact spool) delivery
15.1.3 Systematic Low pressure gas test at the manufacturing plant of One month Free of
7” tubing hanger installed in compact spool prior charge
delivery
15.1.4 Stack up test of 1st set of all complete wellhead (20 ¾” casing One month Free of
head housing and Unitised split compact spool) with 13 3/8” and prior first charge
10 ¾” casing hangers and 7” tubing hanger (including metal delivery
seals replacement, necessary redress of damaged parts)
st
15.1.5 Stack up test of 1 set of all complete wellhead (20 ¾” casing One month Free of
head housing and Unitised split compact spool) with 13 3/8” and prior first charge
10 ¾” Emergency slip and seal assembly (including metal seals delivery
replacement, necessary redress of damaged parts)
15.2 ADDITIONAL COMMISSIONING PROGRAM
15.2.1 Additional stack up test of one complete wellhead On CNY 43,000
request /
wellhea
d
15.2.2 Additional low pressure gas test on one complete wellhead On CNY NA
request
15.2.3 Additional low pressure gas test on one valve On CNY 400 /
request valve
VFKHGXOH
E. REBATES (US$)
Note: 1. Restocking charge is new purchase price less 40% and is limited to unused items under
CONTRACT Section 7 and one back-up set of items in Sections 1, 2, 3 and 4.
The total estimated contract value for materials and service personnel is Seven Millions Seven
Hundred Thirty Eight Thousand Two Hundred US Dollars (7,738,200 US$). This estimated amount
does not constitute a commitment from COMPANY.
EXHIBIT G
FINANCING
List of official Export Credit Agencies referred to in Sub-Article 17.7.1 of the AGREEMENT
.
COUNTRY ECA
OND
Belgium
EDC
Canada
COFACE
France
HERMES
Germany
SACE
Italy
JEXIM
Japan
NCM
Netherlands
KOEXIM
South Korea
CESCE
Spain
ECGD
U.K
Percentages indicated in the table are by reference to the initial CONTRACT price.
EXHIBIT G
Canada
France
Germany
Italy
Japan
Netherlands
South Korea
Spain
United Kingdom
TOTAL GOODS % %
Name of Supplier Nature of the Belgium Canadian French German Italian Japanese Dutch South Spanish British Souring Souring from other Souring from Local (Iranian)
equipment and Sourcing sourcing sourcing sourcing sourcing sourcing sourcing Korean sourcing sourcing from EEC countries outside OECD content (*) (**)
service rendered (*) (**) (*) (**) (*) (**) (*) (**) (*) (**) (*) (**) (*) (**) sourcing (*) (**) (*) (**) other included in the Countries
(*) (**) OECD previous column (*) except local
Countries (**) (Iranian)
(*) (**) content (*) (**)
Currency of Exchang M USD M USD M USD M USD M USD M USD M USD M USD M USD M USD M USD M USD M USD M USD
the e rate
contract/su into USD
b-contract
EXHIBIT G
Supplier
Goods and Services provided by Sub-
Suppliers of level 1-Purchase orders
already placed
Name of sub-Suppliers-References of
the sub-contract or purchase order (***)
Name of sub-Suppliers-References of
the sub-contract or purchase order (***)
‘’’
S.total
Total
TSP/OPD/ E 105
Name of Sub-Supplier of level 1 Nature of the Belgium Canadian French German Italian Japanese Dutch South Spanish British Souring Souring from other Souring from Local (Iranian)
equipment and Sourcing sourcing sourcing sourcing sourcing sourcing sourcing Korean sourcing sourcing from EEC countries outside OECD content (*) (**)
services rendered (*) (**) (*) (**) (*) (**) (*) (**) (*) (**) (*) (**) (*) (**) sourcing (*) (**) (*) (**) other included in the Countries
(*) (**) OECD previous column (*) except local
Countries (**) (Iranian)
(*) (**) content (*) (**)
Currency of Exchang M USD M USD M USD M USD M USD M USD M USD M USD M USD M USD M USD M USD M USD M USD
the sub- e rate
contract into USD
EXHIBIT G
Goods and Services provided by Sub-
Suppliers of level 2 of the sub-Supplier
of level 1-Purchase orders already
‘’’
S.total
Total
TSP/OPD/ E 105
EXHIBIT I
EXHIBIT I
Total South Pars Tour Atlantique
92911 – Paris la Défense Cedex, France.
P.O. Number : 18-Feb-1999
Commande N°
For TOTAL use only Zone à usage TOTAL Currency Total Amount
Devise Montant Total
Analytical account :
Originator : 0.00
R.Q. Nr. :
Destination :