Liquefaction Train Systems. i. The delivery schedule for the Liquefaction Trains assumes that a limited notice to proceed pursuant to Appendix A attached to Exhibit A of this Agreement (“LTS LNTP”) will be issued authorizing the scope of services included in such LTS LNTP with respect to the applicable LTS Purchase Order for a Liquefaction Train System no later than [***] prior to the issuance of the full notice to proceed authorizing the applicable Seller to proceed with the full scope of work under such LTS Purchase Order (“LTS FNTP”). If the LTS LNTP is issued less than [***] prior to the issuance of the LTS FNTP under a LTS Purchase Order, the delivery schedule for such LTS Purchase Order shall be extended day for day for each day the LTS LNTP was issued less than [***] prior to the issuance of the LTS FNTP. VGLNG and BH acknowledge and agree that the amounts payable with respect to the services performed under the LTS LNTP for a LTS Purchase Order, not including any amount that may be due in connection with a termination of the LTS Purchase Order, shall be payable in accordance with the payment schedule set forth in Appendix B to Exhibit A of this Agreement and shall not exceed [***] of the Contract Price. The scope of the applicable Seller’s services under the LTS LNTP is described in Appendix C that is included in Exhibit A, which is attached hereto and incorporated by reference herein. ii. VGLNG and BH acknowledge that the Liquefaction Trains will be delivered when completed on a specific schedule that requires continuous and regular deliveries. While initial delivery dates may vary and are ultimately subject to the terms of the applicable LTS Purchase Order, the applicable Seller will deliver the Liquefaction Trains under such LTS Purchase Order as follows: (i) the first two (2) Liquefaction Trains under such LTS Purchase Order within [***] following the LTS FNTP date of such LTS Purchase Order; (ii) each subsequent set of two (2) Liquefaction Trains under such LTS Purchase Order will be delivered between [***] and [***] after the delivery date of the preceding set of two (2) Liquefaction Trains until the total quantity of Liquefaction Trains under such LTS Purchase Order is complete. The delivery schedule under each LTS Purchase Order shall ensure that at least [***] exist between the delivery date of the last two (2) Liquefaction Trains of an LTS Purchase Order and the delivery date of the first two (2) Liquefaction Trains of the subsequent LTS Purchase Order; provided however in the event that delivery dates under an LTS Purchase Order, as scheduled pursuant to the immediately preceding sentence, overlap with or occur prior to the date that is [***] after the delivery date of the last two (2) Liquefaction Trains under the preceding LTS Purchase Order, the Parties shall negotiate in good faith the delivery dates under such subsequent LTS Purchase Order. iii. As applicable under an LTS Purchase Order, if Seller identifies specific supply chain constraints to any Major Component (as such term is defined in Section 3.2), e-houses and/or module steel structures in such LTS Purchase Order, Seller shall have the right to demonstrate those concerns to Buyer no later than thirty (30) days prior to expected date of issuance of such LTS Purchase Order, and Buyer and Seller shall reasonably negotiate in good faith the scope, schedule and amount to be paid under the LTS LNTP under such LTS Purchase Order. iv. With respect to each LTS Purchase Order, BH and the applicable Purchaser shall negotiate in good faith adjustments to the structure and timing of payment of, without modification to the aggregate amount of, any bonus for early delivery described in clause 6.7 of Appendix A attached to Exhibit A of this Agreement.
Appears in 3 contracts
Sources: Fourth Amended and Restated Letter of Agreement (Venture Global, Inc.), Letter of Agreement (Venture Global, Inc.), Letter of Agreement (Venture Global, Inc.)
Liquefaction Train Systems. i. The delivery schedule for the Liquefaction Trains assumes that a limited notice to proceed pursuant to Appendix A attached to Exhibit A of this Agreement (“LTS LNTP”) will be issued authorizing the scope of services included in such LTS LNTP LNTP, as follows:
1. with respect to the applicable Sixth LTS Purchase Order: (i) for LTS PO 6.1, on the date of execution of LTS PO 6.1, with LTS FNTP to be issued within [***] of the date of execution of LTS PO 6.1; and (ii) for LTS PO 6.2, no later than [***], with LTS FNTP to be issued no later than [***].
2. with respect to the Seventh LTS Purchase Order for a Liquefaction Train System and each subsequent LTS Purchase Order, no later than [***] prior to the issuance of the full notice to proceed authorizing the applicable Seller to proceed with the full scope of work under such LTS Purchase Order (“LTS FNTP”). If the LTS LNTP is issued less than [***] prior to the issuance of the LTS FNTP under a LTS Purchase Order, the delivery schedule for such LTS Purchase Order shall be extended day for day for each day the LTS LNTP was issued less than [***] prior to the issuance of the LTS FNTP. VGLNG and BH acknowledge and agree that the amounts payable with respect to the services performed under the LTS LNTP for a LTS Purchase Order, not including any amount that may be due in connection with a termination of the LTS Purchase Order, shall be payable in accordance with the payment schedule set forth in Appendix B to Exhibit A of this Agreement and shall not exceed [***] of the Contract Price]. The scope of the applicable Seller’s services under the LTS LNTP is described in Appendix C that is included in Exhibit A, which is attached hereto and incorporated by reference herein.
ii. VGLNG and BH acknowledge that the Liquefaction Trains will be delivered when completed on a specific schedule that requires continuous and regular deliveries. While initial delivery dates may vary and are ultimately subject to the terms of the applicable LTS Purchase Order, the applicable Seller will deliver the Liquefaction Trains under such LTS Purchase Order as follows: (i) the first two (2) [***]Liquefaction Trains under such LTS Purchase Order within [***] following the LTS FNTP date of such LTS Purchase Order; (ii) each subsequent set of two (2) [***] Liquefaction Trains under such LTS Purchase Order will be delivered between [***] and [***] after the delivery date of the preceding set of two (2) [***] Liquefaction Trains until the total quantity of Liquefaction Trains under such LTS Purchase Order is complete. The delivery schedule under each LTS Purchase Order shall ensure that at least [***] exist between the delivery date of the last two (2) [***] Liquefaction Trains of an LTS Purchase Order and the delivery date of the first two (2) [***] Liquefaction Trains of the subsequent LTS Purchase Order; provided however in the event that delivery dates under an LTS Purchase Order, as scheduled pursuant to the immediately preceding sentence, overlap with or occur prior to the date that is [***] after the delivery date of the last two (2) [***] Liquefaction Trains under the preceding LTS Purchase Order, the Parties shall negotiate in good faith the delivery dates under such subsequent LTS Purchase Order.
iii. As applicable under an LTS Purchase Order, if Seller identifies specific supply chain constraints to any Major Component (as such term is defined in Section 3.2), e-houses and/or module steel structures ) in such LTS Purchase Order, Seller shall have the right to demonstrate those concerns to Buyer no later than thirty (30) days prior to expected date of issuance of such LTS Purchase Order, and Buyer and Seller shall reasonably negotiate in good faith the scope, schedule and amount to be paid under the LTS LNTP under such LTS Purchase Order.
iv. With respect to each LTS Purchase Order, BH and the applicable Purchaser shall negotiate in good faith adjustments to the structure and timing of payment of, without modification to the aggregate amount of, any bonus for early delivery described in clause 6.7 of Appendix A attached to Exhibit A of this Agreement. For the Sixth LTS Purchase Order, the early delivery bonus shall not exceed [***], and for the Seventh LTS Purchase Order and each subsequent LTS Purchase Order, the early delivery bonus shall not exceed [***] per Liquefaction Train for the first [***] Liquefaction Trains of each LTS Purchase Order and [***] per Liquefaction Train for the remaining Liquefaction Trains of each LTS Purchase Order.
Appears in 1 contract
Sources: Fifth Amended and Restated Letter of Agreement (Venture Global, Inc.)
Liquefaction Train Systems. i. The delivery schedule purchase price for each Liquefaction Train System (the “LTS Purchase Price”) shall be equal to the sum of: (1) [***]; and (2) [***].
ii. The applicable Seller shall deliver each Liquefaction Train DDP the marine offloading facility(ies) adjacent to the Project site as designated by Purchaser to Seller for the items to be delivered by barge (Incoterms 2010) and DDP the Project site for the items to be delivered by truck (Incoterms 2010), as specified in the relevant LTS Purchase Order (each, a “Delivery Point”). The items will be supplied to the relevant jurisdiction in which they will be installed, cleared through customs and duty-paid for use in that jurisdiction. The LTS Purchase Price shall not include any Liquefaction Trains assumes that a limited notice Train System duties and tariffs paid by the applicable Seller to proceed pursuant to Appendix A attached to Exhibit A of this Agreement deliver each Liquefaction Train in accordance with the preceding sentence (“LTS LNTPDuties”) will be issued authorizing ), and physical transportation costs, exclusive of insurance costs and taxes associated with physical transportation costs other than LTS Duties, for each such Liquefaction Train (“LTS Transportation Costs”). Purchaser shall reimburse the scope applicable Seller pursuant to the LTS Purchase Order requirements for all reasonable, documented out-of-pocket LTS Duties and LTS Transportation Costs incurred by the applicable Seller, plus a fixed fee of services included [***], for the applicable Seller’s management of the Liquefaction Train deliveries (divided proportionally based upon delivery of each Liquefaction Train and payable by Purchaser monthly). LTS Transportation Costs, inclusive of the fixed fee, shall, subject to the following two sentences, not exceed [***] in the aggregate; provided that the applicable Seller has made commercially reasonable efforts to obtain competitive transportation pricing terms and to minimize transportation costs. When the amount of LTS Transportation Costs forecast by Seller reaches [***] of the not to exceed amount of LTS Transportation Costs amount set forth above and Seller reasonably estimates that the aggregate Transportation Costs may exceed such not to exceed amount of LTS LNTP with respect Transportation Costs, Seller shall notify the applicable Purchaser and provide an estimate of the remaining LTS Transportation Costs anticipated to complete the Liquefaction Train System deliveries under the applicable LTS Purchase Order for Order. Purchaser will reasonably consider an adjustment to the not to exceed LTS Transportation Costs; provided that any such increase in the LTS Transportation Costs shall be mutually agreed in a Liquefaction Train System no later than change order to such LTS Purchase Order. At least [***] prior to the issuance delivery of the full notice to proceed authorizing the applicable Seller to proceed with the full scope of work under such LTS Purchase Order (“LTS FNTP”). If the LTS LNTP is issued less than [***] prior to the issuance of the LTS FNTP first Liquefaction Train under a LTS Purchase Order, the applicable Seller shall provide to Purchaser for Purchaser’s review and approval a plan for the delivery schedule of the Liquefaction Trains, in accordance with the delivery schedule, including the identity of the transportation vendors and the estimated LTS Transportation Costs for such LTS Purchase Order, such approval not to be unreasonably withheld, conditioned or delayed.
iii. The LTS Purchase Price for each LTS Purchase Order shall be extended day for day for each day firm and not subject to any adjustments, other than increases or decreases in the LTS LNTP was issued less than Purchase Price resulting from (i) [***] prior to the issuance of the LTS FNTP. VGLNG and BH acknowledge and agree that the amounts payable ], (ii) [***], (iii) with respect to the services performed under the component (1) of such LTS LNTP Purchase Price for a each LTS Purchase Order, not including any by an additional amount that may be due based upon changes in connection with a termination of the LTS Purchase Order, shall be payable labor and commodities indices in accordance with the payment schedule set forth in Appendix B to Exhibit A of this Agreement and shall not exceed [***] of the Contract Price. The scope of the applicable Seller’s services under the LTS LNTP is described in Appendix C that is included in Exhibit AD, which is attached hereto and incorporated by reference herein.
ii. VGLNG , (iv) a foreign exchange adjustment to component (1) of such LTS Purchase Price in accordance with Exhibit E, which is attached hereto and BH acknowledge that incorporated by reference herein, and (v) in the Liquefaction Trains will be delivered when completed on a specific schedule that requires continuous and regular deliveries. While initial delivery dates may vary and are ultimately subject to the terms case of the applicable any Expansion LTS Purchase Order, the applicable Seller will deliver the Liquefaction Trains under such LTS Purchase Order as follows: any adjustments contemplated in Section 1.1(a)(ix), and (iv) the first two (2) Liquefaction Trains under such LTS Purchase Order within [***] following the LTS FNTP date of such LTS Purchase Order; (ii) each subsequent set of two (2) Liquefaction Trains under such LTS Purchase Order will be delivered between [***] and [***] after the delivery date of the preceding set of two (2) Liquefaction Trains until the total quantity of Liquefaction Trains under such LTS Purchase Order is complete. The delivery schedule under each LTS Purchase Order shall ensure that at least [***] exist between the delivery date of the last two (2) Liquefaction Trains of an LTS Purchase Order and the delivery date of the first two (2) Liquefaction Trains of the subsequent LTS Purchase Order; provided however in the event that delivery dates under an LTS Purchase Order, as scheduled pursuant to the immediately preceding sentence, overlap with or occur prior to the date that is [***] after the delivery date of the last two (2) Liquefaction Trains under the preceding LTS Purchase Order, the Parties shall negotiate in good faith the delivery dates under such subsequent LTS Purchase Order.
iii. As applicable under an LTS Purchase Order, if Seller identifies specific supply chain constraints to any Major Component (as such term is defined in Section 3.2), e-houses and/or module steel structures in such LTS Purchase Order, Seller shall have the right to demonstrate those concerns to Buyer no later than thirty (30) days prior to expected date of issuance execution of such LTS Purchase Order, any adjustment pursuant to the terms and Buyer and Seller shall reasonably negotiate in good faith the scope, schedule and amount to be paid under the LTS LNTP under conditions of such LTS Purchase Order.
iv. With respect The obligation for holding the price and delivery schedule for the Liquefaction Train Systems in accordance with this Agreement is subject to each and contingent, (i) for the fourth Liquefaction Train System, on a Purchaser executing the Fourth LTS Purchase Order, and (ii) for each subsequent Liquefaction Train System, on Purchaser executing each of the LTS Purchase Orders after the Fourth LTS Purchase Order that relate to a Liquefaction Train System that precedes such subsequent Liquefaction Train System, in each case, within the timeframes detailed in Section 1.1(a).
v. Subject to Section 1.1(a)(ix), in exchange for BH performing all of its obligations under this Agreement and provided that no BH event of default has occurred and is continuing under this Agreement, if VGLNG, through its subsidiaries, commences construction of a Project that is intended to produce an amount of liquefied natural gas for off-take from such Project that has the design capacity of the Liquefaction Train System described in Appendix C to the LTS Purchase Order: (i) such Project shall utilize a Liquefaction Train System manufactured by BH, its affiliates or BH’s designee and VGLNG shall not, directly or through a subsidiary, affiliate, or other entity, utilize a Liquefaction Train System manufactured by an entity other than BH, its affiliates or BH’s designee for such Project, and (ii) if the project is in the United States of America, VGLNG shall cause such Project owner to specify such Liquefaction Train System manufactured by BH or its designee as part of the Federal Energy Regulatory Commission (“FERC”) filings for such Project. Upon receiving a written request by BH, VGLNG shall make available to BH, to the extent permissible to do so, copies of the FERC filings for any such Project evidencing inclusion of the Liquefaction Train System manufactured by BH as part of the FERC filings for such Project.
vi. In exchange for BH performing all of its obligations under this Agreement and provided that no BH event of default has occurred and is continuing under this Agreement, if VGLNG, through its subsidiaries, decides to construct a Project that is intended to produce an amount of liquefied natural gas for off-take from such Project that is less or more than [***] MTPA and that does not have the design capacity of the Liquefaction Train System described in Appendix C to the LTS Purchase Order, then the LTS Purchase Price will be adjusted as follows:
A. If the reconfigured Liquefaction Train System will be comprised of between [***] each (each such block, a “LTS Block”), then the purchase price for the reconfigured Liquefaction Train System under the applicable LTS Purchase Order will be equal to [***];
B. If the reconfigured Liquefaction Train System will be comprised of between [***], then the purchase price for the reconfigured Liquefaction Train System under the applicable LTS Purchase Order will be equal to [***]; and
C. If the reconfigured Liquefaction Train System will be comprised of [***], then the purchase price for the reconfigured Liquefaction Train System under the applicable LTS Purchase Order will be equal to [***]. In such a circumstance, (1) [***], and (2) if the project is in the United State of America, VGLNG shall cause such Project owner to specify [***]. Upon receiving a written request by BH, VGLNG shall make available to BH, to the extent permissible to do so, copies of the FERC filings for any such Project evidencing inclusion of the Liquefaction Train System manufactured by BH or its affiliate as part of the FERC filings for such Project.
vii. BH represents and warrants to VGLNG that Appendix C to the LTS Purchase Order (the “Liquefaction Train System Scope of Supply”) includes all of the necessary obligations that are required to be performed by the applicable Seller in order for each of the Liquefaction Train Systems to operate in accordance with the requirements of the LTS Purchase Order and satisfy the design codes, standards and the performance guarantees set forth in the LTS Purchase Order. Notwithstanding Section 2.3(a)(ii), BH and VGLNG acknowledge and agree that the Liquefaction Train System Scope of Supply describes the items for the Liquefaction Train System being provided in general, but not in complete detail. BH and VGLNG agree that any specific items not set forth in the Liquefaction Train System Scope of Supply, or any details or clarifications thereto, that are required in order to satisfy the requirements of the LTS Purchase Order or to satisfy the design codes, standards and the performance guarantees set forth therein, in each case, will not be considered changes to the Liquefaction Train System Scope of Supply, unless they are explicitly excluded from the Liquefaction Train System Scope of Supply, are changes to the basis of design directed by ▇▇▇▇▇▇▇▇▇ or changes pursuant to the change order process of the LTS Purchase Order and [***]. The Parties acknowledge and agree that the Liquefaction Train System Scope of Supply contains certain single-line diagrams, pipe and instrumentation diagrams and other diagrams and drawings that will change as a Seller completes its engineering of the Liquefaction Train System and that any change to such diagrams and drawings, which are not the result of changes to the basis of design directed by Purchaser or changes made pursuant to the change order process of the LTS Purchase Order, will not be changes that will entitle either the applicable Purchaser shall negotiate or the applicable Seller to an increase in good faith adjustments to the structure and timing LTS Purchase Price or an extension of payment of, without modification to the aggregate amount of, any bonus delivery schedule for early delivery described in clause 6.7 of Appendix A attached to Exhibit A of this Agreementthe Liquefaction Train System under the LTS Purchase Order.
Appears in 1 contract
Liquefaction Train Systems. i. The delivery schedule purchase price for each Liquefaction Train System (the “LTS Purchase Price”) shall be equal to the sum of: (1) [***]; and (2) [***].
ii. The applicable Seller shall deliver each Liquefaction Train DDP the marine offloading facility(ies) adjacent to the Project site as designated by Purchaser to Seller for the items to be delivered by barge (Incoterms 2010) and DDP the Project site for the items to be delivered by truck (Incoterms 2010), as specified in the relevant LTS Purchase Order (each, a “Delivery Point”). The items will be supplied to the relevant jurisdiction in which they will be installed, cleared through customs and duty-paid for use in that jurisdiction. The LTS Purchase Price shall not include any Liquefaction Trains assumes that a limited notice Train System duties and tariffs paid by the applicable Seller to proceed pursuant to Appendix A attached to Exhibit A of this Agreement deliver each Liquefaction Train in accordance with the preceding sentence (“LTS LNTPDuties”) will be issued authorizing ), and physical transportation costs, exclusive of insurance costs and taxes associated with physical transportation costs other than LTS Duties, for each such Liquefaction Train (“LTS Transportation Costs”). Purchaser shall reimburse the scope applicable Seller pursuant to the LTS Purchase Order requirements for all reasonable, documented out-of-pocket LTS Duties and LTS Transportation Costs incurred by the applicable Seller, plus a fixed fee of services included [***], for the applicable Seller’s management of the Liquefaction Train deliveries (divided proportionally based upon delivery of each Liquefaction Train and payable by Purchaser monthly). LTS Transportation Costs, inclusive of the fixed fee, shall, subject to the following two sentences, not exceed [***] in the aggregate; provided that the applicable Seller has made commercially reasonable efforts to obtain competitive transportation pricing terms and to minimize transportation costs. When the amount of LTS Transportation Costs forecast by Seller reaches [***] of the not to exceed amount of LTS Transportation Costs amount set forth above and Seller reasonably estimates that the aggregate Transportation Costs may exceed such not to exceed amount of LTS LNTP with respect Transportation Costs, Seller shall notify the applicable Purchaser and provide an estimate of the remaining LTS Transportation Costs anticipated to complete the Liquefaction Train System deliveries under the applicable LTS Purchase Order for Order. Purchaser will reasonably consider an adjustment to the not to exceed LTS Transportation Costs; provided that any such increase in the LTS Transportation Costs shall be mutually agreed in a Liquefaction Train System no later than change order to such LTS Purchase Order. At least [***] prior to the issuance delivery of the full notice to proceed authorizing the applicable Seller to proceed with the full scope of work under such LTS Purchase Order (“LTS FNTP”). If the LTS LNTP is issued less than [***] prior to the issuance of the LTS FNTP first Liquefaction Train under a LTS Purchase Order, the applicable Seller shall provide to Purchaser for Purchaser’s review and approval a plan for the delivery schedule of the Liquefaction Trains, in accordance with the delivery schedule, including the identity of the transportation vendors and the estimated LTS Transportation Costs for such LTS Purchase Order, such approval not to be unreasonably withheld, conditioned or delayed.
iii. The LTS Purchase Price for each LTS Purchase Order shall be extended day for day for each day firm and not subject to any adjustments, other than increases or decreases in the LTS LNTP was issued less than Purchase Price resulting from (i) [***] prior to the issuance of the LTS FNTP. VGLNG and BH acknowledge and agree that the amounts payable ], (ii) [***], (iii) with respect to the services performed under the component (1) of such LTS LNTP Purchase Price for a each LTS Purchase Order, not including any by an additional amount that may be due based upon changes in connection with a termination of the LTS Purchase Order, shall be payable labor and commodities indices in accordance with the payment schedule set forth in Appendix B to Exhibit A of this Agreement and shall not exceed [***] of the Contract Price. The scope of the applicable Seller’s services under the LTS LNTP is described in Appendix C that is included in Exhibit AD, which is attached hereto and incorporated by reference herein.
ii. VGLNG , (iv) a foreign exchange adjustment to component (1) of such LTS Purchase Price in accordance with Exhibit E, which is attached hereto and BH acknowledge that incorporated by reference herein, and (v) in the Liquefaction Trains will be delivered when completed on a specific schedule that requires continuous and regular deliveries. While initial delivery dates may vary and are ultimately subject to the terms case of the applicable any Expansion LTS Purchase Order, the applicable Seller will deliver the Liquefaction Trains under such LTS Purchase Order as follows: any adjustments contemplated in Section 1.1(a)(ix), and (iv) the first two (2) Liquefaction Trains under such LTS Purchase Order within [***] following the LTS FNTP date of such LTS Purchase Order; (ii) each subsequent set of two (2) Liquefaction Trains under such LTS Purchase Order will be delivered between [***] and [***] after the delivery date of the preceding set of two (2) Liquefaction Trains until the total quantity of Liquefaction Trains under such LTS Purchase Order is complete. The delivery schedule under each LTS Purchase Order shall ensure that at least [***] exist between the delivery date of the last two (2) Liquefaction Trains of an LTS Purchase Order and the delivery date of the first two (2) Liquefaction Trains of the subsequent LTS Purchase Order; provided however in the event that delivery dates under an LTS Purchase Order, as scheduled pursuant to the immediately preceding sentence, overlap with or occur prior to the date that is [***] after the delivery date of the last two (2) Liquefaction Trains under the preceding LTS Purchase Order, the Parties shall negotiate in good faith the delivery dates under such subsequent LTS Purchase Order.
iii. As applicable under an LTS Purchase Order, if Seller identifies specific supply chain constraints to any Major Component (as such term is defined in Section 3.2), e-houses and/or module steel structures in such LTS Purchase Order, Seller shall have the right to demonstrate those concerns to Buyer no later than thirty (30) days prior to expected date of issuance execution of such LTS Purchase Order, any adjustment pursuant to the terms and Buyer and Seller shall reasonably negotiate in good faith the scope, schedule and amount to be paid under the LTS LNTP under conditions of such LTS Purchase Order.
iv. With respect to each LTS Purchase Order, BH and the applicable Purchaser shall negotiate in good faith adjustments to the structure and timing of payment of, without modification to the aggregate amount of, any bonus for early delivery described in clause 6.7 of Appendix A attached to Exhibit A of this Agreement.
Appears in 1 contract
Liquefaction Train Systems. i. The delivery schedule purchase price for each Liquefaction Train System (the “LTS Purchase Price”) shall be equal to the sum of: (1) [***]; and (2) [***].
ii. The applicable Seller shall deliver each Liquefaction Train DDP the marine offloading facility(ies) adjacent to the Project site as designated by Purchaser to Seller for the items to be delivered by barge (Incoterms 2010) and DDP the Project site for the items to be delivered by truck (Incoterms 2010), as specified in the relevant LTS Purchase Order (each, a “Delivery Point”). The items will be supplied to the relevant jurisdiction in which they will be installed, cleared through customs and duty-paid for use in that jurisdiction. The LTS Purchase Price shall not include any Liquefaction Trains assumes that a limited notice Train System duties and tariffs paid by the applicable Seller to proceed pursuant to Appendix A attached to Exhibit A of this Agreement deliver each Liquefaction Train in accordance with the preceding sentence (“LTS LNTPDuties”) will be issued authorizing ), and physical transportation costs, exclusive of insurance costs and taxes associated with physical transportation costs other than LTS Duties, for each such Liquefaction Train (“LTS Transportation Costs”). Purchaser shall reimburse the scope applicable Seller pursuant to the LTS Purchase Order requirements for all reasonable, documented out-of-pocket LTS Duties and LTS Transportation Costs incurred by the applicable Seller, plus a fixed fee of services included [***], for the applicable Seller’s management of the Liquefaction Train deliveries (divided proportionally based upon delivery of each Liquefaction Train and payable by Purchaser monthly). LTS Transportation Costs, inclusive of the fixed fee, shall, subject to the following two sentences, not exceed [***] in the aggregate; provided that the applicable Seller has made commercially reasonable efforts to obtain competitive transportation pricing terms and to minimize transportation costs. When the amount of LTS Transportation Costs forecast by Seller reaches [***] of the not to exceed amount of LTS Transportation Costs amount set forth above and Seller reasonably estimates that the aggregate Transportation Costs may exceed such not to exceed amount of LTS LNTP with respect Transportation Costs, Seller shall notify the applicable Purchaser and provide an estimate of the remaining LTS Transportation Costs anticipated to complete the Liquefaction Train System deliveries under the applicable LTS Purchase Order for Order. Purchaser will reasonably consider an adjustment to the not to exceed LTS Transportation Costs; provided that any such increase in the LTS Transportation Costs shall be mutually agreed in a Liquefaction Train System no later than change order to such LTS Purchase Order. At least [***] prior to the issuance delivery of the full notice to proceed authorizing the applicable Seller to proceed with the full scope of work under such LTS Purchase Order (“LTS FNTP”). If the LTS LNTP is issued less than [***] prior to the issuance of the LTS FNTP first Liquefaction Train under a LTS Purchase Order, the applicable Seller shall provide to Purchaser for Purchaser’s review and approval a plan for the delivery schedule of the Liquefaction Trains, in accordance with the delivery schedule, including the identity of the transportation vendors and the estimated LTS Transportation Costs for such LTS Purchase Order, such approval not to be unreasonably withheld, conditioned or delayed.
iii. The LTS Purchase Price for each LTS Purchase Order shall be extended day for day for each day firm and not subject to any adjustments, other than increases or decreases in the LTS LNTP was issued less than Purchase Price resulting from (i) [***] prior to the issuance of the LTS FNTP. VGLNG and BH acknowledge and agree that the amounts payable ], (ii) [***], (iii) with respect to the services performed under the component (1) of such LTS LNTP Purchase Price for a each LTS Purchase Order, not including any by an additional amount that may be due based upon changes in connection with a termination of the LTS Purchase Order, shall be payable labor and commodities indices in accordance with the payment schedule set forth in Appendix B to Exhibit A of this Agreement and shall not exceed [***] of the Contract Price. The scope of the applicable Seller’s services under the LTS LNTP is described in Appendix C that is included in Exhibit AD, which is attached hereto and incorporated by reference herein.
ii. VGLNG , (iv) a foreign exchange adjustment to component (1) of such LTS Purchase Price in accordance with Exhibit E, which is attached hereto and BH acknowledge that incorporated by reference herein, and (v) in the Liquefaction Trains will be delivered when completed on a specific schedule that requires continuous and regular deliveries. While initial delivery dates may vary and are ultimately subject to the terms case of the applicable any Expansion LTS Purchase Order, the applicable Seller will deliver the Liquefaction Trains under such LTS Purchase Order as follows: any adjustments contemplated in Section 1.1(a)(ix), and (iv) the first two (2) Liquefaction Trains under such LTS Purchase Order within [***] following the LTS FNTP date of such LTS Purchase Order; (ii) each subsequent set of two (2) Liquefaction Trains under such LTS Purchase Order will be delivered between [***] and [***] after the delivery date of the preceding set of two (2) Liquefaction Trains until the total quantity of Liquefaction Trains under such LTS Purchase Order is complete. The delivery schedule under each LTS Purchase Order shall ensure that at least [***] exist between the delivery date of the last two (2) Liquefaction Trains of an LTS Purchase Order and the delivery date of the first two (2) Liquefaction Trains of the subsequent LTS Purchase Order; provided however in the event that delivery dates under an LTS Purchase Order, as scheduled pursuant to the immediately preceding sentence, overlap with or occur prior to the date that is [***] after the delivery date of the last two (2) Liquefaction Trains under the preceding LTS Purchase Order, the Parties shall negotiate in good faith the delivery dates under such subsequent LTS Purchase Order.
iii. As applicable under an LTS Purchase Order, if Seller identifies specific supply chain constraints to any Major Component (as such term is defined in Section 3.2), e-houses and/or module steel structures in such LTS Purchase Order, Seller shall have the right to demonstrate those concerns to Buyer no later than thirty (30) days prior to expected date of issuance execution of such LTS Purchase Order, any adjustment pursuant to the terms and Buyer and Seller shall reasonably negotiate in good faith the scope, schedule and amount to be paid under the LTS LNTP under conditions of such LTS Purchase Order.
iv. With respect The obligation for holding the price and delivery schedule for the Liquefaction Train Systems in accordance with this Agreement is subject to each and contingent, (i) for the fourth Liquefaction Train System, on a Purchaser executing the Fourth LTS Purchase Order, and (ii) for each subsequent Liquefaction Train System, on Purchaser executing each of the LTS Purchase Orders after the Fourth LTS Purchase Order that relate to a Liquefaction Train System that precedes such subsequent Liquefaction Train System, in each case, within the timeframes detailed in Section 1.1(a).
v. Subject to Section 1.1(a)(ix), in exchange for BH performing all of its obligations under this Agreement and provided that no BH event of default has occurred and is continuing under this Agreement, if VGLNG, through its subsidiaries, commences construction of a Project that is intended to produce an amount of liquefied natural gas for off-take from such Project that has the design capacity of the Liquefaction Train System described in Appendix C to the LTS Purchase Order: (i) such Project shall utilize a Liquefaction Train System manufactured by BH, its affiliates or BH’s designee and VGLNG shall not, directly or through a subsidiary, affiliate, or other entity, utilize a Liquefaction Train System manufactured by an entity other than BH, its affiliates or BH’s designee for such Project, and (ii) if the project is in the United States of America, VGLNG shall cause such Project owner to specify such Liquefaction Train System manufactured by BH or its designee as part of the Federal Energy Regulatory Commission (“FERC”) filings for such Project. Upon receiving a written request by BH, VGLNG shall make available to BH, to the extent permissible to do so, copies of the FERC filings for any such Project evidencing inclusion of the Liquefaction Train System manufactured by BH as part of the FERC filings for such Project.
vi. In exchange for BH performing all of its obligations under this Agreement and provided that no BH event of default has occurred and is continuing under this Agreement, if VGLNG, through its subsidiaries, decides to construct a Project that is intended to produce an amount of liquefied natural gas for off-take from such Project that is less or more than [***] MTPA and that does not have the design capacity of the Liquefaction Train System described in Appendix C to the LTS Purchase Order, then the LTS Purchase Price will be adjusted as follows:
A. If the reconfigured Liquefaction Train System will be comprised of between [***] each (each such block, a “LTS Block”), then the purchase price for the reconfigured Liquefaction Train System under the applicable Purchaser LTS Purchase Order will be equal to [***];
B. If the reconfigured Liquefaction Train System will be comprised of between [***], then the purchase price for the reconfigured Liquefaction Train System under the applicable LTS Purchase Order will be equal to [***]; and
C. If the reconfigured Liquefaction Train System will be comprised of [***], then the purchase price for the reconfigured Liquefaction Train System under the applicable LTS Purchase Order will be equal to [***]. In such a circumstance, (1) [***], and (2) if the project is in the United State of America, VGLNG shall negotiate in good faith adjustments cause such Project owner to specify [***]. Upon receiving a written request by BH, VGLNG shall make available to BH, to the structure extent permissible to do so, copies of the FERC filings for any such Project evidencing inclusion of the Liquefaction Train System manufactured by BH or its affiliate as part of the FERC filings for such Project.
vii. BH represents and timing of payment of, without modification warrants to VGLNG that Appendix C to the aggregate amount of, any bonus for early delivery described in clause 6.7 of Appendix A attached to Exhibit A of this Agreement.LTS Purchase Order (the “
Appears in 1 contract
Sources: Fourth Amended and Restated Letter of Agreement (Venture Global, Inc.)
Liquefaction Train Systems. i. The delivery schedule Sixth LTS Purchase Order purchase price shall be as follows, inclusive of all applicable change orders executed for LTS purchase orders prior to [***]:
1. [***], not subject to escalation; and
2. [***], subject to escalation per section 1 of Exhibit D of this Agreement, from [***], until issuance of [***].
ii. For the Seventh LTS Purchase Order and each subsequent LTS Purchase Order, the purchase price for each Liquefaction Train System (the “LTS Purchase Price”) shall be [***], inclusive of all applicable change orders executed for LTS purchase orders prior to [***].
iii. The applicable Seller shall deliver each Liquefaction Train DDP the marine offloading facility(ies) adjacent to the Project site as designated by Purchaser to Seller for the items to be delivered by barge (Incoterms 2020) and DDP the Project site for the items to be delivered by truck (Incoterms 2020), as specified in the relevant LTS Purchase Order (each, a “Delivery Point”). The items will be supplied to the relevant jurisdiction in which they will be installed, cleared through customs and duty-paid for use in that jurisdiction. The LTS Purchase Price shall not include: (i) any duties paid by the applicable Seller to deliver each Liquefaction Trains assumes that a limited notice Train to proceed pursuant to Appendix A attached to Exhibit A of this Agreement the Delivery Point (“LTS LNTPDuties”); (ii) will be issued authorizing any reimbursable tariffs paid by the scope applicable Seller to deliver each Liquefaction Train to the Delivery Point (“LTS Reimbursable Tariffs”); or (iii) any physical transportation costs, exclusive of services included insurance costs and taxes associated with physical transportation costs other than LTS Duties, for each such Liquefaction Train (“LTS Transportation Costs”). Purchaser shall reimburse the applicable Seller pursuant to the LTS Purchase Order requirements for all reasonable, documented out-of-pocket LTS Duties, LTS Reimbursable Tariffs, and LTS Transportation Costs incurred by the applicable Seller, plus a fixed fee of [***], for the applicable Seller’s management of the Liquefaction Train deliveries (divided proportionally based upon delivery of each Liquefaction Train and payable by Purchaser monthly). LTS Transportation Costs, inclusive of the fixed fee and exclusive of LTS Reimbursable Tariffs, shall, subject to the following two sentences, not exceed [***] in the aggregate; provided that the applicable Seller has made commercially reasonable efforts to obtain competitive transportation pricing terms and to minimize transportation costs. When the actual amount of LTS Transportation Costs reaches [***] of the not to exceed amount of LTS Transportation Costs amount set forth above and Seller reasonably estimates that the aggregate Transportation Costs may exceed such not to exceed amount of LTS LNTP with respect Transportation Costs, Seller shall notify the applicable Purchaser and provide an estimate of the remaining LTS Transportation Costs anticipated to complete the Liquefaction Train System deliveries under the applicable LTS Purchase Order for Order. Purchaser will reasonably consider an adjustment to the not to exceed LTS Transportation Costs; provided that any such increase in the LTS Transportation Costs shall be mutually agreed in a Liquefaction Train System no later than change order to such LTS Purchase Order. At least [***] prior to the issuance delivery of the full notice to proceed authorizing the applicable Seller to proceed with the full scope of work under such LTS Purchase Order (“LTS FNTP”). If the LTS LNTP is issued less than [***] prior to the issuance of the LTS FNTP first Liquefaction Train under a LTS Purchase Order, the applicable Seller shall provide to Purchaser for Purchaser’s review and approval a plan for the delivery schedule of the Liquefaction Trains, in accordance with the delivery schedule, including the identity of the transportation vendors and the estimated LTS Transportation Costs for such LTS Purchase Order, such approval not to be unreasonably withheld, conditioned or delayed.
iv. The LTS Purchase Price for each LTS Purchase Order shall be extended day for day for each day firm and not subject to any adjustments, other than increases or decreases in the LTS LNTP was issued less than Purchase Price resulting from (i) [***] prior to the issuance of the LTS FNTP. VGLNG and BH acknowledge and agree that the amounts payable with respect to the services performed under the LTS LNTP for a LTS Purchase Order], not including any amount that may be due in connection with a termination of the LTS Purchase Order, shall be payable in accordance with the payment schedule set forth in Appendix B to Exhibit A of this Agreement and shall not exceed (ii) [***] of the Contract Price. The scope of the applicable Seller’s services under the LTS LNTP is described ], (iii) by an additional amount based upon changes in Appendix C that is included labor and commodities indices in accordance with Exhibit AD, which is attached hereto and incorporated by reference herein.
ii. VGLNG , (iv) a foreign exchange adjustment to such LTS Purchase Price in accordance with Exhibit E, which is attached hereto and BH acknowledge that incorporated by reference herein, and (v) after the Liquefaction Trains will be delivered when completed on a specific schedule that requires continuous and regular deliveries. While initial delivery dates may vary and are ultimately subject to the terms execution of the applicable such LTS Purchase Order, any adjustment pursuant to the applicable Seller will deliver the Liquefaction Trains under terms and conditions of such LTS Purchase Order.
v. The obligation for holding the price and delivery schedule for the Liquefaction Train Systems in accordance with this Agreement is subject to and contingent, (i) for the sixth Liquefaction Train System, on a Purchaser executing the Sixth LTS Purchase Order, and (ii) for each subsequent Liquefaction Train System, on Purchaser executing each of the LTS Purchase Orders after the Sixth LTS Purchase Order as followsthat relate to a Liquefaction Train System that precedes such subsequent Liquefaction Train System, in each case, within the timeframes detailed in Section 1.1(a).
vi. Subject to Section 1.1(a)(ix), in exchange for BH performing all of its obligations under this Agreement and provided that no BH event of default has occurred and is continuing under this Agreement, if VGLNG, through its subsidiaries, commences construction of a Project that is intended to produce an amount of liquefied natural gas for off-take from such Project that has the design capacity of the Liquefaction Train System described in Appendix C to the LTS Purchase Order: (i) such Project shall utilize a Liquefaction Train System manufactured by BH, its affiliates or BH’s designee and VGLNG shall not, directly or through a subsidiary, affiliate, or other entity, utilize a Liquefaction Train System manufactured by an entity other than BH, its affiliates or BH’s designee for such Project, and (ii) if the first two project is in the United States of America, VGLNG shall cause such Project owner to specify such Liquefaction Train System manufactured by BH or its designee as part of the Federal Energy Regulatory Commission (2“FERC”) filings for such Project. Upon receiving a written request by BH, VGLNG shall make available to BH, to the extent permissible to do so, copies of the FERC filings for any such Project evidencing inclusion of the Liquefaction Trains Train System manufactured by BH as part of the FERC filings for such Project.
vii. In exchange for BH performing all of its obligations under this Agreement and provided that no BH event of default has occurred and is continuing under this Agreement, if VGLNG, through its subsidiaries, decides to construct a Project that is intended to produce an amount of liquefied natural gas for off-take from such LTS Purchase Order within Project that is less or more than [***] following MTPA and that does not have the LTS FNTP date design capacity of such the Liquefaction Train System described in Appendix C to the LTS Purchase Order; (ii) each subsequent set of two (2) Liquefaction Trains under such , then the LTS Purchase Order Price will be delivered adjusted as follows:
A. If the reconfigured Liquefaction Train System will be comprised of between [***] each (each such block, a “LTS Block”), then the purchase price for the reconfigured Liquefaction Train System under the applicable LTS Purchase Order will be equal to [***];
B. If the reconfigured Liquefaction Train System will be comprised of between [***], then the purchase price for the reconfigured Liquefaction Train System under the applicable LTS Purchase Order will be equal to [***]; and
C. If the reconfigured Liquefaction Train System will be comprised of [***], then the purchase price for the reconfigured Liquefaction Train System under the applicable LTS Purchase Order will be equal to [***]. In such a circumstance, (1) [***], and (2) if the project is in the United State of America, VGLNG shall cause such Project owner to specify [***]. Upon receiving a written request by BH, VGLNG shall make available to BH, to the extent permissible to do so, copies of the FERC filings for any such Project evidencing inclusion of the Liquefaction Train System manufactured by BH or its affiliate as part of the FERC filings for such Project.
viii. BH represents and warrants to VGLNG that Appendix C to the LTS Purchase Order (the “Liquefaction Train System Scope of Supply”) includes all of the necessary obligations that are required to be performed by the applicable Seller in order for each of the Liquefaction Train Systems to operate in accordance with the requirements of the LTS Purchase Order and satisfy the design codes, standards and the performance guarantees set forth in the LTS Purchase Order. Notwithstanding Section 2.3(a)(ii), BH and VGLNG acknowledge and agree that the Liquefaction Train System Scope of Supply describes the items for the Liquefaction Train System being provided in general, but not in complete detail. BH and VGLNG agree that any specific items not set forth in the Liquefaction Train System Scope of Supply, or any details or clarifications thereto, that are required in order to satisfy the requirements of the LTS Purchase Order or to satisfy the design codes, standards and the performance guarantees set forth therein, in each case, will not be considered changes to the Liquefaction Train System Scope of Supply, unless they are explicitly excluded from the Liquefaction Train System Scope of Supply, are changes to the basis of design directed by Purchaser or changes pursuant to the change order process of the LTS Purchase Order and [***] after The Parties acknowledge and agree that the delivery date Liquefaction Train System Scope of Supply contains certain single-line diagrams, pipe and instrumentation diagrams and other diagrams and drawings that will change as a Seller completes its engineering of the preceding set Liquefaction Train System and that any change to such diagrams and drawings, which are not the result of two (2) Liquefaction Trains until changes to the total quantity basis of Liquefaction Trains under such LTS Purchase Order is complete. The delivery schedule under each LTS Purchase Order shall ensure that at least [***] exist between design directed by Purchaser or changes made pursuant to the delivery date change order process of the last two (2) Liquefaction Trains of an LTS Purchase Order and the delivery date of the first two (2) Liquefaction Trains of the subsequent LTS Purchase Order; provided however in the event that delivery dates under an LTS Purchase Order, as scheduled pursuant will not be changes that will entitle either the applicable Purchaser or the applicable Seller to an increase in the immediately preceding sentence, overlap with LTS Purchase Price or occur prior to the date that is [***] after an extension of the delivery date of schedule for the last two (2) Liquefaction Trains Train System under the preceding LTS Purchase Order, the Parties shall negotiate in good faith the delivery dates under such subsequent LTS Purchase Order.
iii. As applicable under an LTS Purchase Order, if Seller identifies specific supply chain constraints to any Major Component (as such term is defined in Section 3.2), e-houses and/or module steel structures in such LTS Purchase Order, Seller shall have the right to demonstrate those concerns to Buyer no later than thirty (30) days prior to expected date of issuance of such LTS Purchase Order, and Buyer and Seller shall reasonably negotiate in good faith the scope, schedule and amount to be paid under the LTS LNTP under such LTS Purchase Order.
iv. With respect to each LTS Purchase Order, BH and the applicable Purchaser shall negotiate in good faith adjustments to the structure and timing of payment of, without modification to the aggregate amount of, any bonus for early delivery described in clause 6.7 of Appendix A attached to Exhibit A of this Agreement.
Appears in 1 contract
Sources: Fifth Amended and Restated Letter of Agreement (Venture Global, Inc.)