(mono-block) Wheels

I s r a e l R a i lw a y s L t d .
P r o c u r e m e n t & C o n t r a c t in g D iv is io n
Tender No. MC/RC/08/11
For the Manufacture and Supply of
Various Types of Mono - Block Wheels (“Tender”)
General Terms and Conditions
Israel Railways Ltd. (“ISR”), in accordance with its obligations under the Israeli
Mandatory Tender Laws, its implementing regulations, wishes to obtain bids for:
The manufacture and supply of Solid Mono-block Wheels for various types of Rolling
Stock (collectively "the Mono-Block Wheels "); all in accordance with and subject to
the terms specified in these General Terms and Conditions and the accompanying
tender documents.
1.
Pre-requisites for Participation in the Tender (the “Pre-requisites”):
1.1. The bidder must be the manufacturer of the Solid (Mono-Block) Wheels.
1.2. The Bidder has supplied, commencing from 2006 and until the submission date,
at least one hundred fifty thousand (150,000) Solid (Mono-Block) Wheels
which were manufactured by the Bidder.
1.3. The manufacturer must be certified for a Quality Management System in
accordance with the ISO 9001:2008 for manufacture of wheels for rolling stock
and the IRIS standard.
1.4. To secure the validity of its proposal, the bidder must submit a bank guarantee to
the order of Israel Railways Ltd., in the amount of €150,000 (One Hundred
and Fifty Thousand Euro), in Euro currency only, valid at least until March
20 , 2012.
2.
Proof of Compliance with the Pre - Requisites
2.1. Bidders shall prove their full compliance with the Pre-Requisites specified in
Section 1, by submitting to ISR all the details, documents and confirmations
required under the provisions of the Pre-Requisites which shall include, inter
alia, the following:
2.1.1.
Bidders shall prove their full compliance with the Pre-Requisite set
forth in Section 1.1 by submitting a letter certifying that the bidder
is the manufacturer of the Solid (Mono – Block) Wheels the form
attached hereto as Appendix D1.
2.1.2.
Bidders shall prove their full compliance with the Pre-Requisite set
forth in Section 1.2 by submitting a signed and completed
experience and reference list, in the form attached hereto as
Appendix D2 evidencing that the manufacturer has manufactured
and supplied, commencing from 2006 and until the submission date,
at least one hundred fifty thousand (150,000) Solid (Mono-Block)
Wheels.
2.1.3.
Bidders shall prove their full compliance with the Pre-Requisite set
forth in Section 1.3, by submitting an original copy of a valid
certificate for a Quality Management System in accordance with the
ISO 9001:2008 and the IRIS standard. Such certification shall
remain valid at all times, up until and including the Proposal
Validity Period as set forth in Section 20.8 and the throughout the
Agreement Period.
2.2. Notwithstanding the aforesaid in Section 2.1, ISR shall have the right, in its
sole discretion, not to disqualify proposals which do not contain all the
documents and certificates necessary to prove its compliance with the Prerequisites. ISR shall have the right, in its sole discretion, to request from any of
the bidders, details and/or approvals and/or recommendations and/or certificates
and/or additional documents, necessary to enable ISR to reach the required
decisions.
2.3. The bidder shall undertake to maintain its compliance with the Pre-requisites
specified in Section 1 above, at all times, up to and including the Proposal
Validity Period as set forth in Section 20.8 and the throughout the Agreement
Period.
3.
Pre – Requisite – Section 1.2Above
ISR has decided to request experience as set forth in Section 1.2 above due to the
complexity of the works. In addition Bidder's experience has an effect on Bidders'
capability to perform the works required under this Tender.
4.
Terms of the Agreement
4.1. First Period – ISR shall be entitled to order Wheels during a period of three (3)
consecutive years from the Effective Date of the Agreement.
4.2. Extended Period – ISR may extend the First Period by one or several continuous
additional period(s). The aggregate duration of all such extended periods shall not
exceed three (3) years.
2
5.
The Bid Guarantee
5.1. As stated in Section 1.4, in order to secure the due, timely and complete
performance of each Bidder’s obligations under its proposal, including the validity
of its proposal, the Bidder shall submit an irrevocable Bank Guarantee to the order
of ISR, (the "Bid Guarantee").
5.2. In any event that a Bidder is requested to extend the Bid Validity Period, the
Bidder may be required to extend the term of the Bid Guarantee for the same
duration of the extension of the Bid Validity Period. ISR shall have the right, at its
sole discretion, to disqualify a proposal submitted by a Bidder who fails to extend
the term of the Bid Guarantee as required herein.
5.3. ISR shall be entitled, at its sole and absolute discretion, to exercise the Bid
Guarantee or any part thereof, and after the Bidder was given the opportunity to
present its arguments in case, inter alia, one of the following occurs: (1) during the
Tender procedure the Bidder acted in a misleading manner or with lack of good
faith (2) the Bidder provided misleading information or omitted material
information, (3) the Bidder retracted its proposal in the Tender after the
Submission Date, (4) after being selected as the winning Bidder in the Tender the
Bidder did not follow the instructions of the Tender which constitute a condition
for the engagement of ISR with the winning Bidder.
5.4. In addition and without derogating from this Section 5 above, starting from the
Effective Date as defined in the Agreement, the Bid Guarantee furnished by the
Winning Bidder for the purposes of the Tender shall secure the performance of all
of Supplier's obligations under the Agreement, until replacement thereof by the
Performance and Warranty Guarantee as defined in the Agreement. Upon the
receipt of the Notification of Winning Bid, the Bidder selected in the Tender shall
extend the validity of the Bid Guarantee submitted by it to ensure the continuing
effect of the Bid Guarantee, until replacement thereof by the Performance and
Warranty Guarantee as defined in the Agreement.
6.
Technical Requirements
The proposed Mono - Block Wheels must fully comply with all of the requirements
and terms included in the technical specifications attached hereto as Appendix A (the
“Technical Specifications”).
7.
Governing Agreement
The manufacture and supply of the Mono- Block Wheels, including but not limited to,
the price, terms of payment, scope of liability, responsibility and all other general and
legal terms for the engagement with the winning bidder (the “Supplier”), shall be
governed by the terms and conditions of the frame agreement attached hereto as
Appendix C (the “Agreement”). The Agreement and the appendices attached thereto
constitute an inseparable part of this Tender.
3
8.
Purchase Order
The Agreement will be exercised through Purchase Orders, as defined in the
Agreement. The minimum quantity of Mono - Block Wheels which shall be included
in a Purchase Order shall be as follows:
no less than 50 pieces of each type, excluding pos. 13, ALSTOM DE 900AS, drw.
ME 434.00.3. The minimum quantity included in a Purchase Order for this type of
Mono - Block Wheels shall be no less than 8 pieces.
9.
Delivery Terms
The terms of supply and delivery of the Mono – Block Wheels shall be “Delivered
Duty Unpaid” (DDU) (as that term is defined in Incoterms 2000, International Rules
for the Interpretation of Trade, ICC Publication No. 560) at Kishon Workshop in Haifa
Bay (the “Site”), in accordance with the term and the conditions specified in the
Agreement.
10.
Time of Delivery
The time of delivery for the supply of the Mono – Block Wheels shall not exceed
ninety (90) days DDU at Site from the issuance of a Purchase Order (“Time of
Delivery”).
11. Mandatory Industrial Cooperation
11.1. The Bidder must submit with its proposal a plan for the execution of industrial
cooperation in Israel, in the event that it is declared as the winning Bidder in the
Tender, all in accordance with the Israeli Mandatory Tenders Regulations
(Mandatory Industrial Cooperation) 5767 – 2007 (" Regulations").
11.2. In order to comply with section 11.1 above, the Bidder shall submit a signed
and completed Foreign Supplier's Industrial Cooperation Undertaking in the
form attached herein as Attachment D.
11.3. The signature of the Agreement with the winning Bidder shall be conditional
upon the Industrial Cooperation Authority's ("ICA") approval that the terms and
conditions stipulated in Chapter 2 of the Regulations have been met, including
the submittal to ICA of a plan for the execution of industrial cooperation in
Israel.
12. Optional Wheels
During the First Period and the Extended Period, as extended, ISR may purchase
additional wheels including, inter alia, wheels suitable for VOSSLOH EURO 3000
and/or VOSSLOH EURO 4000 and/or Old SD and/or other wheels similar to the
wheels and/or other complementary goods such as spare parts and maintenance goods
required for the wheels, all as specified in the Agreement (“Optional Wheels”).
4
13.
Warranty
The Mono- Block Wheels shall be fully warranted by the Supplier according to
Article 9 to the UIC 812-3 0 standard for a period of five (5) years commencing on
the manufacturing date, as marked on the Mono – Block Wheel (the "Warranty
Period").
14. Storage and preservation manuals
The bidder shall submit with its proposal two (2) sets of storage and preservation
instructions in English or in Hebrew (in PDF format).
15. Price Proposal
15.1. The bidder shall provide the proposed price for the manufacture and supply of
the Mono - Block Wheels in the Bidder’s Proposal Form attached hereto as
Appendix B (the “Proposed Price for the Mono - Block Wheels”) in accordance
with the following instructions:
15.1.1.
The bidder shall provide a proposed price in the "Price per
one mono – block wheels" column for each and every type of
Mono-block Wheels.
15.1.2.
The bidder shall multiply the proposed price in the "Price per
one mono block wheel" column by the quantity of Mono –
Block Wheels specified in the "Quantity" column for each
and every type of Mono-block Wheels. The bidder shall
specify the result in the "Total Price" column.
15.1.3.
The bidder shall specify the "Total Evaluated Price" in
Appendix B by adding all of the Total prices listed in the
"Total Price" column.
15.2. In the event of a contradiction between the Price per Unit and the Total Price,
the Price per Unit shall prevail.
15.3. Bidders must submit a proposal for all types of Mono - Block Wheels.
15.4. The Proposed Price for the Mono - Block Wheels shall be quoted in the
Bidder's Proposal Form in Euro currency only. The Proposed Price for the
Mono - Block Wheels is the final, complete and inclusive price that will be paid
to the Supplier for the Mono - Block Wheels and the accompanying services to
be provided by it. The Supplier shall not be entitled to any other payment, fee
or compensation whatsoever from ISR.
16. Terms of Payment
Payment by ISR to the Supplier shall be as set forth in the Agreement.
5
17.
Selection of the winning proposal
17.1. The criteria to be used by ISR for selecting the winning proposal shall include
the lowest PEP for the Mono - Block Wheels as set out in Section 5 of the
Bidder's Proposal Form (Appendix B).
17.2. When reviewing the proposals submitted, ISR reserves the right, in its sole
discretion, to take into consideration negative past experience of ISR and/or any
other entity with any particular bidder and ISR may reject any particular
proposal based solely on such past experience.
17.3. When reviewing the proposals submitted, ISR reserves the right, in its sole
discretion, to reject proposal of a Bidder which does not have the financial
strength required for the performance of the Agreement or that it's commercial
Proposal is significantly lower or greater than ISR's estimation.
18. Purchase of the Tender Documents
18.1. Tender documents are available for purchase as from August 7th, 2011 daily
from 09:00-15:00, except Fridays and Jewish holidays, upon payment (nonrefundable) of Seven Thousand New Israeli Shekels (7,000 NIS), including
VAT, at the following address: Israel Railways Ltd., Procurement &
Contracting Division, Tel Aviv Central Train Station – Savidor (Arlozorov),
Tel Aviv, Israel. It is hereby clarified that this amount shall not be refunded
under any circumstances.
18.2. Tender Documents will be received upon presenting a completed voucher,
indicating that the sum of 7,000 NIS has been paid in a bank or the postal bank.
18.3. Vouchers are available at the address set forth above and can be paid by cash
only. However, vouchers paid in the bank in which the payer has an account
may be paid by check.
18.4. Participation in the Tender shall be subject to Bidder's purchase of the Tender
documents as set forth in Section 18.1 above.
18.5. Tender documents are available for review at no charge, at the address specified
in Section 18.1 above or at ISR's web site (www.rail.co.il). Documents
comprising the Tender documents which are not published on the web site will
be available at their production cost.
19. Amendment of Tender Documents
At any time prior to the Submission Date, ISR may amend the Tender Documents
(including but without limitation these Tender Documents, the Technical
Specifications and the Agreement) by issuing notices to the Bidders. Any notice thus
issued, shall be deemed as an integral part of the Tender Documents, and shall be
communicated in writing. Each Bidder shall promptly acknowledge receipt of each
notice to ISR (however, such notice shall be binding upon each Bidder, regardless of
whether the Bidder has acknowledged receipt of the notice(s) or not).
6
20. Submission of Proposals
20.1. All proposals must be submitted no later than September 20, 2011 by 13:00
(Israel time) ("Final Submission Date") in three separate envelopes, as specified
below, which shall read Tender No. MC/RC/08/11 and shall be inserted in
another envelope which shall read Tender No. MC/RC/08/11 Main Envelope
(hereinafter: the “Main Envelope”) at the address set forth below.
20.2. The proposal shall be submitted by a single bidder. Proposals submitted by
more than one bidder will be disqualified.
20.3. The proposal is to be submitted in 3 copies into Tender Box No. 9, located at
the following address:
Israel Railways Ltd.
Contracting & Procurement Division – Tender Box #9
Tel Aviv Train Station – Savidor (Arlozorov)
Tel Aviv, Israel
20.4. The bidder is requested to read carefully all of the documents attached herein
and submit the following documents which should be included in the Main
Envelope, signed, where applicable, by the authorized signatory bodies.
20.5. A separate envelope which shall read “Commercial Proposal -Tender
MC/RC/08/11” shall be inserted in the Main Envelope and shall include only a
signed and completed Bidder's Proposal Form (Appendix B).
20.6. A separate envelope which shall read “Pre-requisites -Tender
MC/RC/08/11” shall be inserted in the Main Envelope and shall include the
following:
20.6.1.
A signed copy of the Agreement (Appendix C), including the
bidder’s relevant information in the heading thereof (excluding the
date) and including the Bank Account Form, attached to the
Agreement as Annex C (only the winning bidder is required to
complete part B of the Bank Account Form).
20.6.2.
Bidder's Evidence of Quality Management System in accordance
with the ISO 9001:2008 and the IRIS standard.
20.6.3.
A letter certifying that the bidder is the manufacturer of the Mono Block Wheels as specified in the Pre-requisite set forth in Section
1.1.
20.6.4.
A signed and completed experience and reference list (Appendix D).
20.6.5.
A bank guarantee as specified in the Pre-requisite set forth in
Section 1.4.
20.6.6.
A copy of the invoice evidencing the purchase of the Tender
documents.
7
20.7. A separate envelope which shall read “Technical Proposal - Tender
MC/RC/08/11” shall be inserted in the Main Envelope and shall include the
following technical information:
20.7.1.
A signed copy of the Technical Specifications (Appendix A).
20.7.2.
Company profile of the bidder and its expertise; relevant
information and data regarding the Mono - Block Wheels.
20.8. All submitted proposals must be valid until Twelve (12) months from the Final
Submission Date as set forth above (the "Proposal Validity Period"), and may
not be revoked or changed by the bidder during this period for any reason
whatsoever. In the event ISR shall not enter into a contractual relationship with
the winning bidder, for any reason whatsoever, and/or the agreement with the
winning bidder will be cancelled, ISR shall be entitled to elect, as a winning
proposal, the proposal which offered the next lowest Proposed Price for the
Mono - Block Wheels. The terms set forth in this Section shall apply, mutatis
mutandis, following the replacement of the bidder's proposal as aforesaid.
21. Validity period of the Proposals
21.1. Submission Date - The Bidder's Proposal shall be submitted by September 20,
2011 as set forth in Section 19.1 above.
21.2. Validity Period
21.2.1.
Bid Validity Period. Bids shall remain valid for a period of twelve
(12) months from the Submission Date (the “Bid Validity Period”).
Bids which were submitted may not be revoked or changed by the
Bidder prior to the expiration of the Bid Validity Period for any
reason whatsoever.
21.2.2.
Extension of Validity Period. Should ISR not reach a final decision
as to the Winning Bidder to be selected before the expiry of the Bid
Validity Period, it shall be entitled to request all Bidders, relevant at
such time, to extend the date of validity of their Bids by an
additional period, the duration of which will be determined by ISR.
21.3. No Additional Changes. Extension of the validity date of its Bid beyond the Bid
Validity Period shall not entitle the Bidder to change, amend, add or delete any
of the contents of its Bid. Any such change, amendment, addition or deletion
shall entitle ISR, at its sole and absolute discretion, to disqualify the Bidder
from any further participation in the Tender
22. Appendices
The following appendices are attached hereto:
Appendix A - Technical Specifications.
Appendix B - Bidder’s Proposal Form.
Appendix C - A copy of the Agreement.
8
Appendix D1-D2- Appendices with accordance to the Pre requisites specified in
Sections 1.1 and 1.2.
23.
General
23.1. A proposal reflecting any reservation regarding the attached documents or any
part thereof, including the Agreement or the appendices attached thereto,
whether by rejection, insertion or amendment to any part of the attached
documents, may be disqualified.
23.2. ISR shall not be bound to accept the lowest-priced proposal or any other
proposal whatsoever. In addition, ISR does not commit itself in any way to
acquire the Mono - Block Wheels or to enter into a contractual relationship with
any of the bidders.
23.3. Any of the Mono - Block Wheels acquired, shall be on a non-exclusive basis
and ISR, at its sole discretion, may at any time, obtain Mono - Block Wheels
from any of the bidders, and/or may acquire similar or identical Mono - Block
Wheels from any third party.
23.4. ISR shall issue Purchase Orders under the Agreement following the receipt of
the necessary budgetary approvals.
23.5. ISR, in its sole discretion, may decide not to select any of the submitted
proposals or may decide to cancel the entire Tender at any time.
23.6. All documents submitted in this Tender must be in English or Hebrew.
24. Request for clarifications and/or additional information
Any bidder may submit to ISR, in writing, inquiries and/or requests for clarification
and/or additional information regarding the Tender or relating to the Tender
Documents, as specified herein below.
Any inquiries with regards to this Tender should be addressed, in writing only and no
later than September 1, 2011, to Mrs. Liron Friedler, Adv., by facsimile at +972-36937592 and/or e-mail: [email protected] .
25. Notification of the Winning Bid
ISR shall send notification of its decision to the Bidder selected as the winner in the
Tender (the “Notification of Winning Bid”). Notification shall also be sent to the
other Bidders.
26. Verification
ISR shall have the right, at its sole and absolute discretion, to verify the
recommendations and other documents provided by the Bidder, and to request from
any of the Bidders additional details, approvals, recommendations and/or certificates.
9
In addition, ISR may, at its sole and absolute discretion, upon prior coordination with
the Bidder, inspect the facilities of such Bidder at any time or any facilities where
works of the Bidder's similar to the Works, as that term is defined in the Agreement
are or were carried out.
27. Language of Bids
All documents submitted by the Bidder in this Tender (including but not limited to all
attachments, schedules, annexes, drawings, maps, diagrams, tables and charts) and
any additional information, questions, requests for clarification and interpretation, or
any other communication, must be in English only, unless otherwise specifically
stated in the Tender Documents or approved by ISR.
28. Order of Precedence
In the event of any discrepancy, conflict, inconsistency, ambiguity and/or uncertainty
between the provisions of the various Tender Documents (including any instructions
or data contained therein), the order of precedence prevailing in such discrepancy,
conflict, inconsistency, ambiguity and/or uncertainty shall be as specified in the
Agreement.
29. Confidentiality and Proprietary Rights
29.1. Bidder Confidentiality- By participating in the Tender Process, each purchaser
of the Tender Documents and each Bidder (and their respective Members) are
deemed to have agreed to keep in strict confidence, not to disclose and not to
make any use of any information or data, in any form or media, partial or
complete, provided to them by ISR or on its behalf or made known to them
otherwise as a result of or in connection with the Tender; except that each
Bidder may use such information or data solely for the purpose of preparing its
Bid. It is hereby clarified that this section 29.1 shall not apply to documents
and/or information published by ISR on its web-site.
29.2. Proprietary Rights- By submitting a Bid, each Bidder (including its Members)
shall be deemed to represent and warrant to ISR that (i) it is not bound by any
contractual or statutory obligation which would preclude the Bidder from
providing the data and information contained in the Bid or any portion thereof,
(ii) it has the right to make all disclosures that are made in the Bid, (iii) the data
and information contained in the Bid do not include confidential information,
trade secrets or other proprietary information of the Bidder and/or to any third
party (except as and to the extent that the Bidder may otherwise clearly indicate
in writing) that ISR is prevented from using.
30. Rights in Tender Documents
All rights and titles in and to any and all drawings, charts and other technical
documents and information provided by ISR or on its behalf to the Bidder as well as
to all of the Tender Documents and the contents thereof, shall be deemed to be the
sole and exclusive property of ISR.
10
31. Bid Cost
Each Bidder shall solely bear all costs associated with the preparation and submission
of its Bid. This shall include, without limitation, any and all expenses and losses,
which may be incurred by the Bidder in connection with visits to and examination of
the Sites, consultations with professionals, conducting investigations and inquiries of
any kind, preparation of surveys and documents and the authentication and translation
thereof and any other aspect in connection with the Tender and the Bid. ISR will in no
case be responsible or liable for any of the above costs, nor shall it be required, under
any circumstances, to reimburse any such costs to any Bidder.
32. Schedules and Attachments
All Schedules and Attachments annexed hereto constitute an integral and inseparable
part hereof.
33. Notices
All notices required or permitted to be given by ISR pursuant to these Tender
Documents will be deemed to have been duly given if sent by mail or transmitted by
facsimile to the address or facsimile number (as applicable) provided to ISR by the
purchasers of the Tender Documents, at any time prior to the Submission of the
Proposal to the Bidder.
34. Notice by Bidders
Each Bidder shall promptly notify ISR in writing of any change with respect to the
Bidder and/or the information and/or the representations made by it in connection
with this Tender, including all the warranties and representations set forth in the
Agreement, and in particular, any change which affects or might affect its' compliance
with the Pre-Requisites. ISR shall be entitled to take any action it deems fit in
response to such change, and the Bidder shall have no claim in connection therewith
35. Disclosure of the Winning Bid
The Bidders hereby acknowledge that according to the Israeli Mandatory Tenders
Regulations to the Mandatory Tenders Law, 5752 – 1992, should their proposal be
selected as the winning Bid, such proposal or any part thereof may be disclosed to any
party, including, inter alia, to any of the other Bidders. The Bidder is hereby
instructed to indicate in advance in its Technical Response which of the clauses are
considered by it as a commercial secret, confidential information, trade secrets or
other proprietary information and should be protected from disclosure. Nevertheless,
it is hereby emphasized that ISR's Tender Committee, at its sole discretion, may
present any document of the winning Bid that, in its professional opinion, does not
constitute a commercial secret and is required in order to meet the requirements of the
Tenders Law.
36. Governing Law and Jurisdiction
The Tender Process shall be governed by and construed solely in accordance with the
substantive laws of the State of Israel, irrespective of its choice of law principles, and
11
the competent courts in Tel-Aviv, Israel, shall have sole and exclusive jurisdiction
over every dispute arising from, or in connection with, the Tender Process.
37. General Prerogatives of ISR
37.1. ISR, at its sole and absolute discretion, may decide not to select any of the Bids
or may decide to cancel the entire Tender at any time.
37.2. ISR shall not be bound to accept the lowest priced Bid or any Bid whatsoever.
37.3. In the event that all the commercial proposals are above ISR's price estimation,
ISR shall have the right to instruct all the Bidders which commercial proposals
were evaluated, to submit an additional improved commercial proposal.
37.4. In case the Agreement is not executed for any reason whatsoever (other than
due to ISR refraining from signing the Agreement) within twelve (12) months
following the Notification of Winning Bid, or that such signed Agreement is
nullified within twelve (12) months from the signing of the Agreement, ISR
reserves the right to send a replacing Notification of Winning Bid to the next
best ranked Bidder, who shall substitute the Bidder originally selected in the
Tender.
37.5. In addition to any other event which entitles ISR by law, to cancel the Tender,
ISR reserves the right to cancel this Tender in the following events:
37.5.1.
If only one of the bids is found suitable, according to the Prerequisites and/or other Specification requirements according to this
Tender Documents.
37.5.2.
If ISR concludes that there was a flaw in the Tender process and/or
in the evaluation of the bids.
37.5.3.
If ISR has found that a crucial mistake has been made in the
Specifications, inter alia, by giving false data, missing data, or
incomplete data.
37.5.4.
If the circumstances and/or ISR’s requirements have been
significantly changed, to such extent which requires, at ISR’s sole
discretion, the cancellation of the Tender.
37.6. Cancellation of the Tender as per the above shall not derogate from ISR's right
to publish a new, similar or different tender in the future.
12
Appendix A1
Tender No. MC/RC/08/11
Technical Specifications
13
Technical Specification No. M-04-48 F
For
the Supply of Solid (mono-block) Wheels
August 2011
Issue 3
AI/
14
1. Scope
Solid wheels shall be supplied according to BS EN 13262:2004 Standard for forged or
rolled solid (mono-block) wheels which are made from vacuum degassed steel and have a
chilled rim.
Note: "Rim-chilled" describes heat treatment of the rim, which aim is to harden the rim and
to create compressive residual stresses in the rim.
According to BS EN 13262:2004 Standard, paragraph 1, some characteristics of the
wheels are defined according to a category 1 or a category 2. Category 1 is chosen
when the train speed is higher than 200 km/h. The maximum speed of operation of
the considered wheels is limited to 160 km/h, therefore their characteristic shall fit to
the category 2.
The wheels have to satisfy a technical approval procedure for their design according to BS
EN 13979-1:2003 Standard.
2. Product definition
The solid wheels should be supplied according to the following Table.
Table 1. Wheels types
No. Wheel
Drawing No.
diameter
mm
10
11
12
13
850
850
850
920
920
920
920
920
960
1000
1016
1016
1100
ME413.00.3(B)
ME416.00.3(A)
ME427.00.3
ME415.00.3(A)
ME428.00.3
ME437.00.3
ME399.00.3(B)
ME355.00.3(B)
ME382.00.3(B)
ME380.00.3(B)
ME418.00.3(A)
DG548.00.3C
ME434.00.3
Material
Profile
Max.
Brake type Size
Residual
of
Imbalance
Ultrasonic
·m
defects,
mm
75
Disk/Tread
DSB 82-1 75
Disk/Tread
75
Disk/Tread
75
Disk
50
Disk
75
Disk
125
Tread
Tread
UIC510-2 OR125
Appendix B175
Tread
125
Tread
75
Tread
75
Tread
125
Tread
ER8
ER8
ER8
ER7
ER8
ER7
ER7
ER7
ER8
ER7
ER9
ER8
ER8
3. Wheels marking
The solid wheels should be supplied with following marks:
A. Manufacturer's mark.
B. Number of cast (six digits).
C. Steel grade.
15
D. Date of manufacture (month and four digits of the year).
E. Position of residual imbalance and symbol according to Appendix15 A.
F. Inspection mark
G. Wheel serial number after heat treatment.
H. Position of wheel diameter according to Appendix 15 A.
Height of the cold stamping shall be at least 15mm. Depth of stamping shall be - 0.5÷1
mm.
Location of the wheels marking shall be according to the attached drawing.
4. Tests and number of inspected wheels
Types and number of controls to be carried out are shall be in accordance in accordance
with BS EN 13262:2004, Annex F, Table F1.
Table 2. Type and number of controls to be carried out
Characteristics to be verified Number of wheels per batch to control Subclause reference BS EN
13262:2004
Qualification Delivery
Maximum size of the butch 100
250
>250
Chemical composition
3.1
Hydrogen content
Tensile characteristics
in the rim
3.2.1
in the web
3.2.1
Hardness on rim parts
2.2
Hardness on rim (homogeneity)
100%
100%
100%
F.4.2
Impact tests
3.2.3
Toughness c
3.2.5
d
Heat treatment homogeneity
10%
3.3
Inclusion cleanliness
3.4.1
Internal integrity
rim
100%
100%
100%
3.4.2
hub
100%
3.4.2
web
20% e
3.4.2
Residual stress trends
State of surface
100%
100%
100%
3.6.1
f
f
Surface integrity
100%
100%
100%
3.6.2
g
g
g
Geometry and dimensions100%
100%
100%
3.7
Static imbalance
100%
100%
100%
3.8
Complementary tests
E.3.5
a
One analysis by cast. Sampling shall ensure that the content measured is representative of
the maximum hydrogen content of the cast.
16
b
The hydrogen content is determined according to the methods described in annex A
(normative). It has to be <2 ppm for wheels of category 1 and 2.5 ppm for wheels of
category 2.
c
Only tread braked wheels.
d
Only category 1 wheels.
e
The rejection of one wheel in a batch will require verification of the whole batch.
f
By agreement between customer and the supplier, visual inspection as defined in F.4.4
may replace magnetoscopy inspection.
g
Tread diameter, bore diameter, rim profile.
h
To be defined according to test laboratory results (see 3.4).
I
E3.5 for qualification and F4.3 for delivery.
5. Additional information for supplier and inspection
A. Profile must be according to UIC 510-2 OR Appendix B1 (4th edition May 2004),
except items 1 to 3 (wheels of Ø850) which should be supplied with profile DSB
82-1 according to Appendix 14 to this Spec, - drawing DSB 2A 17409.
B. Chemical composition analysis is required according to BS EN 13262:2004,
paragraph 3.1. and Table 1.
C. Tensile tests are required according to BS EN 13262:2004, paragraph 3.2.1 and
Table 2.
D. Hardness characteristics in the rim are required according to BS EN 13262:2004,
paragraph 3.2.2. The minimum hardness values of steel grades ER7 shall be 235
HB; for steel ER8 shall be 245 HB and for steel ER9 it shall be 255 HB.
E. Impact test characteristics are required according to BS EN 13262:2004, paragraph
3.2.3. The minimum and average values for U-notch pieces (tested at room
temperature) and V-notch pieces (tested at -20°C) are given in Table 4 of the
Standard.
F. The fatigue characteristics shall be verified for wheels qualification (new wheels
design or manufacturer):
− when the maximum radial stresses calculated with the method defined be EN
13979-1 " Wheels – Technical approval" are between 50% and 100% of the
fatigue limit;
− if the roughness values of the surfaces are greater than those indicated in BS EN
13262:2004, Table 8.
17
− If the production process is appreciably different from that used for wheels
qualified for European network.
G. Toughness characteristic of the rim according to BS EN 13262:2004, paragraph
3.2.5, is required only for tread brake wheels (except items 4, 5 and 6; drawings
ME415.00.3(A), ME428.00.3 and ME437.00.3).
For wheels of steel grade ER7 the average value obtained from 6 test pieces shall be
greater or equal than 80 N/mm·√m, and no single value shall be less than 70
N/mm·√m.
For wheels of steel grade ER8 the average value obtained from 6 test pieces shall be
greater or equal than 70 N/mm·√m, and no single value shall be less than 60
N/mm·√m.
For wheels of steel grade ER9 the average value obtained from 6 test pieces shall be
greater or equal than 60 N/mm·√m, and no single value shall be less than 50
N/mm·√m.
H. Heat treatment homogeneity must ensure that the difference between 3 measured
hardness values for all steel grades shall be not greater than 30 HB.
I. Material cleanliness examination is required according to BS EN 13262:2004,
paragraph 3.4. The level inclusions size shall be according to Table 6 of the
Standard.
J. Residual stresses verification according to EN 13262:2004, paragraph 3.5 and
Annex C or D, is required for wheels qualification (new wheels design or
manufacturer). For wheels delivery the residual stresses trend is verified according
to EN 13262:2004, Annex F, paragraph F4.3.
K. Internal integrity by ultrasonic examination is required according to BS EN
13262:2004, paragraph 3.4.2. The standard defect diameters for rim web and hub
shall be as required in 3.4.2.2.1, 3.4.2.2.2, 3.4.2.2.3.
L. The surface roughness (Ra) of areas of "finished" or "ready for assembly" wheels
shall be as required in BS EN 13262:2004, paragraph 3.6.1.1.
M. Surface integrity is determined by magnetic particles method. The maximum trace
length of the permissible surface breaking defects according to BS EN 13262:2004,
paragraph 6.2, shall be 2 mm on machined faces and 6 mm on black faces.
N. The limiting values of residual imbalance shall be 50 g·m, 75 g·m or 125 g·m
depending on the wheel type as indicated above in Table 1.
18
O. The surfaces are to be protected from corrosion according to UIC leaflets 842-3 and
842-5 on all machined surfaces with exception of the surfaces of top of the flange
and unfinished surface of the hub hole.
6. Product qualification and quality control
The supplier shall operate a quality assurance system conforming to EN 1SO 9001.
7. Packing
The wheels should be carefully protected by suitable packing in order to avoid any damage,
especially of the machined parts, during handling or transit and they shall be preserved
properly for long-term storage.
The wheels shall be supplied on Mono-block Weelspallets and positioned with the inner
surface down. Mono-block Weelspallet and the bottom wheel shall be separated by Monoblock Weelsplank of 60 mm thickness as well as each wheel on the pallet.
The number of wheels per pallet shall be limited to a total pallet weight of 2000 kg.
Wheels shall be tied to the pallets by steel bands.
The wheels on each pallet shall be with the same outer diameter.
Permissible tolerance of the wheels outer diameter on the pallet shall be up to 0.3 mm.
The exact outer diameter of each wheel shall be painted on the web part near the rim.
19
Appendix B
Tender No. MC/RC/08/11
BIDDER'S PROPOSAL FORM
20
Appendix B
Bidder's Proposal Form - Tender No. MC/RC/08/11
For The Manufacture and Supply of
Various Types of Mono - Block Wheels (“Tender”)
Date: ______________________________
Israel Railways Ltd.
Procurement & Contracting Division
Tel Aviv Central Train Station (Savidor)
Tel Aviv, Israel
Name of Bidder: _____________________________________
Address:
_____________________________________
_____________________________________
Telephone:
_____________________________________
Facsimile:
_____________________________________
Re: Proposal for the Manufacture and Supply of
Various Types of Mono - Block Wheels
1.
Bidder declares that it has read, fully understands, and agrees to the terms and
conditions included in the tender documents of Tender No. MC/RC/08/11 including the
General Terms and Conditions, the Technical Specifications and any Appendices
thereof (collectively the “Tender Documents”), and hereby submits to ISR (as that and
all other terms not otherwise defined in this Appendix are defined in the Tender
Documents) its proposal for the manufacture and supply of the Mono - Block Wheels.
2.
All of the terms and conditions included in the Tender Documents shall be considered
integral parts of this proposal.
3.
The country where the Mono - Block Wheels will be manufactured is
______________.
4. To preclude any doubt, it is hereby clarified that all taxes, fees, duties, licenses, costs or
other payments that are to be paid in connection with the exportation, supply and
delivery of the wheels, including but not limited to all types of importation and custom
duties and services, such as transportation costs, customs agents’ fees, purchase tax (in
Hebrew "Mas Kniya" or "‫) "מס קניה‬, wharfage fees (in Hebrew "Dmei Ratzif" or " ‫דמי‬
‫) "רציף‬, Israeli customs duties, port handling fees (in Hebrew "Dmei Nitul" or "‫"דמי ניטול‬
), port infrastructure fees (in Hebrew "Dmei Tashtit" or "‫) "דמי תשתית‬, etc shall be
21
considered as part of the Proposed Price for the wheels and shall be borne solely by
Supplier (winning bidder). Notwithstanding same, Israeli Value Added Tax, if
applicable, shall be borne by ISR.
5.
The Proposed Price for each and every type of Mono-Block wheel is as follows:
Column
A
No. Type of Rolling
Stock for which
the Mono -Block
wheel is intended
B
Reference
Drawing
C
Wheel
diameter
in MM
D
Estimated
Quantity
E
Price per
Unit (in
(for estimation
purposes only)
Euro
currency)
F
Total
(Column D
Multiplied by
Column E)
1 IC3 No. 1-10.
IC3 No. 42-50.
ME
413.00.3
(B)
850
230
______ €
______ €
2 IC3 No. 11-24.
ME
416.00.3
(A)
ME
427.00.3
ME
415.00.3
(A)
ME
428.00.3
ME
437.00.3
ME
399.00.3
(B)
ME
355.00.3
(B)
ME
380.00.3(B)
ME
418.00.3(A)
DG
548.00.3C
ME
434.00.3
850
150
______ €
______ €
850
220
______ €
______ €
920
300
______ €
______ €
920
1000
______ €
______ €
920
800
______ €
______ €
920
1400
______ €
______ €
920
1200
______ €
______ €
1000
100
______ €
______ €
1016
800
______ €
______ €
1016
350
______ €
______ €
1100
16
______ €
______ €
3 IC3 No. 25-41.
4 ALSTOM PP
5 BOMBARDIER
DD
6 SIEMENS PP
7 Y25 LSD
Y25 LST
8 Y25C
9 Old freight wagons
10 Vossloh JT42BW
11 Vossloh JT42CW,
EMD G12
12 ALSTOM DE 900
AS
______ €
Total Evaluated Price ("TEV")
22
6.
Proposes Discount rates:
The following discount rates in percentages shall apply to the prices specified in the table set
forth in Section 5 above for accumulated purchase orders issued under the Agreement in the value
of:
A
accumulated
purchase
order
value
between
2,000,000
Euro and 3,000,000 Euro
B
Accumulated
purchase
order
value
between
3,000,001
Euro
and
4,000,000 Euro
C
Accumulated
purchase
order
value
between
4,000,001
Euro
and
5,000,000
Euro
D
Accumulated purchase
order value above
5,000,000 Euro
__________________%
_____________________
%
_______________
___%
___________________
_%
The weighted average discount shall be calculated by ISR in accordance with the following
formula (and for clarification Bidder is not required to calculate WAD):
WAD = (0.4*A) +(0.3*B)+(0.2*C)+(0.1*D)
Where:
WAD – Weighted average discount in percentage.
A – The discount rate quoted by the Bidder in Column A above.
B – The discount rate quoted by the Bidder in Column B above.
C – The discount rate quoted by the Bidder in Column C above.
D – The discount rate quoted by the Bidder in Column D above.
The Proposal Evaluation Price (“PEP”) will be determined in accordance with the
following formula:
PEP = TEV * (100% – WAD)
Where:
TEV – Total Evaluated Price
WAD – Weighted Average Discount
The total discount shall apply to any exercise of an option or extension of the Contract.
7. Linkage Mechanism
7.1. The Proposed Price specified in Sections 5 above shall be fixed and shall not be
linked to any price increase mechanism for a period of one year commencing on
the Final Submission Date.
23
7.2. As from the first anniversary following the Final Submission Date the Proposed
Price shall be linked to the Price Index proposed by the Bidder below
__________________________________________
as
published
at
__________________________________________ (the "Index").
7.2.1. Bidder may propose a combination of up to three (3) indices, provided
however that:
7.2.1.1.
the proposed indexation, shall be composed of a relevant index
related to the steel price (up to 60% of the proposed index basket), a
relevant index related to the energy price (up to 50% of the proposed
index basket, and/or a relevant index related to the labor price (up to 50
% of the proposed index basket).
7.2.1.2.
the total proposed indexation basket shall not exceed 100% (e.g.
bidder may propose a combination of 20% indexation to proposed index
A and 80% indexation to proposed index B. Bidder may not propose a
combination of 40% indexation to a proposed index A and 80%
indexation to proposed index B);
7.2.1.3.
each index proposed by the Bidder shall be a national index
published on a regular basis by official agencies, institutions or
governmental bodies.
7.2.2. The Proposed Linkage Mechanism (in accordance with the above
restrictions specified in Section 6.2.1) :
No. Name of Proposed Index
Percentage
1
Steel: ______________________________
___________________________________
_________________ %
___________________________________
___________________________________
2
Energy: _____________________________
___________________________________
_________________ %
___________________________________
___________________________________
3
Labor: _____________________________
___________________________________
_________________ %
___________________________________
___________________________________
The total weight of up to 3 of the above
100%
indices shall not exceed 100%.
7.
8.
7.3. The Proposed Price for the Mono Block Wheels shall be adjusted once on
________________________, 2012 [one year from the Final Submission Date – to
be filled in upon Agreement signing] according to the Linkage Mechanism set out
in Section 6 above.
Bidder understands that payment by ISR to the Contractor shall be made by way of
bank transfer in the mode and terms set forth in the Agreement.
Bidder hereby permits representatives of ISR to inspect its facilities, at any time.
_______________________________________
Signature of Bidder
By: (print or type name):
Title:
24
Appendix C
Tender No. HN/RC/05/10
THE AGREEMENT
25
Agreement No. ______
Entered and signed this _____ day of ________ 2011
in Tel Aviv, Israel (the “Effective Date”)
between
ISRAEL RAILWAYS LTD.
Company No. 52-004361-3
of
P.O.B. 18085
Tel Aviv 61180, ISRAEL
(the “ISR”)
Of the First Part
and
____________________________
____________________________
____________________________
____________________________
(the “Supplier”)
Of the Second Part
ISR and Supplier collectively, will hereinafter be referred to as the “Parties”.
WHEREAS, ISR is interested in acquiring various types of Solid Mono-block Wheels, all
in accordance and subject to the terms and provisions of this Agreement (the “Wheels” as
defined below); and
WHEREAS, ISR has published Tender No. MC/RC/08/11 requesting proposals for the
manufacture and supply of Wheels (the “Tender”); and
WHEREAS, Supplier submitted a proposal in the Tender which was selected by ISR as the
winning proposal; and
WHEREAS, Supplier declares and certifies that it has the know-how, ability, expertise,
facilities, resources, financial resources, licenses, permits and all that is required and
necessary to undertake the obligations set forth in this Agreement ; and
WHEREAS, Supplier represents it has entered into an agreement with the Israeli Ministry
of Industry and Trade, represented by the Industrial Cooperation Authority (“ICA”) with
regards to offset procurement which is to be carried out in connection with the manufacture
and supply of the Wheels, and
WHEREAS, the Parties desire to set forth a contractual framework to govern the Parties’
relationship and obligations with regards to the manufacture, supply and warranty of the
Wheels as set out in this Agreement.
26
NOW, THEREFORE, IT IS DECLARED, COVENANTED AND AGREED
BETWEEN THE PARTIES AS FOLLOWS:
1.
PREAMBLE, APPENDICES AND HEADINGS
1.1
The headings in this Agreement are for reference purposes only, are not a
material part of and shall not be used in interpreting this Agreement.
1.2
The Agreement shall consist of the following documents each of which is
attached hereto and is an integral and inseparable part hereof:
1.1.1 The general terms and conditions of the Agreement
1.1.2 The following appendices:
1.1.2.1 Annex A – Technical Specifications
1.1.2.2 Annex B – Consideration
1.1.2.3 Annex C – Form of Supplier's Bank Details
1.1.2.4 Annex D – Form of Performance & Warranty Guarantee
1.1.2.5 Annex E – Form of Delivery Certificate
1.1.2.6 Annex F–Foreign Supplier’s Industrial Cooperation Undertaking
2.
PRIORITY OF DOCUMENTS
2.1
Unless otherwise provided in this Agreement, all documents forming this
Agreement are to be taken as mutually explanatory and shall be deemed to form
one Agreement. Nevertheless, in the event of any conflict or inconsistency
between the instructions or any data contained in the Agreement documents,
priority of interpretation shall be given in the following order:
2.1.1.
2.1.2.
3.
The Terms and Conditions of the Agreement
Technical Specifications – Annex A
DEFENITIONS
The following terms used in this Agreement shall have the meaning set forth below:
3.1
“Delivery” - shall mean delivery of the Wheels to the Site in accordance with
Delivery Terms.
3.2
“Business Days” - any day of the week other than Friday or Saturday, and
excluding official holidays.
3.3
“Delivery Terms” – the terms of supply and delivery of the Wheels shall be
Delivery Duty Unpaid (DDU) as that term is defined in "INCOTERMS 2000" International Rules for the Interpretation of Trade Terms (ICC Pub. No. 560,
2000) at the Site. While in transport, the Wheels shall be covered by an "all
risk" marine insurance policy covering 110% of the DDU value of the Wheels.
3.4
“Purchase Order” - an order made pursuant to the provisions of this
Agreement.
27
4.
5.
3.5
“Site” - ISR’s "Kishon" Workshop in Haifa Bay, Israel.
3.6
“Technical Specifications” - shall mean the specifications and requirements
contained in Annex A and any other illustration, descriptive documents or
standards referred to therein intended for use in the manufacture and supply of
the Wheels, whether or not attached to the Agreement at signature or agreed
for use as Technical Specifications in the future.
AGREEMENT PERIOD
4.1
The Agreement shall commence on the Effective Date and shall continue in full
force and effect for a period of three (3) years (the "Agreement Period").
4.2
Supplier hereby grants ISR an option, to be executed upon ISR's sole discretion,
to extend the term of the Agreement for an additional period of up to three (3)
years (the “Option Period”).
4.3
The Agreement's terms shall continue and apply mutatis mutandis to the Option
Period.
PURCHASE AND SALE
5.1
During the Agreement Period and subject to the terms and conditions set forth
in this Agreement, Supplier hereby agrees to sell ISR Wheels in accordance
with the Delivery Terms, Time of Delivery, as defined in Section 6.2 below,
prices and terms set out in this Agreement, pursuant to Purchase Orders issued
by ISR.
5.2
For the prevention of any doubt, it is hereby expressly emphasized that ISR is
under no obligation whatsoever to place any Purchase Orders for any type of
Wheels.
5.3
It is hereby clarified that the Supplier shall not have any exclusivity regarding
provisioning of Wheels or Optional Wheels as defined hereunder to ISR, and
ISR shall be entitled to purchase Wheels, Optional Wheels or any other type of
wheels, from any third party, at its sole discretion.
28
6.
7.
TERMS OF DELIVERY AND TIME OF DELIVERY
6.1
Delivery of the Wheels shall be at the Site, in accordance with the Delivery
Terms.
6.2
Supplier undertakes to supply each Purchase Order of the Wheels to ISR within
ninety (90) days (the “Time of Delivery”).
6.3
It is hereby stated by the Supplier and mutually understood by the parties, that
notwithstanding the Time of Delivery, the Supplier shall make every effort, in
order to shorten the Time of Delivery, as much as possible.
6.4
Notwithstanding the aforesaid, Wheels shall only be considered as delivered
once they arrive at the Site after being removed from any container and
unstuffed. It is hereby clarified that containers may not arrive at the ISR Site
and the Supplier may not perform any unstuffing and/or unpacking of
containers at the Site. The Supplier shall be solely responsible for the transfer
of the Wheels to the Site after the removal of all packing material / unstuffing
of containers.
6.5
The documentation submitted to ISR with any delivery of Wheels shall include
a delivery certificate in the form attached hereto as Annex E, stating that the
Wheels ordered under a specific Purchase Order have been deposited at ISR's
Site (the "Delivery Certificate"). Upon the delivery of the relevant Wheels to
ISR's Site, ISR shall sign the Delivery Certificate.
6.6
It is hereby clarified that ISR's signature on the Delivery Certificate signifies
only that Wheels indicated in the relevant packing list, have been deposited at
ISR's Site, and shall not be construed as ISR's approval of the Wheels in any
manner, including inter alia, an indication that the said Wheels are in
accordance with the Technical Specifications or have been Delivered in
accordance with the Delivery Terms.
ORDER PROCEDURE
7.1
ISR, may issue to Supplier, Purchase Orders for Wheels. The Purchase Orders
shall specify the Wheel type and quantity, Time of Delivery, ISR's order
number, part number and description, the Site and invoice address.
7.2
Without derogating from Section 5.2 above, the minimum quantity of Wheels
which shall be included in a Purchase Order shall be no less than 50 pieces of
each type, excluding pos. 13, ALSTOM DE 900AS, drw. ME 434.00.3. The
minimum quantity included in a Purchase Order for this type of Wheels shall be
not less than 8 pieces.
Nevertheless, ISR shall be entitled to order urgent deliveries.
29
7.3
The Wheels ordered under each Purchase Order shall be Delivered in
accordance with the Delivery Terms and the Time of Delivery. Notwithstanding
the aforesaid, ISR shall be entitled to revise the quantity of Wheels indicated in
any Purchase Order provided such revision is communicated to the Supplier at
least 60 days prior to the relevant Time of Delivery.
7.4
The Parties’ contact persons are as follows, or any replacement contact persons
as notified in writing by one Party to the other:
For ISR:
Name:
_______________
Title:
_________________
Address: _________________
Telephone: _________________
Facsimile: _________________
E-mail:
_________________
For the Supplier:
Name:
_________________
Title:
_________________
Address: _________________
Telephone: _________________
Facsimile: _________________
E-mail: _______________________
Each Party shall, in writing without undue delay, notify the other Party of
changes in contact persons, addresses or facsimile numbers, if any.
8.
7.5
ISR shall forward Purchase Orders to Supplier via facsimile to the Supplier's
contact person an original of which shall be sent via air mail.
7.6
Upon receipt of a Purchase Order by facsimile, Supplier shall confirm via
facsimile to ISR's contact person, receipt of the Purchase Order. A copy of such
confirmation shall be sent to ISR via air mail.
OPTIONS
8.1
8.2
During the Agreement Period, as extended, ISR may purchase additional
wheels including, inter alia, wheels suitable for VOSSLOH EURO 3000 and/or
VOSSLOH EURO 4000 and/or OLD SD and/or other wheels similar to the
Wheels and/or other complementary goods such as spare parts and maintenance
goods required for the wheels (the "Optional Wheels")
The sale and purchase prices of the Optional Wheels shall be determined by the
Parties on the basis of the prices set out in the Consideration Annex, provided
however that the terms and the conditions of this Agreement shall apply,
mutatis mutandis, to the sale and purchase of the Optional Wheels.
30
9.
DOCUMENTS TO BE SUPPLIED
9.1
9.2
10.
The following original documents will be submitted by Supplier to ISR:
9.1.1.
Commercial invoices. The invoice/s shall include a clear reference to
this Agreement, the amount, part number (inclusive of serial number),
quantity, delivery note number, shipping date, Supplier’s company
registration number and ISR’s order number as indicated in the
Purchase Order;
9.1.2.
Original Certificate of Origin and Non-Manipulation Certificate, if
necessary;
9.1.3.
Bill of Lading - issued in ISR’s name;
9.1.4.
Packing List
9.1.5.
Any and all other documentation necessary to release the Wheels from
customs in an expeditious manner and to facilitate payment, i.e. the
documents that will enable ISR to clear the Wheels through customs
and which will enable ISR to make payment in foreign currency in
accordance with the Regulations of the Bank of Israel. All such
documents must be in ISR's name.
Except for the Packing List, original copies of all of the above mentioned
documents must arrive to the ISR's contact person as set forth in Section 7.4
above, at least five (5) calendar days prior the arrival of Wheels to Israel. In
addition, copies of all of the above mentioned documents shall be sent to ISR
by facsimile coincident with the delivery of the originals. The above mentioned
documents must be forwarded solely in ISR’s name and shall state ISR's exact
name.
PRICES and TERMS OF PAYMENT
10.1 In consideration for the Supplier's complete and faithful execution of all of its
obligations, liabilities and responsibilities under this Agreement and for the
manufacture and delivery of the Wheels in full compliance with the Technical
Specifications and in accordance with the Time of Delivery, ISR shall pay the
Supplier the purchase price for the Wheels, as set out and in accordance with
Annex B (the “Wheel Price”).
10.2 The Wheel Price shall include all costs and expenses, including costs and
expenses concerning the manufacture of Wheels and engineering, Delivery in
accordance with the Delivery Terms, loading, unloading, unstuffing and/or
unpacking of containers and removal of any containers related to delivery, land
and sea transport expenses including but not limited to packing documentation,
Warranty and all ancillary services, tests and inspections in accordance with
Section 12 below.
10.3 To preclude any doubt, it is hereby clarified that all taxes, fees, duties, licenses,
31
costs or other payments that are to be paid in connection with the exportation,
supply and delivery of the wheels, including but not limited to all types of
importation and custom duties and services, such as transportation costs,
customs agents’ fees, purchase tax (in Hebrew "Mas Kniya" or "‫) "מס קניה‬,
wharfage fees (in Hebrew "Dmei Ratzif" or "‫) "דמי רציף‬, Israeli customs duties,
port handling fees (in Hebrew "Dmei Nitul" or "‫) "דמי ניטול‬, port infrastructure
fees (in Hebrew "Dmei Tashtit" or "‫) "דמי תשתית‬, etc shall be considered as part
of the Proposed Price for the wheels and shall be borne solely by Supplier
(winning bidder). Notwithstanding same, Israeli Value Added Tax, if
applicable, shall be borne by ISR.
10.4 The sums stated in this Agreement constitute the final, complete and inclusive
price that will be paid to the Supplier for providing the Wheels, as well as all
related costs, expenses and taxes incurred by the Supplier in connection
therewith, and the Supplier shall not be entitled to any other payment, fee or
compensation whatsoever from ISR.
10.5 The Wheel Price specified in Annex B shall be fixed and shall not be linked to
any price increase mechanism for a period of one year commencing on the
Final Submission Date.
As from the first anniversary following the Final Submission Date the Wheel
Price shall be linked to the Price Index as specified in Annex B.
10.6 Terms of Payment
10.6.1. Payment by ISR to the Supplier shall be made on a per-order basis by
means of a bank transfer to the Supplier’s account as detailed in
Annex C below, and shall be made as follows:
The Wheel Price applicable to any Wheels indicated in a Purchase
Order issued by ISR (the “Payment”) shall be paid to the Supplier
within sixty (60) days from ISR signing the relevant Delivery
Certificate, provided that originals of the following documents have
been received by an original invoice in the amount of the Payment;
• the relevant Delivery Certificate (as specified in Section 6.5 of
this Agreement);
• relevant quality control certificate(s) issued in accordance with
Section 14.2 of this Agreement.
10.6.2. Notwithstanding the aforesaid, Payment under the first Purchase Order
issued shall be conditioned on the Supplier providing an original of a
Performance & Warranty Guarantee in the form set out in Annex D,
pursuant to the terms set out in Section 15 of the Agreement;
11.
LIQUIDATED DAMAGES
In the event that delivery of the Wheels is delayed beyond the specified Time of
Delivery, ISR shall charge Supplier with liquidated damages in the sum equal to onehalf percent (0.5%) of the value of the delayed Purchase Order for each calendar
week of delay, or any part thereof. The liquidated damages shall not exceed a total of
seven and a half percent (7.5%) of the Purchase Order value (the “Liquidated
Damages”). Payment of the Liquidated Damages shall not be conditional on ISR
32
having to present evidence of any losses. The aforesaid in this Section shall be
without prejudice to any other relief or remedy available to ISR under the Agreement
or under law.
12.
CONFORMITY OF WHEELS AND INSPECTION
12.1 The Wheels must be delivered in strict conformity with the Technical
Specifications. Any deviation from the Technical Specifications must be
approved in advance in writing by ISR.
12.2 Inspection Prior to shipment – Prior to the shipment of the each order of
Wheels or Optional Wheels, Supplier shall be solely responsible for issuing a
quality control certificate by the Supplier's inspector for each order to be
supplied.
12.3 Without derogating from the aforesaid, ISR shall, at any time, have the right to
appoint its own inspector or any entity on its behalf, who shall be entitled to be
present at all stages of the Wheels production including inter alia all tests
described in the standards set out in the Technical Specifications and to review
the results of any quality assurance or conformance tests carried out by the
Supplier in order to ensure that the Wheels are manufactured and supplied in
accordance with the Technical Specifications prior to the delivery of each order
to ISR. In such event, the Supplier shall provide such inspector any assistance
or cooperation needed including all the necessary documentation, notice of any
change in the testing or manufacture schedules and testing equipment.
12.4 In addition, ISR shall be entitled to perform any additional tests it deems
necessary to ensure conformity of the Wheels with the Technical
Specifications.
12.5 If any inspection or tests determines that the relevant materials, components or
the Wheels are defective, of inferior quality, do not fully comply with the
Technical Specifications or are deficient in any other way, ISR shall be entitled
to reject such materials, components or Wheels. Following such rejection of
any materials, components or Wheels the Supplier shall immediately replace or
repair same to ISR's satisfaction, at the Supplier's expense. Any corrective
measures undertaken by the Supplier shall not entitle it to any extension of the
Time of Delivery and shall not affect any undelivered or additional Purchase
Orders.
12.6 The presence of ISR or its representative during any stage of the Wheels'
production or testing as well as their approval of any materials, test results,
components or Wheels, shall not relieve or derogate from the Supplier's
obligations under this Agreement and specifically its obligations regarding
quality and conformance with the Technical Specifications.
33
13.
WARRANTY
The Wheels shall be fully warranted by the Supplier according to article 9 to
the UIC 812-3 0 standard for a period of five (5) years commencing on the
manufacturing date, as marked on the Wheel (the "Warranty Period").
13.1 During the Warranty Period, the Supplier shall bear full responsibility and
undertakes to remedy and fully compensate ISR, at its own expense for any and
all defects and/or deficiencies of the Wheels and any parts thereof, due to faults
such as, but not limited to, faulty design, faulty workmanship, faulty
dismantling for sea and land conveyance, faulty materials or components, faulty
assembly or manufacture and other faults in the Wheels and any part thereof
whether made by the Supplier, or any of the Supplier’s sub-contractors
("Warranty").
13.2 Within the scope of the Warranty, the Supplier shall take, at its expense and
without delay, any action necessary, including repair or replacement of any
defective or deficient component or part, as required to ensure full compliance
of the Wheels with the Technical Specifications, and shall bear any and all
costs related to such repair or replacement, including, but not limited to, costs
related to transportation, dismounting and mounting, etc.
13.3 The Warranty shall be applicable to all parts and components of the Wheels
which are repaired or replaced during the Warranty period.
13.4 All necessary repairs and/or replacement works required to be performed
during the Warranty Period, if any, shall be performed by the Supplier or by
representatives of the Supplier subject to prior written approval of ISR.
13.5 During the Warranty Period each of the Parties will maintain a log detailing all
faults and/or defects in the Wheels and the measures taken by the Supplier to
remedy them. The Supplier will inform ISR, in a written report, of any
modifications and/or adjustments and/or changes and/or corrections made by it
within that process, no later than five (5) days from the day the modification
was made.
14.
PERFORMANCE and WARRANTY GUARANTY
14.1 To secure the obligations undertaken by Supplier in this Agreement and as a
pre-condition to any payment, Supplier shall furnish ISR, within ten (10) days
from the Effective Date, an original bank guarantee from a first class bank,
approved in advance by ISR, for Two Hundred and Fifty Thousand Euro (€
250,000), issued in the form attached hereto as Annex D (the "Performance
and Warranty Guarantee"). The Performance and Warranty Guarantee shall
remain valid throughout the Agreement Period, the Option Period, and shall
thereafter be consecutively extended for periods of not less than two (2) years
each, until the end of the applicable Warranty Period. The extension of the
Performance and Warranty Guarantee shall be at the Supplier's sole
responsibility. In the event the required extension is not submitted to ISR at
least thirty (30) days prior to the expiry date of the existing guarantee, ISR shall
be entitled to exercise such guarantee.
34
14.2 Without derogating from the above, the submission of the Performance and
Warranty Guarantee shall be subject to any payment due to the Supplier under
this Agreement
15.
INSURANCE
Without derogating from any of the aforementioned, the Supplier shall maintain
throughout the Agreement Period a worldwide professional and third party liability
insurance with respect to personal injury or damage to property, including, but not
limited to, damage to ISR’s property, injury to ISR’s employees and third parties, and
pecuniary damage (including damage to property of ISR and injury to employees of
ISR) in connection with the repair, delivery, use or operation of the Wheels and shall
give ISR at least thirty (30) days prior written notice of termination, cancellation, or
non-renewal.
16.
QUALITY MANAGEMENT SYSTEM
The Supplier shall remain certified in accordance with ISO 9001:2008 standards, or
equivalent, and the Supplier shall at any time during the term of Agreement be
willing to prove such claim to be true. In the event the said qualification is suspended
and/or canceled and/or not continued, the Supplier must immediately notify ISR.
17.
TERMINATION
17.1 This Agreement may be terminated, by either party, subject to a fourteen (14)
days advance written notice to the breaching party, upon occurrence of any of
the following events:
17.1.1. Bankruptcy and/or insolvency and/or receivership proceedings have
started against one of the Parties, an assignment for the benefit of one
of the Parties’ creditors was being negotiated or discussed and/or a
petition has been filed for the appointment of a trustee, liquidator or
receiver, temporary or not, and was not removed within forty-five (45)
days of such filing.
17.1.2. An attachment order has been imposed and/or any other execution
process has been taken with respect to all or a material part of one of
the Parties’ assets, or a part thereof, which is material for the
performance of any of its obligations hereunder.
17.1.3. Supplier has actually stopped managing its business or performing the
work to be performed under this Agreement for a consecutive period
of thirty (30) days.
17.2 This Agreement or any part thereof may be immediately terminated by ISR, by
a written notice, if the Supplier is in Material Breach of the Agreement as
defined hereunder. Material Breach shall mean any of the following:
35
17.2.1. A breach of the Supplier's obligations under this Agreement which has
not been cured, within forty five (45) days after ISR has advised the
Supplier in writing as to the existence of such breach.
17.2.2. A Breach of any of the representations and/or warranties set out in
preface to this Agreement, which was not cured by Supplier within
fourteen (14) days after ISR advised the Supplier in writing as to the
existence of such breach.
17.2.3. A Breach of the Supplier's obligations under Sections 6.2, 9,12, 13, 1517.
17.3 All Purchase Orders issued before the termination date will be honored by the
Supplier in full unless otherwise directed by ISR. In the event ISR elects not to
pursue the already issued Purchase Orders, Supplier shall not be entitled to any
remuneration.
17.4 In the event of expiration or termination of this Agreement, any provisions
hereof which expressly or by their nature are required to survive such
expiration or termination in order to achieve their purpose, such as Sections 14
and 15, shall survive the expiration or termination of this Agreement.
18.
WAIVERS
In any case where a party shall fail to exercise, or delays the exercise of any of its
rights resulting from or arising out of this Agreement, such delay shall not be deemed
a waiver, consent or admission of any kind on its part with regard to such rights in the
future.
19.
SEVERABILITY
If any provision of this Agreement or the application thereof to any party or
circumstance is invalid or unenforceable to any extent, the remainder of this
Agreement and the application of such provisions to other parties or circumstances
shall not be affected thereby and shall be enforced to the greatest extent permitted by
law.
20.
FORCE MAJEURE
20.1 Neither Party shall be liable for any delay in the performance of the Agreement,
if such delay is, directly or indirectly, caused by, or arises from, an impediment
beyond the control and without fault or negligence of the party effected,
including the following occurrences: fires, floods, accidents, civil unrest, acts of
God, war, governmental interference or embargoes, strikes (“Force Majeure”).
The above does not extend for any contingencies stated above happening to the
Supplier’s sub-contractors.
36
20.2 A party affected by an event of Force Majeure shall (a) promptly notify the
other party in writing of any such event, the expected duration thereof, and its
anticipated effect on the party affected in terms of the performance required
hereunder; and (b) make reasonable efforts to promptly remedy any such event
of Force Majeure. Time of Delivery delayed due to an event of Force Majeure
shall be extended for such time as the event shall continue.
21.
RISKS AND LIABILITIES
21.1 Supplier shall be solely responsible for, and shall fully indemnify and hold ISR
harmless from and against, any claim, risk, liability, damage or loss, including
court costs and attorneys’ fees, to property or bodily injury, including to
employees of ISR and third parties, of whatever kind caused by, arising out of,
incidental to, or connected with (i) the manufacturing, design, assembly, tests
and trials of the Wheels and the ancillary services to be provided by Supplier
under this Agreement or (ii) the use thereof caused by faulty design (including
errors and omissions in design), workmanship, assembly, materials or
components or any part thereof, in either case including, but not limited to,
claims made by any of the Supplier's sub-contractors.
21.2 Without derogating from the generality of the above, any loss or damage to
Wheels accepted by ISR, which arises from or is occasioned by any act or
omission of Supplier or any sub-contractor to comply with any obligation
imposed on it under the Contract, shall be made good by, and at the sole
expense of the Supplier.
21.3 In no event shall ISR be liable for any incidental, indirect or consequential
damages to the other party such as, but not limited to, loss of use or loss of
profit caused by, or arising out of, any breach of this Agreement.
21.4 Supplier shall be liable for, and shall hold ISR harmless and indemnify it from
and against, any claim of infringement of any intellectual property right of third
parties contained in the Wheels, their design, documents or other work prepared
by it.
22.
LANGUAGE
All correspondence, orders, documentation, drawings, specifications, instructions,
manuals etc. made by the Parties in performance of this Agreement will be in
English, including and without limitation, written communication between ISR and
Supplier, the issuing of Purchase Order and the reply thereto.
23.
APPLICABLE LAW and SETTLEMENT of DISPUTES
37
23.1 Conflict not affecting Delivery. It is agreed and Supplier respectively
undertakes, that in case of any conflict between the Parties regarding the
delivery of Wheels ordered under any Purchase Order, the Supplier shall
deliver said Wheels and any Wheels included in other Purchase Orders, in
accordance with the Time of Delivery subject to ISR paying the Supplier any
undisputed amounts, and the conflict shall be resolved between the Parties,
simultaneously, through the dispute resolution procedure noted in Section 23.2
hereunder.
23.2 The Parties shall attempt to resolve any dispute, argument, disagreement or
controversy by the following escalation procedure: the matter shall be brought
before the Parties' project managers. In case the project managers fail to come
to an agreement within fourteen (14) days, the matter will be brought before the
ISR's Head of Rolling Stock Division and the Supplier’s deputy Manager. In
case those individuals fail to come to an agreement within fourteen (14) days,
the matter will be brought before the General Managers. Should the General
Managers fail to come to an agreement within five (5) days, each party shall be
entitled to refer the matter in question the competent court located in Tel-Aviv,
Israel, and the competent Israeli courts shall have exclusive jurisdiction in all
matters arising there from unless otherwise agreed between the Parties in
writing.
23.3 The Uniform Law on International Sales (1964) and The United Nations
(Vienna) Convention on Contracts for the International Sale of Goods of April
11, 1980 shall not be applicable to this Agreement.
23.4 Governing Law. This Agreement shall be governed and construed solely in
accordance with Israeli law without reference to its choice of law rules. Any
legal claim arising out of this Agreement will be brought before and set
exclusively by, the competent court of Tel Aviv, Israel.
24.
MISCELLANEOUS
24.1 Neither Party shall assign, transfer or change the Agreement or any part thereof
or any of its rights, obligations or liabilities hereunder, nor transfer the
performance of any part thereof, to another without the other Party's prior
written consent.
24.2 No consent of a Party under this Section, including, as to the Supplier, with
regard to its sub-contractors, shall, in any way, relieve or release the other party
from any of its obligations or liabilities under this Agreement.
24.3 All Works of Supplier and any sub-contractor shall be performed in accordance
with either ISR's work safety rules or the regulations of the respective locations,
as applicable.
24.4 Amendments and Modifications This Agreement may not be amended or
modified except by a written agreement executed by each of the Parties hereto.
Without derogating from the above mentioned, an amendment or modification
in one of the Annexes to this Agreement, may only change an Annex which is
of the same or lesser order of prevalence.
38
25.
NOTICES
All notices, unless otherwise expressly provided in this Agreement, shall be in
writing and shall be sent by either of the parties to the other party by registered mail,
facsimile transmission or personal delivery to the addresses set forth at the head of
this Agreement, and shall be deemed to have been given seven (7) Business Days
after the date on which the notice was posted, or in the case of notice by fax, twenty
four (24) hours after dispatch by fax, or in the case of personal delivery, at the time of
delivery.
IN WITNESS WHEREOF, THE PARTIES HAVE EXECUTED THIS
AGREEMENT BY THEISR DULY AUTHORIZED REPRESENTATIVES AS OF
THE EFFECTIVE DATE.
ISRAEL RAILWAYS LTD.
Signature: _____________________________
Signature: __________________________
Date: Title: ________________________________
Title:
Printed
Name:
____________________________
Printed Name: _________________________
Date: _________________________________
By: __________________________
Title:
Signature: _____________________________
Title: ________________________________
Printed Name: _________________________
Printed Name:
39
Annex "A"
Technical Specifications
(Appendix A to the Tender Documents)
40
Annex "B"
Consideration
(in accordance with the Winning Bidder's Proposal - Appendix B to the
Tender Documents)
41
Annex "C"
Bank Account Form
PART A – Supplier's Bank Details
[to be completed by the Supplier's authorized signatories]:
We the undersigned, ________________________________________ [authorized
signatories on behalf of the Supplier] request herein that all payments to be paid to us by
Israel Railways Ltd. under this Agreement shall be made by means of bank transfer to our
bank account according to the following details:
Bank Account No.: ___________________________________________________
Swift Code: _________________________________________________________
EBAN Code (applicable to European Accounts): ___________________________
Branch Number: ____________________________________________________
Bank Name: ________________________________________________________
Bank Address: ______________________________________________________
Signature: _____________________
Name: ________________________
Title: _________________________
Date: _________________________
----------------------------------------------------------------------------------------------PART B - Certificate of Authorization
[to be completed by an ADVOCATE / C.P.A]:
I, ___________________ [Advocate/C.P.A] of _________________________, hereby
certify that ______________________ and ___________________ are fully empowered by
____________ [Supplier] to sign the Bank Account Form, and hereby certify that their
signatures upon the Bank Account Form are fully binding in accordance with the ________
[Supplier] articles of association.
Signature and stamp: _____________________________
--------------------------------------------------------------------------------------Bank Account Form
PART B - Certificate of Authorization
[alternative authorization: to be completed by the SUPPLIER'S BANK]:
We, the undersigned _________________ [Bank] hereby declare that as of
______________ [date of Supplier's signature on Part A above] the ________________
[Supplier] is the registered owner of the above mentioned account and certify that Part A
above has been signed by the Supplier's authorized signatories. We undertake to promptly
inform Israel Railways Ltd. regarding any change in the ownership of the account or the
authorized signatories.
Signature: ____________________
Name: _______________________
Title: ________________________
Stamp: ______________________
42
Annex "D"
Form of Performance and Warranty Guarantee
To: Israel Railways Ltd.
Tel Aviv Central Train Station (Arlozorov)
P.O.B. 18085
Tel Aviv 61180
Israel
Performance and Warranty Guarantee
Whereas, Israel Railways Ltd. ("ISR") and _______________________ (“Supplier")
entered into Agreement No. ______________ on ___________ (the "Agreement");
Now, we ...................................... (the “Guarantor") hereby irrevocably guarantee to ISR:
(1)
due, punctual, true, faithful and satisfactory performance by Supplier of the
obligations on its part contained in said Agreement and undertake to be
responsible and indemnify ISR for payment by it of all sums of money, losses,
damages, costs, charges and expenses that may become due or payable to ISR,
by or from Supplier by reason or in consequence of the default of Supplier in
performance, execution or perseverance of its said obligations;
(2)
due, punctual, true, faithful and satisfactory performance by Supplier of the
obligations on its part contained in said Agreement and undertake to be
responsible and indemnify ISR for payment by him of all sums of money,
losses, damages, costs, charges and expenses that may become due or payable to
ISR, by or from Supplier by reason or in consequence of the default of Supplier
in performance, execution or perseverance of its said obligations, including all
and each of Supplier's obligations under the Agreement during the Warranty
Period in respect of each and every damage or loss to the Wheels or any part
thereof due to a fault or defect such as, but not limited to, faulty or negligent
design (including errors and omissions in design), workmanship, dismantling for
sea and land conveyance, materials or components, installation, assembly,
operation or software whether done, made or manufactured by Supplier or any
of its subcontractors or suppliers;
Nevertheless, the total amount to be determined or regarded or collected by ISR of or from
us immediately upon the demand of ISR, shall not exceed the sum of
_________________________ € (in words) ______________________ EURO.
This Guarantee shall not be revocable by notice or otherwise and our liability hereunder
shall not be impaired or discharged by any extensions of time or variation or alterations
made, given, conceded or agreed (with or without our knowledge or consent) under the said
Agreement.
43
This Guarantee shall remain in full force and effect for a period of eight (8) years from the
Effective Date, or as extended for an additional period of three (3) years to be applicable to
the Option Period, is so exercised by ISR
In order to collect any amount under this Guarantee, ISR shall not have to refer to Supplier,
shall not have to produce any judgment or other judicial document, and shall not have to
prove any breach, failure or non-compliance on the part of Supplier or on the part of any
person acting for it, or on its behalf, or in its name, and a written demand by the Deputy
General Manager, Commerce, Economics & Finance of Israel Railways Ltd. or by a person
designated in writing by him, in the following form:
"Pursuant to the Guarantee issued by you on _______________________, you are hereby
instructed to pay immediately to Israel Railways Ltd. the sum of
______________________________ to Account Number _______________________ at
_____________________(Name of Bank)_________________
_______________________________
Deputy General Manager
Commerce, Economics & Finance
of Israel Railways Ltd.”
The aforementioned demand shall be sufficient for all purposes of this Guarantee, and
specifically shall be sufficient to collect any sums under this Guarantee from the
Guarantor immediately upon demand by ISR.
_________
Date
_______________
Guarantor
44
Annex "E"
Form of Delivery Certificate
To: Israel Railways Ltd.
Purchasing Department – Rolling Stock Division
1 Hacharoshet Str.
P.O.Box 10062, Haifa Bay 26111
Israel
Re: Delivery Certificate
We
hereby
certify
that
the
Wheels
indicated
in
Bill
of
Lading
No.
___________________________
Vessel Name: ___________________________________________________ as specified
in Purchase Order(s) No(s). ____________________________
issued under
Agreement No. 90099 dated March 2005 (the "Agreement") have been deposited at Israel
Railways Ltd. (the "ISR")"Kishon" site in Haifa Bay, Israel.
ISR's signature on this Delivery Certificate is in accordance with Sections 6.4 - 6.6 of the
Agreement and is subject to the limitation indicated therein.
THIS CERTIFICATE IS ISSUED WITHOUT PREJUDICE TO THE RIGHTS AND
POWERS OF ISR UNDER THE AFORESAID AGREEMENT.
___________
Date
______________________
ISR's Representative
45
Annex "F" - Foreign Supplier’s Industrial Cooperation Undertaking
This form has to be filled out, duly signed and submitted by each Proponent together with the
Proponent's Proposal in response to the Tender/Request for Proposals referred to below. Failure to
comply with this requirement may disqualify the Proponent's Proposal. The Proponent shall be
referred to herein as the "Supplier".
Annex to Invitation to Tender/Request for Proposals no.
, issued by
(hereinafter referred to as the “Buyer”) dated
for the supply of
Foreign Supplier’s Industrial Cooperation Undertaking
As per the Mandatory Tenders Regulations
(Mandatory Industrial Cooperation), 5767-2007 (hereinafter the “Regulations”)
We, (name of Supplier)
having offices at (full address)
commit to the State of Israel, that in the event of winning the above mentioned Tender/Request for
Proposals (hereinafter referred to as the "Tender”), and in the event that during the Agreement
Period the cumulative consideration due under Task Orders issued by ISR shall reach the threshold
set out in the Regulations ,we shall put into practice Industrial Cooperation in Israel, in accordance
with the outlined below:
1. We are aware of the fact that this undertaking is provided pursuant to the Regulations and that
the terms used herein shall have the same meanings as ascribed to them in the Regulations.
2. The extent of Industrial Cooperation that shall be carried out by us, shall equal at least 35% (for
suppliers of non-excluded products from GPA member states, the extent of industrial
cooperation is 20%), of the value of the contract or of the transaction, that will be concluded
with us, in the event of winning this tender in whole or in part. With respect to the foregoing,
the value of the contract or transaction shall also include the following: (i) the exercise of any
option related thereto; (ii) any follow-on procurement in excess of USD 500,000 that is made
within a period of five years from the date of the original contract and (iii) any acquisition of
spare parts, training activities, maintenance, technical assistance, guarantees etc. that will be
procured from us, in connection with the main services and/or products acquired from us,
within the framework of the Tender.
3. We are aware that our undertaking for Industrial Cooperation, may be fulfilled by using any of
the following means: local subcontracting, investments, Know-How transfer, R&D, acquisition
of Israeli products, work or services, or by any other means if approved in advance by the
Industrial Cooperation Authority (“ICA”), but excluding those listed in clause 10 bellow.
46
4. (a) Within the framework of our undertaking, we commit to carry out Local Subcontracting in a
value not less than 20% of the contract/transaction value and additionally, carry out Industrial
Cooperation in one or more of the other ways set forth in clause 3 above, in a value not less
than 15 or 0% (subject to the rule outlined in clause 2 above) of the contract/transaction value.
(b) We are aware that once we’ve committed to carry out Local Subcontracting in the value
outlined above, at the end of work done, we’ll have to provide the Buyer and the ICA with a
signed by a CPA report, indicating the value and nature of Local Subcontracting actually
materialized.
5. We are aware of that in accordance with the provisions of the tender, we are required to provide
in conjunction with our price proposal and this duly signed undertaking form, a detailed
fulfillment program with respect to our undertaking, in the event that we win the Tender, as
further described below in clause 11.
Failure to provide the fulfillment program as required will disqualify our bid.
6. We are aware that if we win the Tender, the ICA will be in charge on behalf of the Government
of Israel with the appraisal, classification and monitoring of the hereby attached fulfillment
program.
7. Our undertaking for Industrial Cooperation shall be carried out within 3 years as of the effective
date of the contract/transaction the subject of the tender. The ICA may upon request, approve
an extended period of time for the fulfillment of our undertaking, considering the nature of
Industrial Cooperation to be implemented, or the complexity of the contract/transaction. In any
case, our undertaking for Industrial Cooperation remains in force until completed.
8. The records of ICA pertaining to the execution of our undertaking shall be prima facie evidence
in any matter relevant to the fulfillment of this requirement in the tender.
9.
We are aware that in order to value the extent of Industrial Cooperation activities carried out
by us pursuant to this undertaking, the following rules shall apply:
(a)New or incremental procurement by the Supplier of Israeli products or services, compared
to the Supplier’s average extent of procurements carried out in the last three years, or the
award of orders for local subcontracting, comprising a level of Israeli added value of at least
35%, shall result in Industrial Cooperation credits in a value of 100% of the business deal
nominal price.
(b) In some instances, subject to the rules to be published and on a case by case basis, the ICA
will be entitled to grant credits exceeding 100% of the business deal price, by virtue of
Industrial Cooperation activities of a unique nature, or activities implemented with preferred
industry sectors and regions.
10. Furthermore we are aware that:
(a)
Any grant that was provided by the Government of Israel as part of a plan for an
investment, acquisition or funding of a R&D project, shall not be taken into account for the
purpose of calculating our Industrial Cooperation
(b) Expenditures such as: agent commissions, personnel expenses, office expenses and other
expenses that were incurred for the purpose of promoting our sales in Israel, shall not be
recognized as Industrial Cooperation activities.
(c) Purchase of shares of Israeli companies to which the Securities Law 5728-1968 applies, to
the extent in which the purchaser is not deemed to be “a party with an interest” as defined in
the said Law, will not be considered as Industrial Cooperation.
(d) Any activity of ours with the Israeli industry that was carried out prior to being awarded
with the Buyer’s contract, shall not be eligible for crediting purposes.
(e) Any Industrial Cooperation activity to be carried out by us which is not part of our
fulfillment program will be subject to ICA’s prior approval.
47
(f) Any activity of ours with the Israeli industry that incurs Offset/Industrial Cooperation
obligations on the Israeli industry shall not be eligible for crediting purposes.
11. Aimed at demonstrating our serious intentions regarding the fulfillment of our undertaking, we
commit to take the following steps:
(a) To furnish along with the submission of our bid or price proposal (the latest between the
two), a fulfillment program for our undertaking, if we win the above mentioned tender. We
will use Attachment A to specify the program including as many details as possible of subjects
for Industrial Cooperation with the Israeli industry, implementation mile stones and time frame
of completion, having regard to activities as outlined in clause 3 above.
(b) Part of that program will be the appointment and written notification of a competent person
to act as our Industrial Cooperation Coordinator (ICC), who will be responsible on our behalf
for the fulfillment of this undertaking, for managing the activities in this regard and serve as
our contact with the ICA, with the Israeli industry and other business entities. The appointee’s
name and position in our organization and all other complementary information will be fully
outlined in the program submitted.
In case the ICC is replaced at any time in the future, we are committed to notify the ICA within
72 hours from the time the replacement took place.
(c) To take all conventional measures, including the use of consultation services, conducting a
professional survey in Israel, visiting business entities in Israel and vice versa, or any other
means aimed at the examination of business feasibilities in Israel.
(d) Once every year (on January 31) and until our undertaking is fully satisfied, we shall
furnish the ICA with written - in a format to be set by the ICA - reports, having regard to the
fulfillment of our undertaking for Industrial Cooperation, which will include the following
data:
(1) Full identifying details of orders for Israeli products, work and services, local
Subcontracts, investments or any other Industrial Cooperation activities carried out during
the reporting period, subject to the rules set forth in clause 9 above.
(2) Any additional information that might be required by the ICA, regarding activities
we’ve carried out aimed at the fulfillment of our undertaking.
Non compliance with any of the requirements outlined in clause 11 will be deemed as a
violation of our undertaking.
12. All communications on our behalf having regard to the fulfillment of this undertaking will be
sent to the ICA at the following address:
Industrial Cooperation Authority
Ministry of Industry Trade and Labor
86 Menachem Begin Rd.
P.O. Box 36049
Tel Aviv 67138, Israel.
Tel: (972) 3 7347515 Fax: (972) 3 7347639
and additionally, for U.S. and Canadian companies:
The U.S. Director - ICA
Government of Israel Economic Mission
800 Second Ave. 17th Floor,
New York, NY 10017, U.S.A.
Tel: (212) 499 5741, Fax: (212) 499 5745
Signature of an authorized officer on behalf of the Supplier:
If the bid is submitted by an importer and/or a leasing services provider, this document should be
signed by an authorized officer on behalf of the foreign manufacturer of the goods or services to be
supplied pursuant to the a.m. tender.
Name:
Phone No.:
Title:
Fax No:
48
Signature:
Email:
1/07/2010
Date:
Web Site:
Attachment A to the Industrial Cooperation Undertaking
Pursuant to Agreement No. [specify number], entered and signed on [specify date] between
the Israeli Railways Ltd. ("Buyer") and us, the undersigned (the "Agreement"),
Related to Tender/RFP No. ………………………………
Issued by .....................……………………………………… Dated ……………………….
Pursuant to clause 11(a) of the a.m. document, we (full company name) …………………
……………..…….……..……………………………,
hereby submit our Fulfillment
Program, that will serve as our initial draft, aimed at the satisfaction of our a.m.
undertaking, as follows:
1. In accordance with clause 3 of our undertaking, our fulfillment activities
will be in the fields of one or more of the following Industrial Cooperation
Categories:
 Local Subcontracting
 R&D Orders
 Investments
 Acquisition of Israeli Products, Work or Services
 Know-How transfer
 Other ….…………………………………..
2. Anticipated / Approximate dates of the following mile stones implementation:
a. Conducting an Israeli industry survey: …………………………………….
b. Projects and partners selection: …………………………..………………..
c. Starting date of IC activities implementation: ……………………………...
d. Full program accomplishment: ……………………………………………..
3. Following is our prospective Fulfillment Program.
Industrial
Cooperation
Category
Transaction
Description
Estimated Timeframe
Start
Date
Names of Israeli
Entities Involved
Transaction
Value
Israeli
Entity’s
Contact Person info.
Due Date
Total Fulfillment
Value
(Additional records, should be registered in the same table format).
Name: ………………………………… Title: ………………………………………………
Signature: ……………………………..
Date: ……………………………………………
49
Note: For further clarifications or assistance in filling out this document, feel free to
contact the corresponding ICA representative, to be found at: www.ica.gov.il
50
Appendix D1 to the Tender Documents
Bidder's Declaration in accordance with Pre-Requisite Section 1.1
to the Tender Documents
The manufacturer of the Wheels – Tender No. MC/RC/08/11
In accordance with Section 1.1 of the Tender's General Terms and Conditions:
The bidder must be the manufacturer of the solid (mono-block) wheels.
Please fill in the following:
We ________________________ (the "Bidder") hereby certify that we are the manufacturers of the
solid (mono-block) wheels.
Signature of Bidder:
______________________________
By:
______________________________
Title:
______________________________
51
Appendix D2
Experience and Reference List – Tender No. MC/RC/08/11
(in accordance with Pre-Requisite Section 1.2 to the Tender Documents)
Date: ______________
In accordance with Section 1.2 of the Tender's General Terms and Conditions:
The Bidder has supplied, commencing from 2006 and until the submission date, at least one hundred
fifty thousand (150,000) Solid (mono-block) Wheels which were manufactured by the Bidder.
Name of customer
who
purchased
the
wheels from bidder
Date the Solid
(mono-block)
Wheels were
supplied
Quantity
wheels
supplied
of Type of Contact
person
wheels
supplied
Signature of Bidder:
______________________________
By:
______________________________
Title:
______________________________
Please copy this page in order to fill in all relevant experience
52
Telephone and
Facsimile no.
of contact
person