APPROVED BY:
The Chairman of the Tender Committee
of PJSC “Aeroflot”
(signature)
"
(initials, surname)
"
(DD)
(MM)
(YYYY)
PROCUREMENT DOCUMENTATION
Procurement Method:
An Open Request for Proposals
" Purchasing of business class seats and approving documentation for 5 Airbus A330”
is implemented in compliance with applicable provisions of the Federal Law No. 223-FZ "On
Procurement of Goods, Work, and Services by Certain Types of Legal Entities” dated July 18, 2011
and the Regulations on the procurement of Goods, Work, and Services (RI-GD-148E)
in electronic form on the electronic trading platform of PJSC “Aeroflot”
https://trade.aeroflot.ru
(if necessary, indicate the form of the procedures and the e-trading platform)
Establishment
participation:
of
the
features
of Not provided for
(indicate "provided for (with a short description)" or "not provided for")
Not provided for
Establishment of a priority:
(indicate "provided for (with a short description)" or "not provided for")
1. General Provisions
Procurement documentation is an invitation addressed to an indefinite number of people, to
make proposals for the procurement procedure:
Purchasing of business class seats and approving documentation for 5 Airbus A330
(indicate the name of the procedure and fill in the table if necessary)
The procedure consists of
1
lot(s).
1. Purchasing of business class seats and approving documentation
for 5 Airbus A330
Lot No.
Name of the Subject Matter
of the Contract (Lot):
Initial (Maximum) Contract (Lot)
Price
Contract
(Lot)
Currency
Quantity
(Volume)
Units of
Measurement
Classification
according to the
All-Russian
Classifier of
Types of
Economic
Activity,
Products, and
Services
(OKPD)
14.681.000,00
USD
5
shipsets
30.30.50.110
Place of delivery /
performance of works /
provision of services
Classification
according to the
All-Russian
National
Classifier of
Economic
Activities
(OKVED)
30.30.5
The delivery conditions should be DDP, with packing, insurance and
freight included, whatever the mode of freight.
The ship sets should be delivered to the named place of destination
(address):
mentioned later on in Customer’ Purchase Orders.
To establish features of participation 1:
Prioritizing 2:
specify type (brief description) and /or is not
provided)
Giving priority to the goods of Russian origin,
works, services performed, rendered by Russian
persons
specify type (brief description) and /or is not provided)
Information about the positions of the goods, works, services included in the lot
Product name, works, services
The initial (maximum) price
per unit of goods, works,
services
Quantity
Units of measurement
A shipset of business class
seats for А330-200
3 156 200,00 USD
3
a shipset
A shipset of business class
seats for А330-300
2 606 200,00 USD
2
a shipset
The procedure of the Request for Proposals is neither a tender nor an auction for a contract
and that it is not governed by Articles 447–449 of Part One of the Civil Code of the Russian
Federation. This procedure is not a public tender and is not governed by applicable provisions of
Articles 1057—1061 of Part Two of the Civil Code of the Russian Federation. Thus, the
implementation of such procedures shall not impose civil obligations of the corresponding volume
onto the Customer for compulsory conclusion of a contract with the Winner or another Participant.
The Customer may refuse from a Request for Proposals at any time without thereby
incurring any liability toward Procurement Participants, including the obligation of reimbursement
of any costs associated with the preparation and the submission of Participation Bids for the
Request for Proposals. In the event of a decision to cancel the Request for Proposals, the Customer
shall distribute information about the cancelation of the Request for Proposals in the Unified
Information System during the day following the date of such decision. The Customer shall
assume no obligation nor liability in the event of failure of Applicants and Procurement
Participants to familiarize themselves with the Notice of the Cancelation of the Request for
Proposals.
The Customer shall not provide the Documentation of the Request for Proposals upon an
individual request of an Applicant. Documentation shall be placed by the Customer in the Unified
Information System and can be copied and stored on the technical means of procurement
participants free of charge.
At any time before the deadline for the submission of Participation Bids for the Request for
Proposals, the Customer possesses the right to amend the Notice of a Request for Proposals and
the documentation on the implementation of the call for proposal at its own initiative or in
response to an Applicant's request.
При необходимости указываются особенности участия.
1
Пример: Закупка проводится только среди субъектов среднего и малого предпринимательства в соответствии
с требованиями постановления Правительства Российской Федерации от 11 декабря .2014 г. № 1352 «Об особенностях участия
субъектов малого и среднего предпринимательства в закупках товаров, работ, услуг отдельными видами юридических лиц».
2
При необходимости указываются предусмотренный приоритет.
Пример: Предоставление приоритета товарам российского происхождения, работам, услугам, выполняемым,
оказываемым российскими лицами.
Within three days from the date of adoption of the decision on the need to change the
Notice of a Request for Proposals and the documentation on the implementation of the call for
proposal, the Customer shall upload such changes in the Unified Information System.
If changes to the Notice of a Request for Proposals are made later than one business day
before the deadline for the submission of Participation Bids for the Request for Proposals, the
deadline for the submission of Participation Bids shall be extended so that the period from the date
of the placement of changes made to the Procurement Notice in the Unified Information System
and until the date of the submission of Participation Bids is three business days or more.
Any Applicant shall possess the right to send a request for the clarification of the
Documentation of the Request for Proposals to the Customer in writing or in the electronic form
no later than two business days before the closing date for the submission of Participation Bids for
the Open Request for Proposals. The Customer shall send the clarification of the provisions of the
Documentation to the Applicant who has submitted the request within one business day of receipt
of the request for clarification and shall upload a copy of such clarification (without specifying the
name or the address of the Applicant from which the request for clarification was received) in the
Unified Information System.
2. The Procedure for and the Location of the Submission of Procurement
Participation Bids
2.1. Procedure Implementation Deadlines
2.1.1. The place, the date, and The electronic trading platform of PJSC “Aeroflot”
the time of beginning of acceptance of https://trade.aeroflot.ru
bids:
20.04.2017, 12-00 (МСК).
2.1.2. The place, the date, and The electronic trading platform of PJSC “Aeroflot”
the time of the end of acceptance of https://trade.aeroflot.ru 02.05.2017, 12-00 (МСК).
Bids:
2.1.3. The location, the date, 31 Mezhdunarodnoe Shosse, Building 1, Moscow, the
and the time of consideration of Russian Federation
proposals of Procurement Participants: 02.05.2017, 15-00 (msk)
2.1.4. The location, the date, 31 Mezhdunarodnoe Shosse, Building 1, Moscow, the
and the time of the summation of the Russian Federation
Procurement:3:
16.05.2017, 15-00 (msk)
2.2. Contact person for receiving Participation Bids:
Olkhovskaya Tatyana
+7(499)500-68-00 (42-21);
e-mail: [email protected].
(indicate surname, name, and patronymic)
(indicate contact information: physical location address, email address, and
phone number)
2.3. Contact person for the terms of reference:
Davydova Tatyana
Sergey Alekseev
(indicate surname, name, and patronymic)
7(499)500-68-00(45-96); e-mail: [email protected].
+7(495)753-8163(41-87); e-mail: [email protected]
(indicate contact information: physical location address, email address, and
phone number)
In order to participate in the Requests for Proposals, the Applicant shall prepare a Participation
Bid for the Requests for Proposals in full compliance with the requirements of the Documentation
of the Requests for Proposals. Every Applicant shall possess the right to submit only one
Participation Bid of Requests for Proposals in respect of each Procurement Item (Lot).
2.4. Procurement Participant's obligations for the submission of a Participation Bid for the
Requests for Proposals shall include:
3
Информация должна соответствовать извещению о проведении запроса предложений.
2.4.1. The obligation to conclude a contract under the terms specified in the draft contract,
which constitutes an integral part of the Documentation of the Requests for Proposals and the
Notice of a Requests for Proposals, and the Participation Bid for the Requests for Proposals as
well as the obligation to provide the Customer with a contract enforcement if such an obligation is
established by applicable provisions of the Documentation of the Requests for Proposals.
2.4.2. The obligation not to change and (or) not to withdraw the Participation Bids for the
Requests for Proposals after the deadline for Participation Bids for the Requests for Proposals.
2.4.3. The obligation not to provide false information, data, and documents as part of the
Participation Bid for the Requests for Proposals.
2.4.4. The obligation to provide the information in respect of the entire chain of owners,
inclusive of beneficiaries (inclusive of ultimate beneficiaries), and the composition of the
executive bodies within one week from the date of placement of the report that defines the rights
of Procurement Participants to enter into a contract with the Customer in the Unified Information
System; such information shall be confirmed by means of the relevant documents in the form of
Annex No. 3 to the Regulations on the procurement of goods, work, and services used by PJSC
“Aeroflot” (with the exception of Procurement Participants that are public authorities, state and
municipal institutions, and unitary enterprises).
2.5. From the date of the placement of a Notice in the Unified Information System and
until the deadline for the submission of Participation Bids for the Requests for Proposals as
specified in the Notice of a Request for Proposals, the Customer shall accept the Participation Bids
for the Requests for Proposals.
2.6. Participation Bids for the Requests for Proposals shall be received from the date of the
placement of a Procurement Notice in the Unified Information System and until the deadline for
the submission of Participation Bids for the Requests for Proposals.
2.7. A procurement participant may change or revoke a previously filed application for
participation in request for proposals in the manner specified in paragraphs 5.4., 5.5 "manual of
the counterparty Electronic trading platforms (ETP)".
2.8. If the Customer has only received one Participation Bid for the Request for Proposals
at the end of the deadline for the submission of Participation Bids for the Request for Proposals as
established by applicable provisions of the Documentation of the Request for Proposals, the
Request for Proposals shall be declared invalid.
2.9. If the Documentation of the Request for Proposals provides for two or more Lots, the
Request for Proposals shall be declared invalid only in respect of the Lots where under only one
Participation Bid for the Request for Proposals has been submitted.
2.10. If the Customer has only received one Participation Bid for the Request for Proposals
at the end of the deadline for the submission of Participation Bids for the Request for Proposals as
established in applicable provisions of the Documentation of the Request for Proposals, the
Tender Committee shall consider the Participation Bid for the Request for Proposals according to
the procedure established in applicable provisions of the present documentation despite the fact
that the Request for Proposals has been declared invalid. If the considered Participation Bid for the
Request for Proposals and the Procurement Participant who has filed such a Participation Bid
comply with the requirements and the conditions stipulated by the Documentation of the Request
for Proposals, the Customer shall possess the right to conclude a contract with such a Procurement
Participant.
2.11. The information of a confidential nature shall not be recorded in the Reports
compiled during the procurement.
2.12. In compliance with applicable provisions of the procurement documentation, all the
documents shall be submitted to the electronic trading platform in the form of scanned copies of
signed and stamped documents.
Note.
The participant in the Request for Proposals that is declared the Winning Bidder based on the
results of the Request for Proposals shall provide to the Customer with original copies of the documents
specified in applicable provisions of para. 2.12 hereof within three business days from the date of the
placement of the final report in the Unified Information System.
3. Form, terms, and order of payment for Products, Work, and Services
In compliance with applicable provisions of the draft contract (Annex No. 4)
(indicate information in compliance with the section)
4. Requirements to safety, quality, technical characteristics,
functional characteristics (consumer properties) of goods, works, services, to sizes,
packaging, goods shipment, to results of work established by the Customer and specified in
technical regulations in accordance with the legislation of the Russian Federation on
technical regulation, documents that are developed and applied in the national system of
standardization adopted in accordance with the legislation of the Russian Federation on
standardization, other requirements connected with determination of conformity of the
delivered goods, performed work, rendered services to customer needs, and procurement
participants and list of documents submitted by purchase participants for confirmation of
their conformity to the established requirements.
4.1. Requirements to safety, quality, technical characteristics, functional characteristics (consumer
properties) of goods, works, services, to sizes, packaging, goods shipment, to results of work
established by the Customer and specified in technical regulations in accordance with the
legislation of the Russian Federation on technical regulation, document, developed and used in the
national system of standardization, adopted in accordance with the legislation of the Russian
Federation on standardization established by the Customer, as set out in the terms of reference (see
Annex 3).
4.2. Requirements for the Legal Capacity of Procurement Participants:
4.2.1. The compliance of Procurement Participants with the requirements established in
compliance with applicable provisions of the current legislation of the Russian Federation
in respect to the persons engaged in the provision of Services;
4.2.2. Non-implementation of liquidation of the Procurement Participant that is a legal entity and
the absence of an arbitrament on insolvency (bankruptcy) of the Procurement Participant (a
legal entity or a private entrepreneur) and on opening of bankruptcy proceedings.
4.2.3. Non-suspension of activities of the Procurement Participant according to the procedure
stipulated by the Code of Administrative Offenses of the Russian Federation as of the day
of submission of the Procurement Participation Bid.
4.2.4. The absence of back taxes, fees, other obligatory payments to the budget system of the
Russian Federation from the Procurement Participant (except the amounts in respect
whereof postponing, extension, investment tax credits have been provided in accordance
with the applicable provisions of the current legislation of the Russian Federation on taxes
and fees, which have been restructured in accordance with the current legislation of the
Russian Federation, in respect whereof a court decision on the recognition of the
applicant’s obligation to pay these sums as performed or deemed to be uncollectible in
accordance with the current legislation of the Russian Federation on taxes and fees have
entered into force) for the previous calendar year.
Procurement Participants shall be considered to conform to this requirement if they have
submitted an appeal against the said arrears, debt in due order and no decision on such appeal has
been reached as of the date of the Bid for participation in consideration of the Supplier
(Contractor, Performer);
4.2.5. Indicators of financial and economic activity of the Procurement Participant shall testify to
its solvency and financial stability.
4.2.6. The absence of information about a Procurement Participant in the Register of Unfair
Suppliers as specified in applicable provisions of Article 5 of the Federal Law No. 223-FZ
and the Register of Unfair Suppliers as specified in applicable provisions of the Federal
Law dated April 5, 2013 and registered under No. 44-FZ "About the Contract System in
the Field of Procurement of Goods, Work, and Services for State and Municipal Needs."
4.2.7. The Procurement Participant shall not have a conflict of interest with the employees of the
Customer.
4.2.8. If the procurement is implemented exclusively among small and medium-sized enterprises,
the Procurement Participant shall comply with the criteria for small and medium-sized
enterprises established in applicable provisions of Article 4 of the Federal Law "On the
Development of Small and Medium-Sized Enterprises in the Russian Federation."
4.3. The Resolution of the Government of the Russian Federation No. 925 dated September 16,
2016 “On Priority of Goods of Russian Origin and Work Performed/Services Provided by Russian
Persons over Goods of Foreign Origin and Work Performed/Services Provided by Foreign
Persons” establishes priority of goods of Russian origin and work performed/services provided by
Russian persons (hereinafter referred to as “priority for goods, work and services of Russian
origin”).
4.3.1. The purchase of the lot is carried out with the establishment of "priority goods, work,
services of Russian origin" under the following conditions:
4.3.1.1. The value of the initial (maximum) contract price (lot) including all taxes and fees is
determined;
4.3.1.2. Data on items of goods, works, services included in the lot contain at least two items
(items) of goods, works, services;
4.3.1.3. The value of the initial (maximum) price for each unit of goods, works, services included
in the lot is determined;
4.3.1.4. In the application for participation in procurement (in the appropriate part of the
application for participation in the purchase containing the offer on supply of goods) provided the
name of the country of origin of goods supplied.
4.3.2. For tenders with the established “priority for goods, work and services of Russian origin”,
bids of the bidders granted with “priority for goods, work and services of Russian origin” are
evaluated based on the price criteria and proposed contract (lot) price reduced by 15% for
evaluation purposes; however, the contract itself is concluded at the contract (lot) price proposed
by the bidder.
4.3.3. For the bid to be eligible for “priority for goods, work and services of Russian origin”, the
following documents must be submitted together with the bid:
4.3.3.1.
Certificate of the country of origin for each service item specified in the bid. The
certificates must be attached and recorded in Para. 11 of Section 4 “Appendix to the Bidder’s
Entry Form”.
Note: Failure to indicate (declare) the country of origin of the service in the bid will not
serve as grounds for rejection of the bid; instead, such bid will be processed as a proposal for
provision of services by a foreign person.
4.3.3.2.Bidder’s statement of consent with potential rejection of the bid should the certificates
submitted as per Para. 4.3.3.1 contain inaccurate information about the country of origin of the
service. The statement must be attached and recorded in Para. 12 of Section 4 “Appendix to the
Bidder’s Entry Form”.
4.3.3.3.Statement confirming the bidder’s obligation not to substitute the country of origin of the
service should a contract be concluded and performed, except for cases when foreign services are
substituted by Russian services, provided that the quality and technical and functional
characteristics (consumer properties) of such services are at least equal to the quality and the
technical and functional characteristics of the services set forth in the contract. The statement must
be attached and recorded in Para. 12 of Section 4 “Appendix to the Bidder’s Entry Form”.
4.3.3.4.
Statement confirming that the bidder is aware that classification of the
bidders into Russian and foreign persons is based on information about the bidder’s place of
registration (for legal entities and individual entrepreneurs) or the bidder’s identification
documents (for natural persons) submitted by the bidder in accordance with Para. 12 of Section 4
“Appendix to the Bidder’s Entry Form”.
4.3.4. Grant of “priority for goods, work and services of Russian origin” is denied in the
following cases:
4.3.4.1.
The tender is declared invalid.
4.3.4.2.
The bid does not contain any proposals on supply of goods of Russian origin
or performance of work/provision of services by Russian persons.
4.3.4.3.
The bid does not contain any proposals on supply of goods of foreign origin
or performance of work/provision of services by foreign persons.
4.3.4.4.
The bid contains a proposal on supply of goods of both Russian and foreign
origin or performance of work/provision of services by both Russian and foreign persons, but the
cost of goods of Russian origin or work performed/services provided by Russian persons is less
than 50% of the total cost of goods, work and services proposed by the bidder.
4.3.4.5. Providing false information on the country of origin of the goods specified in the
application for participation in the procurement.
4.3.The list of all the documents that confirm the compliance of Procurement Participants with
applicable requirements shall be specified in the Participant's Questionnaire (refer to Annex
No. 1).
5.
Requirements for Content, Form, Design, and Composition of the
Procurement Participation Bid
5.2.The Participation Bid shall include the following documents:
5.2.1. Participant’s Questionnaire in duplicate issued on the letterhead of the Procurement
Participant (refer to Annex No. 1.);
5.2.2. A Participation Bid for the Procurement Procedure issued on the letterhead of the
Procurement Participant (refer to Annex No. 2).
5.2.3. A Business Proposal in compliance with applicable provisions of para. 5.7–5.9;
5.2.4. Not defined
(indicate additional requirements if necessary)
5.3.All the documents and information that are submitted by Procurement Participants (including
the Participation Bid and the Business Proposal) shall be written in Russian. If any information
or documents are in another language, they shall be accompanied with a translation into the
Russian language.
5.4.All the prices indicated in the Participation Bid shall be in USD.
5.5.The term of validity of Procurement Participation Bids shall constitute at least
90
days from the deadline for submission of Procurement Participation Bids.
(indicate the term)
5.6.Participants shall bear any and all the costs associated with the submission of Participation
Bids, including, but not limited to, the costs of consideration of the present Documentation and
the preparation of proposals.
5.7.The Business Proposal shall be prepared in compliance with applicable provisions of the
Technical Task (refer to Annex No. 3) and shall include the following:
5.7.1. Cost, delivery deadline, and warranty.
(indicate the requirements)
5.8.The Business Proposal shall be submitted for each lot separately.
5.9.The Business Proposal shall contain one main proposal for the cost, the deadlines, and other
conditions of provision of Services / delivery of Goods unless otherwise specified in the
procurement documentation.
5.9.1. Possibility to submit alternative proposals:
Not provided for
(indicate: "Provided for" or "Not provided for")
5.10. Divisibility of lots:
Not provided for
(indicate: "Provided for" or "Not provided for")
(indicate the distribution of the total volume of the Procurement among several Procurement Participants)
6.
The Procedure for Consideration, Evaluation, and Comparison of
Procurement Participation Bids; Evaluation and Comparison Criteria for Procurement
Participation Bids
6.2.Consideration of proposals shall be implemented directly by the tender committee of PJSC
“Aeroflot” approved by the Order of the Director General of PJSC “Aeroflot”.
6.3.Procurement Participation Bids shall be subjected to a two-stage validation procedure:
Stage 1: the qualification stage of the verification of the compliance of Participation Bids
with applicable requirements of the procurement documentation in terms of design of Participation
Bids;
Stage 2: the stage of evaluation of Participation Bids that have passed the qualification
stage.
6.4.The Qualification Stage of the verification of compliance of Participation Bids with the
procurement documentation shall be implemented on the basis of the following indicators and
evaluation procedure:
Indicators
Payment Procedure
The verification of compliance of Procurement Participants with
Compliance with applicable
requirements
for applicable requirements on the basis of obtained documents (in
compliance with para. Error! Reference source not found.) including,
Procurement Participants
but not limited to, the legal capacity and the absence of the Procurement
Participant in the Register of Unfair Suppliers.
Verification of compliance of the documents submitted in the
Completeness of provision of
Participation Bid with the required list (Annex No. 1) as well as the
documents
accuracy of submitted information and documents.
Validation of the contents of the Participation Bid, including:
Compliance
of
the
the contents of the proposal as regards the price;
Participation
Bid
with
other data in compliance with applicable requirements of the
applicable requirements of
the
procurement procurement documentation.
documentation
6.5.If the tender committee establishes non-compliance of a Participation Bid under one or more
parameters listed in applicable provisions of para. 6.4 during the qualification stage, the
corresponding Participation Bid shall be rejected and not considered further.
The Participation Bid of a Procurement Participant shall be rejected in the following cases:
a) failure to submit the original copies and copies of documents as well as other data
required by applicable provisions of the procurement documentation;
b) non-compliance of the Procurement Participant with the requirements for Procurement
Participants established by applicable provisions of the procurement documentation;
c) non-compliance of the Participation Bid for the Request for Proposals with the
requirements for Participation Bids established by the procurement documentation, inclusive of
the failure to submit a document or copy of the document that confirms the payment of the deposit
as a security for the Participation Bid for the Request for Proposals if the requirements for the
security of Participation Bids is established in the procurement documentation;
d) failure to provide the enforcement of the Participation Bid in case of the availability of
the requirement for an enforcement of a Participation Bid;
e) provision of false information as a part of the Participation Bid; intentional
misrepresentation of information or documents included in the Participation Bid;
f) failure to submit clarification of the Participation Bid for the Request for Proposals at
the request of the Tender Committee;
g) the presence of information about the Procurement Participant in the Register of Unfair
Suppliers;
h) the presence of the Procurement Participant's overdue accounts receivable and / or
outstanding obligations toward the Customer and its subsidiary companies (inclusive of structures
affiliated with the Procurement Participant);
i) non-compliance of the offered Goods, Work, and Services with applicable requirements
of the procurement documentation;
j) the presence of other negative information revealed by an inspection.
k)
the terms of delivery are higher than the maximum terms of delivery mentioned in
Paragraph III of the Technical Task.
6.6.Within the scope of the qualification stage, the following actions shall be sequentially
performed:
6.6.1. Requesting Procurement Participants to clarify the provisions of Participation Bids and to
submit missing documents (if necessary). Nevertheless, requests or requirements to submit
the missing documents that are aimed at changing the existing Bids, inclusive of changes
in the commercial conditions (price and other commercial terms) or technical
specifications of the Bid (the list of proposed goods, their specifications, and other
technical conditions), shall not be permitted.
6.6.2. Correction of arithmetic, grammar, and other obvious errors that are identified during the
review of Participation Bids with the obligatory notification of any such correction by the
Procurement Participant that has submitted the appropriate Participation Bid and receipt of
the Procurement Participant's consent in writing or as an electronic document issued on the
letterhead of the organization.
6.6.3. Checking the Procurement Participant, inclusive of its legal capacity, the authenticity of its
Bid, reliability of information and documents, the absence of the Procurement Participant
in the Register of Unfair Suppliers, the absence of overdue accounts receivable and / or
outstanding obligations to the Customer under previously concluded contracts (inclusive of
the structures affiliated with the Procurement Participant).
6.6.4. Checking the offered Goods, Work, and Services for compliance with the requirements of
the procurement documentation.
6.6.5. Rejection of Procurement Bids that do not comply with the requirements of the Call for
Proposals on the merits according to the members of the Tender Committee, and adoption
of the decision to deny the Procurement Participants who have submitted such
Procurement Bids for the participation in the Request for Proposals.
6.6.6. In the case of establishing the unreliability of the information contained in the Bid,
establishing the fact of liquidation of the Procurement Participant or the arbitration court's
decision to recognize the Procurement Participant as bankrupt and the opening of
bankruptcy proceedings, the fact of the suspension of the activities of the Procurement
Participant according to the procedure established in the Code of Administrative Offences
of the Russian Federation, the fact of availability of overdue accrued taxes, fees, and other
mandatory payments to the budgets of any level or to the state non-budgetary funds for the
previous calendar year, the Procurement Participant shall be excluded from the Request for
Proposals at any stage thereof.
6.6.7. If the Participation Bid of only one Procurement Participant is declared to comply with the
requirements of the Documentation of the Request for Proposals during the qualification
stage, such a Procurement Participant shall be considered to be the only Participant. The
Customer shall possess the right to conclude a contract with the Procurement Participant
who has submitted such a Participation Bid for the Request for Proposals under the
conditions of the Documentation of the Request for Proposals, the draft contract, and the
Participation Bid for the Request for Proposals submitted by the Procurement Participant.
In this case, the Procurement Participant shall not possess the right to refuse to conclude
the contract with the Customer. In this case, the Request for Proposals shall be considered
invalid.
6.7.Participation Bids that have passed the qualification stage shall be subjected to the evaluation
stage according to the following criteria and to the following procedure:
Specific Criterion
Evaluation Criteria
Payment Procedure
Weight
Price indicator of the proposal
0.8
Cpr
(The current value of the unit cost of the
goods, in rubles exclusive of the VAT at
the rate set by the Central Bank of the
Russian Federation as of the date of
examination)
Cpr = (Rprmin / Rpri), where
Rprmin: the smallest indicator value
proposed by all the participants
Rpri: the indicator value proposed by the
ith participant
Term of the guarantee for the product
0.2
Cg
quality
Cg = (Rgi / Rgmax), where
Rgmax: the largest indicator value
proposed by all the participants
Rgi: the indicator value proposed by the
ith participant
1
Maximum number of points
6.8.Awarding of the Final Score to the Participation Bid:
6.8.1. The final score of each Participation Bid for the Request for Proposals shall be calculated
by adding up the points for each Participation Bid evaluation criterion specified in
applicable provisions of para. 6.7.
6.8.2. Each Participation Bid for the Request for Proposals shall be assigned a serial number that
corresponds to the decreasing degree of profitability of the terms of performance of the
contract therein contained on the basis of the results of the calculation of the final score for
each Participation Bid.
6.8.3. The Participation Bid for the Request for Proposals that has the highest score shall be
assigned the first place.
6.9.The Winning Bidder shall be the Participant that has offered the best combination of contract
performance conditions and whose Participation Bid for the Request for Proposals has been
assigned the first place.
If several Participation Bids for the Request for Proposals contain an equivalent
combination of contract performance conditions, the lesser sequence number shall be assigned to
the Participation Bid for the Request for Proposals that was received earlier than the other
Participation Bids for the Request for Proposals that contain such conditions.
If the Tender Committee requires extending the deadline for the selection and / or the
evaluation stage indicated as the date of consideration of the Proposals of Procurement
Participants and summation of the Procurement Procedure in the Notice of a Request for Proposals
during the evaluation and the comparison of Participation Bids for the Request for Proposals, the
Customer shall upload a notice of the extension of the corresponding period in the Unified
Information System within one business day from the date of approval of the decision on the
extension of the qualification and / or the evaluation stage by the Tender Committee.
6.10. For the purposes of evaluation and comparison of Participation Bids for the Request for
Proposals, the Tender Committee may involve experts and specialists from the departments of
the Customer as well as, without limitation, any other person whom the Committee deems
necessary. A written expert opinion based on evaluation results shall be submitted to the
Tender Committee to adopt a decision on determining the Winning Bidder. The Tender
Committee shall possess the right to disagree with the conclusions and the recommendations
contained in the expert opinion, resubmit Bids for re-evaluation and re-comparison, invite
other experts and specialists, or make an independent decision. The persons involved in the
evaluation and the comparison of Competitive Bids, inclusive of the members of the Tender
Committee, shall ensure the confidentiality of the evaluation process.
6.11. According to the results of the meeting of the Tender Committee that determines the
Winner of the Request for Proposals, a report on the results of the Request for Proposals or a
market sheet shall be issued. The report shall indicate the following:
6.11.1. the volume of purchased Goods, Work, and Services;
6.11.2. the price of purchased Goods, Work, and Services;
6.11.3. the term of the contract;
6.11.4. the name-based composition of the members of the Tender Committee who are present at
the meeting;
6.11.5. the information on the name and the location (for legal entities) or the surname, the name,
the patronymic, and the place of residence (for private individuals) of Procurement
Participants whose Participation Bids have been considered;
6.11.6. the ranking of Participation Bids according to the degree of preference;
6.11.7. the Winner of the Request for Proposals.
6.12. The report shall be signed by the members of the Tender Committee who are present at the
meeting on the day of the summation of the Request for Proposals and shall be approved by
one of the heads of the Customer in compliance with its internal procedures. The Customer
shall upload this report into the Unified Information System within three days from the date of
approval.
6.13. As a result of Procurement Procedures on an electronic platform, a Market Sheet signed
(approved) in compliance with the local regulations of the Customer shall be issued.
6.14. The Market Sheet shall not be placed in the Unified Information System.
6.15. The Market Sheet shall, at least, contain the information on the name and the location (for
legal entities) or the surname, the name, the patronymic, and the place of residence (for private
individuals) of Procurement Participants whose Participation Bids have been considered and
the ranking of Participation Bids according to the degree of preference. The Market Sheet shall
not be placed in the Unified Information System.
6.16. In case of refusal of the Winner to sign the contract, the Tender Committee shall possess
the right to decide to conclude a contract with the Procurement Participant whose Participation
Bid has been assigned the second number as a result of evaluation and comparison of
Participation Bids (Proposals) under the terms of the draft contract attached to the
Documentation and contract performance conditions suggested by this Procurement
Participant in its Participation Bid. Such a decision shall be registered by means of a relevant
report of the meeting of the Tender Committee. In this case, the Participant in the Request for
Proposals shall not possess the right to refuse to conclude the contract with the Customer.
6.17. The Customer shall possess the right to refuse to conclude the contract without
compensating the Winner or any other Participant of any costs incurred by them in connection
with participation in the Request for Proposals without providing any reason.
6.18. In case of refusal of the Customer to sign a contract with the Winner of the Request for
Proposals and the Participant whose Participation Bid was assigned the second place, the
Customer shall upload a notice to that effect in the Unified Information System.
7.
Effects of Recognition of the Request for Proposals as Invalid
If the Request for Proposals is declared invalid and / or the contract is not concluded with
the Procurement Participant that has submitted the only Participation Bid for the Request for
Proposals or that has been recognized to be the only Participant, the Customer shall possess the
right to hold another Request for Proposals or to apply another procurement method.
8.
Final Provisions
In all other matters not specified in applicable provisions of the present procurement
documentation, the Customer shall be guided by the Regulations on the procurement.
9.
Annex No. 1
Annex No. 2
Annex No. 3
Annex No. 4
List of Annexes
"Participant's Questionnaire"
"A Procedure Participation Bid"
"Technical Task"
"A Draft Contract"
Annex No. 1 to the Procurement Documentation
PARTICIPANT’S QUESTIONNAIRE1
in the Procurement Procedure:
(indicate the name of the procedure)
Procedure No.
Lot No.
(indicate the number of the
procedure)
(indicate the lot number)
(indicate the full name and the form of business ownership of the organization in compliance with its Articles of Association)
(indicate the abbreviated name of the organization in compliance with its Articles of Association)
1. Legal Details
Registration country /
state
Legal address
Actual address
Telephone
Fax
E-mail
2. Bank Details
Organization
INN
(Individual
Taxpayer
Number) / KPP (Industrial
Enterprise
Classification)
Codes
Primary
State
Registration Number
(OGRN code):
Current account No.
Name of the bank
Correspondent account No.
BIC code
3. Registration Data
Registration date, place,
authority
and
Founders
Activity profile
Classification as small and medium enterprises 2
OKPO code
OKVED
4. A List of Annexes:
Name of the Document
Number
of
Sheets
1. Notarized copies of constituent documents (the State Registration Certificate, the Articles of
Association, and the Memorandum of Association).
2. A notarized copy of the extract from the Unified State Register of Legal Entities/or the
Unified State Register of Private Entrepreneurs obtained no earlier than 3 months before the date of
1
Issued on the letterhead of the participant in the procurement procedure as a separate document.
When the participant is classified as small or medium enterprises, a declaration of conformity according to
the form below must be attached to the Participation Bid.
2
placement of the Notice of a Request for Proposals in the Unified Information System (for foreign
companies: an extract from the commercial registry of the corresponding country).
3. An original copy or a notarized copy of the certificate that confirms the absence of the
Procurement Participant's back taxes, fees, debts under other obligatory payments to the budgets of the
budgetary system of the Russian Federation, issued by the relevant unit of the Federal Tax Service
(requirement does not concern Participants which are not residents of the Russian Federation).
4. Copies of the powers of attorney for the signatory to the contract if the latter acts on the basis
of a power of attorney or other documents (the authorization of the authorized body etc.) that confirming
the bearer's powers.
5. Copies of financial statements (for Russian enterprises: the balance sheet, the report on
financial results, and tax returns, etc. for the last two years with the mark placed by the tax authority
regarding the acceptance thereof or with a copy of the notice of receipt of the electronic document by the
tax authority in the event of transmission of financial statements in the electronic form with the
exception of re-registered companies; for foreign enterprises: copies of the documents that constitute
analogs of the balance sheet and the report on financial results for the corresponding country).
6. Copies of the notice on the use of the simplified tax system (STS) or the notifying declaration
of the use of the simplified tax system by the participant with the tax authority's seal (where applicable)
and with the provision of the tax returns for the tax paid in connection with the use of the STS for the
last past two years.
7. Information on the absence / presence of Procurement Participant's affiliation with PJSC
“Aeroflot” Employees and their close relatives (spouses, children, parents, or siblings) certified by the
head of the organization.
8. A short history of the organization.
9. Copies of audit reports (if any).
10. For groups of persons (several persons) that act on behalf of one Procurement Participant as
a group, the original copy or a notarized copy of the document that confirms the association of persons
who act on behalf of the Procurement Participant and the right of any particular Procurement Participant
to participate in the procedure on behalf of the group of persons, inclusive of the right to submit an
Participation Bid and to sign reports and the contract.
11. Description of the delivered goods, their functional, quantitative, and qualitative
characteristics (if the subject matter of the procurement is the goods); or a description of the work
performed or a description of the service provided (if the subject matter of the procurement is work or
service) as well as their quantitative and qualitative characteristics.
12. 3
5. Contact person
(indicate the surname, the name, the patronymic, the phone number, the fax number, and the
email address)
The Participant hereby confirms the correctness of all the information specified in the
Participant's Questionnaire and the acceptance of all the conditions set forth in applicable
provisions of the procurement documentation in respect of the procurement procedure:
(indicate the name of the procedure)
(job position of the head of the organization)
(signature)
(indicate initials and the surname)
(signature)
(indicate initials and the surname)
Chief Accountant
PLACE THE ROUND SEAL
HERE:
Date of Preparation
"
"
(DD)
3
(ММ)
(YYYY)
Procurement Participants shall be entitled to submit any additional information about their organization.
DECLARATION4
(full name of the legal entity or the individual entrepreneur)
(OGRN / INN or OGRPIN / INN codes)
being duly
represented by:
(initials, surname)5
6
and who acts by virtue of ___________________________________________
herewith declares to be in compliance with the criteria for small and medium-sized
enterprises provided for in applicable provisions of part 1 of Article 4 of the Federal Law dated
July 24, 2007 and registered under No. 209-FZ "On the Development of Small and Medium
Enterprises in the Russian Federation."
Summary Data on Small and Medium-Sized Enterprises
Item
No.
1.
2.
3.7
4.7
Classification Criteria for Small and Medium-Sized Enterprises
Value
Units of
Measurement
Average number of employees during the preceding
calendar year (particularly but not exclusively all the
employees, including those employed under civil contracts or
with combined duties based on actual hours worked as well as
employees of representative offices, branches, and other
separate units).
Revenue from the sale of goods (works, services)
excluding the value-added tax, or the carrying amount of assets
(the net book value of fixed and intangible assets) for the
previous calendar year.
Total share of one or more of the following in the
authorized capital (mutual fund): the Russian Federation, the
constituent entities of the Russian Federation, municipalities,
foreign legal entities, public and religious organizations
(associations), and charitable and other funds.
Share of legal entities that are not small and mediumsized enterprises in the authorized capital (mutual fund)
(job position)
(signature)
(initials, surname)
End of the Form
4
The declaration shall be issued as a separate document on the letterhead of the Procurement Participant that
is classified as a small or a medium-sized enterprise and shall constitute a mandatory Annex to the Participation Bid
for the procurement procedure.
5
Enter name and the initials of the authorized representative of the legal entity or the individual entrepreneur
who signs this document.
6
Indicate the document(s) that serve(s) as the basis of the authority of the representative of a legal entity or
an individual entrepreneur who signs the declaration.
7
To be filled in by legal entities only
Beginning of the Form
Annex No. 2 to the Procurement Documentation
Procedure Participation Bid11
for an Open Request for Proposals
(indicate the name of the procurement procedure and the procedure number as well as the lot number if necessary)
1. Having studied the conditions and the requirements established in applicable provisions of the
procurement documentation, inclusive of the following:
the draft agreement posted online at the following URL:
(indicate the procedure publication URL)
as well as the Regulations on the Procurement of Goods, Work, and Services
of the Customer
(indicate the date of publication)
and accepting them the requirements therein indicated, the terms of the Call for Proposals
and the delivery of Goods (the execution of Work and the provision of Services)
(indicate the full name of the legal entity / the surname, the name, and the patronymic of the private individual),
who is a resident at the following address:
(indicate the address of the legal entity / the place of residence of the private individual)
hereby proposes to conclude a contract for
(indicate the subject matter of the contract)
in compliance with the business proposal and other documents, which constitute an integral part of the
present Participation Bid for the Request for Proposals.
2. The present Participation Bid for the Request for Proposals declares that
(indicate the full name of the legal entity / the surname, the name, and the patronymic of the private individual)
has not been issued an arbitrament on insolvency (bankruptcy) of and on opening of bankruptcy
proceedings with respect to the Procurement Participant.
The activities of the Procurement Participant have not been suspended according to the procedure
stipulated by the Code of Administrative Offenses of the Russian Federation as of the day of submission
of the Procurement Participation Bid.
Information about the Procurement Participant is absent from the Register of Unfair Suppliers as
specified in applicable provisions of Article 5 of the Federal Law No. 223-FZ and the Register of Unfair
Suppliers as specified in applicable provisions of the Federal Law dated April 5, 2013 and registered
under No. 44-FZ "About the Contract System in the Field of Procurement of Goods, Work, and Services
for State and Municipal Needs."
3. We hereby guarantee the accuracy of the information provided by us as part of the Participation
Bid for the Request for Proposals and reaffirm the right of the Customer to request personal information
that specifies the data herein provided from us, the authorized authorities, and legal entities and private
individuals referred to in our Participation Bid for the Request for Proposals in agreement with applicable
requirement for the formation of conditions for proposals that are equal for all the participants.
4. If the Customer offers us to conclude a contract on the basis of the results of the Request for
Proposals, we shall provide the Customer12 with information with respect to the entire chain of ownership
of our company, including beneficiaries (particularly but not exclusively ultimate ones), and the
composition of the executive authorities13, within a week of the date of placement of the report online.
5. If the Customer offers us to conclude a contract on the basis of the results of the Call for
11
Issued on the letterhead of the participant in the procurement procedure as a separate document.
The exceptions shall be the public authorities, state, municipal institutions and unitary enterprises.
13
The information in respect of the entire chain of ownership shall be prepared in compliance with the form
established in applicable provisions of Annex C of the Regulations on the Procurement. You are advised to check
the relevance of the Regulations on the Procurement on the official website of JSC Aeroflot
(http://www.aeroflot.ru/cms/about/retail_center/documentation).
12
16
Proposals, we shall sign the contract with PJSC “Aeroflot” in compliance with applicable requirements of
the documentation on the Call for Proposals and the terms of our proposals within three calendar days
from the date of receipt of the corresponding contract from the Customer.
6. If we are awarded the second place on the basis of the results the Request for Proposals and the
Winning Bidder of the Request for Proposals is recognized to have evaded from the conclusion of the
contract, we shall sign the contract in compliance with applicable provisions of the documentation on the
Request for Proposals and our offer on the cost of the contract.
7. If we are declared the only participant of the Request for Proposals, we shall sign the contract
for the performance of work in compliance with applicable provisions of the documentation on the
Request for Proposals and at the price indicated in our proposal.
8. If we are declared the Winning Bidder of the Request for Proposals or are awarded the contract
in specified cases but evade the conclusion of the contract that is the subject matter of the Request for
Proposals, we consent to the information
about
(indicate the full name of the legal entity / the surname, the name, and the patronymic of the private individual),
being included in the Register of Unfair Suppliers.
9. We shall not change and (or) withdraw the Participation Bids for the Request for Proposals
after the deadline for Participation Bids for the Request for Proposals.
10. By submitting the present Participation Bid I hereby confirm my consent to the processing of
my personal data in compliance with applicable provisions of the Federal Law dated July 27, 2006 and
registered under No. 152-FZ "On Personal Data."14
11. The present Participation Bid for the Request for Proposals includes documents that
constitute an integral part of our Participation Bid for the Request for Proposals
according to the
sheets.
list on
Head
(signature)
(indicate initials and the surname)
PLACE THE ROUND SEAL
HERE:
Date of Preparation
"
"
(DD)
(MM)
(YYYY)
End of the Form
14
This item shall be included in the Participation Bid by participating private individuals only.
17
TECHNICAL TASK
I. RFQ LETTER OF INTENTION
PJSC «Aeroflot – Russian Airlines» is pleased to ask you to submit your proposal related to
retrofit the business class seats and replacement of the existing seats for the Full Flat seats, for 5
Airbus A330.
- A330-300 – 2 (two) aircraft;
- A330-200 – 3 (three) aircraft.
The number of seats to be installed on each of the two (2) A330-300 aircrafts is 34.
The number of seats to be installed on each of the three (3) A330-200 aircrafts is 34.
While replacing business class seats the economy class seats should not be reduced.
The proposed solution for installation of the new full flat seats will not take major changes of the
cabin layout, including any monuments replacement, removal, reinstallation or other changes.
The IFE system PANASONIC-eX2 installed on the existing business class seats should be
removed by Aeroflot and integrated into the new full flat business class seats by the Supplier.
II. Technical Definition
The following LOPA are applicable for the requested retrofit:
N
1
2
3
4
5
a/c Type
A330-243
A330-243
A330-243
A330-343
A330-343
Reg.number
VQ-BBE
VQ-BBF
VQ-BBG
VQ-BQX
VQ-BQY
MSN
1014
1045
1047
1232
1247
LOPA number
330-25.22056
330-25.22056
330-25.22056
330-25.25453
330-25.25453
There are the following technical requirements applicable for a proposal:
Requested options
Availability
Passenger Quantity
Yes
Dress Covers (supplied by
Seat Supplier)
Yes
Leg Rests
Yes
Foot Bars
Yes
Seat Mounted Reading
Lights
Yes
Special Features
Yes
Maximum recline
Full Flat
(mandatory)
18
Comments
Certified 16g HIC
Yes
ISPSS 110 Vol, 60 Hz
Yes
Articulating bottom
function
Yes
The anti-thrombotic
cushions
Yes
Adjustable headrest
Yes
Attendant Step
Yes
Movable Armrest
Yes
In-arm table
Yes
Folding Table
Yes
Reading Light
Yes
Privacy divider
Yes
Coat hook
Yes
Life vest container
Yes
Literature pocket
Yes
Back cushions
Yes. Fabricated
construction
Bottom cushions
Yes. Fabricated
construction
Outlets+USB
Yes
Cocktail table
Yes
Space for amenties and
personal belongings
Yes
Breakover with quick release
To be proposed as
option
Certification: the delivered BFE should be certified according to the under EASA and
JAR-26 / JAR/CS-25 / FAR-25+121 / OPS / Part-26 / CS-26 / GM-26.
The proposed seats to be delivered with the certified IFE system integrated into the seats,
as per customer request.
III. Quantities and On Dock Dates
N
1
a/c Type
A330-243
Reg.number MSN
VQ-BBE
1014
19
ODD
February, 2018
2
3
4
5
A330-243
A330-243
A330-343
A330-343
VQ-BBF
VQ-BBG
VQ-BQX
VQ-BQY
1045
1047
1232
1247
December, 2017
March, 2018
September, 2018
October, 2018
The first ship set is to be delivered December 2017.
IV. Deliveries
The delivery conditions should be DDP, with packing, insurance and freight included, whatever
the mode of freight.
The ship sets should be delivered to the named place of destination mentioned later on in
Customer’ Purchase Orders.
*It’s possible to apply other terms of delivery such as FCA- an international airport where
Aeroflot has regular flights to or such other location as may be agreed by Buyer and Seller in
writing in detailed Purchase Orders or DAP - delivered at place which may be agreed by Buyer
and Seller in writing in detailed Purchase Orders (INCOTERMS 2010). The terms of delivery
should be amended accordingly in Clauses 2.1. и 2.3. of a draft of the Contract.
The IFE Components to be integrated in the BFE will have to be delivered to the respective
selected Seats suppliers.
V. Special Clauses
Your company should commit to assume the responsibility of the integration of BFE to BFE and
particularly to procure or have procured all these sub-equipment such as integration of shelves,
cradle for remote controller, etc. on time and on suitable quantities in order to ensure the final
ODD.
You are requested to attend all coordination meetings, wherever they take place, without any
extra cost for the buyer.
Example: ITCM, PDR, CDR, FAI, Incoming inspection
In case of modifications required by the Buyer, you shall commit to perform at no charge minor
change requested until the First Article Inspection. If your company requests the modification, a
formal request for deviation will have to be formally sent to the Buyer mutually accepted before
implementation on the BFE.
The support for installation during Final Assembly Line should be included in the offer.
You are requested to provide the Customer with samples of the passenger seats. The samples of
the passenger seats are to be delivered to Sheremetyevo free of charge. The terms, place and date
of delivery will be announced by the Customer additionally either during the purchasing
procedure or after it.
VI. Offer content
Your offer should include at least the following information:
A. Technical
20
Detailed technical description, including:
-
Dimensions
Weights breakdown
Seat belts
Existing Panasonic system integration
Certification release
Options if any
BFE to BFE items list: leather, cloth, sockets, elements, plastic, seat belts.
Support during installation.
*the proposed seats should be installed onboard of aircraft without any major changes in the
cabin.
B. Schedule
-
-
-
Confirmation of ODD capability.
Latest dates to respect these ODD.
Detailed lead time, with identification of the latest dates for all the
activities/decisions under Buyer/Airbus responsibility, as:
o Sub-units delivery if needed;
o Colors, raw material choice.
Lead times for rebuilt ship sets and maximum industrial capacities in case of
any damage, under your company’s or Maintenance organization
responsibility.
Lead time for certification if necessary.
C. Detailed pricing, general terms and conditions
-
The currency should be in US dollars
Your offer should provide a firm fixed price for 5 shop sets. The price
escalation will be applicable only while purchasing spare parts.
Payment terms: net 45 days after the invoice date
The quotation should detail:
o Non recurring amounts, if any
o Amount for EASA certification if necessary
o Amount for FAA certification if necessary
o Amount for audio integration
o Amount for In Seat Video on B/C
o Recurring amounts per ship set
o Shipment amounts
o Options amounts, if any
o Issuing of a Service Bulletin
Proposal to be provided by your Company to the Buyer as based for discussions for:
D. Product Support
Product support minimum requirements are set forth in Annex A to this RFQ.
21
E. Warranty Clause
The warranty clause should comprise the following:
- Training
- Performance guarantee
- Warranty terms, set forth in Annex A
F. Maintenance Clause
Your company shall suggest maintenance conditions, including those, set forth in Annex A
of this RFQ.
G. Spare price list
H. Other conditions, required by Annex A to this RFQ.
VII. CONTACTS:
Tatiana Davydova
Continuing Airworthiness Management
Aeroflot Russian Airlines
tel. (495) 753-81-63 ext.45-96
mob. +7 903 1111270
fax. (499) 500-67-03
e-mail: [email protected]
Sergey Alekseev
Continuing Airworthiness Management
Aeroflot Russian Airlines
Phone: +7(495)753-8163 ext. 41-87
Mob: +7(903) 256 0942
E-mail: [email protected]
Evgeniy Kurochkin
Head of Fleet Management Group |
Continuing Airworthiness Department |
Aeroflot - Russian Airlines |
Sheremetyevo-1 airport | Moscow Region,
Khimki District | Russia, 141426, PO 21 |
Aviation Technical Complex |
Phone / Fax: +7 499 500 6703 | Cell: +7 905
519 4198 | Internal: +7 495 753 8163, NEC
45-56 | E-mail: [email protected]
Mr. Valery Nikolaenko
Director of Continuing Airworthiness Department (CAD)
Aeroflot – Russian Airlines
Date__________________________
22
Annex A
1. Financial terms.
1.1. Invoicing.
1.1.1. The Seller not later than 5 (five) calendar days after the date of Goods’ delivery/rendering
of services, but not later than on the 5th day of the month following the month of Goods’
delivery/ rendering of services, provides the Buyer the Acceptance Certificate of Goods (in case
the Goods aren’t delivered to the territory of Russian Federation) or the Acceptance Certificate
of services rendered and the invoice for payment.
1.1.2. The Seller directs copies of invoices for payment to the Buyer by email:
[email protected] (invoices for spares and equipment) and [email protected] (invoices for services) not later than 3 (three) calendar days from the
date of Goods’ delivery, but not later than on the 1st day of the month following the month of
Goods’ delivery. The Seller directs the original Acceptance Certificates of Goods delivered
/services rendered by an express mail to the address specified by the Buyer.
1.1.3. Documents, in which errors have been detected, should be reissued (corrected) by the
Seller and provided to the Buyer not later than 3 (three) calendar days after receipt of the notice
from the Buyer specifying errors in the documents.
1.1.4. In case of failure of the Seller to perform its obligations, specified by clauses 1.1.1-1.1.3.
hereof, the Buyer will be entitled to demand payment of fine in the amount 100 (hundred) US
dollars for each improperly issued or untimely provided/not provided document. The fine should
be paid to the Buyer not later than 5 (five) calendar days after receipt of the corresponding
demand by the Seller.
1.1.5. If Buyer disputes any invoice, or portion thereof, rendered by Seller, Buyer will so notify
Seller within fifteen (15) business days of the date of Seller’s invoice and failure to provide
notification within said period shall be deemed acceptance of Seller’s invoice by Buyer. The
parties will use all reasonable efforts to resolve such disputes expeditiously. Notwithstanding
any invoice disputes, Buyer shall promptly remit payment on those invoices, or portions thereof,
not in dispute.
1.2. Price escalation formula.
The annual price escalation shall be based on any year-over-year percentage increase in the
indices stated below for the twelve month period ending June 30 of the year preceding the price
change date. The indices to be applied shall be the final version of the indices published as of
the date of calculation. Changes in the indices after the calculation shall be disregarded. If index
data is not available for the applicable month, the index data for the immediately preceding
month with available data shall be used as the basis for adjustment. Computation of the
percentage increase in the below indices shall be expressed to the nearest one-thousandths of one
percent (0.001%). Final calculation of unit prices shall be rounded to the nearest whole dollar. In
the event any index is discontinued, the parties agree to promptly substitute a comparable
replacement index and this Agreement shall be modified to reflect such substitution.
FORMULA
Pn = Pb x (.3 Ln/Lb + .7 Mn/Mb)
23
WHERE
Pn equals the new escalated price, which shall be the following year’s price (Pb).
Pb equals the previous year’s base price, which for the first annual escalation is the
contract price.
Ln equals the June value for the Labor Index - Series ID: CEU3133640008 - “NAICS
Code 3364 – Aerospace Products and Parts, Average Hourly Earnings of Production
and Non-Supervisory Employees” not seasonally adjusted at a point six (6) months
prior to the validity date of the new price.
Lb equals the June value for the Labor Index - Series ID: CEU3133640008 - “NAICS
Code 3364 – Aerospace Products and Parts, Average Hourly Earnings of Production
and Non-Supervisory Employees” not seasonally adjusted at a point eighteen (18)
months prior to the validity date of the new price.
Mn equals the June value of the Producer Price Index - Series ID: WPU03thru15 - for
“Industrial Commodities" not seasonally adjusted at a point six (6) months prior to
the validity date of the new price.
Mb equals the June value of the Producer Price Index - Series ID: WPU03thru15 - for
“Industrial Commodities" not seasonally adjusted at a point eighteen (18) months
prior to the validity date of the new price.
Source: United States Bureau of Labor Statistics.
Price escalation for purchases and services shall not exceed 2,5% per annum.
1.3. Prices for items
Prices for items, sold by your company, shall be set forth in the catalogue. Prices and lead-times
for all shelf stock parts shall present in catalogue without exclusions.
1.4. Payments.
The payment shall be effected in USD as follows: 100% payment for the Seller’s account within
45 days from the date of receipt of the Invoice by Buyer sent to electronic address of Buyer after
delivery of Products/rendered services according to a respective Purchase Order.
1.5. Fees (Seller’s offer shall not exceed the values, provided below).
1.5.1. Exchange fee

Item

Rate/ Charge

Exchange fee

5 % of item catalogue
price

Advanced Exchange 
fee
5 % of item catalogue
price for every 14
days until re-delivery
of an exchange part
since installation on
the aircraft
1.5.2. Loan fee
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
Item

Rate/ Charge

Loan fee per day

0.8 % of item
catalogue price
Testing, maintenance or overhaul of components returned by Aeroflot shall be included in the
fee.
1.5.3. Handling fees.
If your company subcontracts any work or purchases the material at third parties, the following
conditions shall be applied:

Item

Rate/ Charge

Min


handling charge

8 % of catalogue
price

150 USD per

third party price
Max
4,000 USD per
third party price
1.6. Labor rate.
Labor rate for the repairs, performed on a time and material basis, shall not be higher, than
95,5 USD for 2017.
1.7. Other fees.
Minimum order requirement: 100 USD per order
Order cancellation fee: not more than 10% of the order price
2. Spares, GSE and support activities.
2.1. Delivery terms.
If Spares, GSE are to be delivered to the territory of the Russian Federation, the delivery terms
shall be FREE CARRIER (FCA) – an international airport where Aeroflot has regular flights to
or such other location as may be agreed by Buyer and Seller in writing in detailed Purchase
Orders. (INCOTERMS 2010).
2.2. Repairs.
Delivery terms for all Products sent by Aeroflot for repair, under or out of warranty, and for Nocharge loan Products shall be FCA (INCOTERMS 2010) - an international airport where
Aeroflot has regular flights to or such other location as may be agreed by Buyer and Seller in
writing in detailed Repair Orders. All shipping expenses to the FCA point, including
transportation and insurance costs, shall be borne by the Buyer. All shipping expenses from the
FCA point to Seller’s facilities, including transportation and insurance costs, shall be borne by
the Seller. The Buyer shall hand over the Products to a Seller’s designated forwarder at the FCA
point.
2.2.1. Lead-times
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Lead-time is the period, starting at moment of order acceptance by your company and until the
ordered goods are received in the delivery point at airport, FCA, in accordance with delivery
conditions, set foth in this clause.
a) Ten (10) calendar days for (i) shelf stock parts, including LRUs, SRUs, GSE and expendables;
b) Fifty (50) days for all other equipment, including LRUs, SRUs, piece parts and tooling,
necessary to repair the seats and their repairable subassemblies.
For any kind of equipment not in your company’s continuous production at the time of receipt of
an order, your company shall expend best efforts to meet Aeroflot’s delivery requirements.
In any event, your company shall comply with latest industry standards to quote non-shelf stock
parts lead-times.
2.2.2. Emergency Services
Your company shall provide a twenty-four (24) hours a day, seven (7) days a week emergency
service supply of equipment within the following lead-times and a delivery in accordance with
this Annex A:
a) Four (4) hours after receipt of an AOG order;
b) Twenty-four (24) hours after receipt of a critical (possible AOG or work stoppage) order; and
c) Five (7) calendar days after receipt of an expedite (with lead-times or turn-around-times
shorter, than published in catalogue) order.
Your company shall provide acknowledgement and airway bill and flight information for orders
as soon as reasonably known but not later than within:
1) four (4) hours for AOG orders;
2) twenty-four (24) hours for critical orders;
3) six (6) days for expedite orders;
4) four (4) hours for telephone, e-mail and fax;
5) ten (10) days for letter;
6) ten (10) days for request for offer;
7) fifteen (15) days for technical analysis request.
When no immediate final answer can be provided, your company shall provide a target date for
such final answer, with intermediate updates as required.
No surcharge shall apply to emergency services, except in cases where your company can
demonstrate clear and continued misuse of AOG stocks by Aeroflot. In such a case, your
company shall be entitled to negotiate and administer surcharges with Aeroflot.
2.2.3. TAT
TAT is a time gap, between the moment, when the component is handled to your company by
Aeroflot’s agent at the airport, FCA, in accordance with the delivery terms, set forth in this
Annex A, and until the moment, when the agent of your company redelivers the serviceable
component after repair to Aeroflot’s agent at the airport, FCA in accordance with delivery terms,
set forth in this Annex A.
TAT of component modification, repair or overhaul must be no longer than industry best practice.
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Your company shall undertake to perform the services (repair, overhaul, NFF, modification,
exchange etc) of component within a maximum TAT per occurrence of:
LRUs
SRUs
Services Test (NFF)
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3
28
6
For major overhaul, modifications or conversion programs, TAT will be mutually agreed
between the parties.
2.2.4. Penalties for incompliance with TAT or lead-times.
In case of delay in delivery of the equipment subject to purchase or services, beyond lead-time or
TAT, agreed in the order or set forth in the agreement, based on the conditions of this RFQ, your
company shall communicate any expected deficiencies in the delivery commitment to Aeroflot
prior to missing the event. If your company will be unable to comply with the lead-times or TAT
requirements of this Annex A in a particular case, your company will upon written request,
perform one of the following actions to satisfy the needs of Aeroflot at no additional charge:
(a) establish a new delivery date for equipment that is acceptable to Aeroflot;
(b) remove such equipment from a higher assembly in your company’s inventory;
(c) exchange equipment, sent for services, to equipment with as much as possible equal
utilization characteristics;
(d) for Line Replaceable Units (LRU) only: provide a loan LRU until LRU, initially planned to
be shipped to Aeroflot, can be finally delivered to Aeroflot; or
(e) provide reimbursement of Aeroflot’s reasonable lease charges for a replacement equipment
until equipment, initially planned to be shipped to Aeroflot, is finally delivered to Aeroflot.
If your company is unable to provide one of the above remedies, your company will provide
a credit to Aeroflot equal to zero point four (0,4%) of the then-current equipment catalogue price
for each calendar day beyond the date the equipment was committed to be delivered to Aeroflot,
as defined in the lead-times and TAT sections of this Annex A.
However, neither the total amount of compensation, provided pursuant to section (e) above, nor
total amount of liquidated damages, provided pursuant to bullets from (a) to (e) of this article,
shall not exceed the amount of sixty-five percent (65%) of the then-current equipment catalogue
price of the equipment which is delayed.
The number of days, for which a credit is owed to Aeroflot, shall be computed depending on the
case, either:
- from the first day following the expiration of TAT or lead-time;
- from the day Aeroflot has formally accepted the offer for loan or exchange, if this acceptance is
received by your company after expiration of TAT until a serviceable unit has been delivered to
Aeroflot.
In the event your company is unable to deliver ordered equipment subject to delay, Aeroflot has
the right to cancel delayed order at no-charge. In case of such order cancellation, the penalties
mentioned herein above in this Annex A will be also cancelled.
2.3. Provisioning of GSE (Ground Support Equipment)
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Your company has to provide to Aeroflot everything necessary for establishing in-house
capabilities for repair of seats’ repairable parts, including:
1) FOC up-to-date, most modern testing equipment (tools, test benches, adaptors etc.),
mentioned in CMM and approved by OEM of the seats, sufficient for services of the
seats and their repairable parts;
2) FOC training, including theoretical and practical parts, on how to repair the units with the
testing equipment, provided by your company to Aeroflot, in accordance with CMM.
Training shall be normally provided up to level 2, but in any case up to depth (including
level 5), necessary to return the serviceable condition of the units in accordance with
requirements of CMM. Aeroflot shall be granted on a FOC basis a possibility to train up
to five (5) students during one session three (3) times over a period of ten (10) years from
the date of installation of your company’s equipment on Aeroflot’s aircraft. All the
training materials, including documentation, any spares and/or other equipment,
necessary for conduction of training at your company’s site, will be provided by your
company FOC to Aeroflot. Aeroflot’s travel, lodging, and other per diem subsistence
costs shall be Aeroflot’s responsibility. Any extra courses, above to the mentioned FOC
ones, including trainings at Aeroflot’s site, your company shall make every reasonable
effort to provide at a fair and reasonable charge;
3) Sell at a reasonable market price Shop repairable units (SRU) and piece parts, necessary
for repair of seats and their repairable parts;
4) Authorization to perform in-house warranty repairs with reimbursement of materials and
Aeroflot’s labor expenses at Airbus then current warranty labour rate. Provided that
repair and/or modification times do not exceed those normally practiced, your company
shall reimburse labor costs related to the repair for the following operations, provided
that such operations are carried out under the terms of this Annex A:
a. disassembly;
b. testing (trouble shooting);
c. repair;
d. calibration (if applicable);
e. re-assembly;
f. inspection and final testing;
3. Warranty.
3.1. NATURE OF THE WARRANTY
Your company shall warrant to Aeroflot that the delivered equipment is suitable for use and
purpose, which it is intended for, conform to the requirement of order, including but not limited
to the applicable descriptions, specifications and drawings and are free from defects:
a)
in material and workmanship whatever the origin,
b)
in design having regard to the state-of-the-art at the time of the order or including defects
arising from the choice of materials and/or LRUs forming part of the aircraft certification as well
as defects arising from the choice of materials and/or SRUs forming part of the LRU,
c)
in manufacturing processes,
d)
arising from non-conformity with the order.
e)
such as to hinder, restrict or annul the validity of the certificate of airworthiness of the
aircraft on which equipment is fitted.
3.2. WARRANTY FOR EQUIPMENT:
For the purpose of this article, Delivery Date shall either mean:
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- in respect of any and all equipment installed in an aircraft, the date of delivery of the aircraft in
which equipment is incorporated from airframe manufacturer to Aeroflot; or
- in respect of any and all equipment, delivered by your company as spares, the date of delivery
of equipment to Aeroflot’s agent at airport, FCA in compliance with this Annex A
The applicable warranty period for equipment manufactured for installation on Aeroflot’s
aircraft shall take effect:
(a)
On Delivery Date of new equipment and shall remain in force for a standard warranty
period of thirty six (36) months from the Delivery Date, or
(b)
Оn Delivery Date of a re-certified used equipment (repaired/modified, overhauled,
maintained or exchanged by your company or your authorized repair station) and shall remain in
force for a period of twelve (12) months or the remainder of the standard warranty period, as
defined in the paragraph (a) above, whichever is greater.
(c)
For SRUs delivered as spares: on the Delivery Date and shall remain in force for a period
of eighteen (18) months or the remainder of the standard warranty period of the LRU, when the
SRU has been incorporated into LRU, as defined in the paragraph (a) and (b) above, whichever
is greater.
Your company can provide warranty extension to your equipment.
Aeroflot is also authorized to claim direct labor limited to one-half (0,5) hour per defective
component for access excluding quick-disconnect products that do not require labor hours to
reach the attach points of such products.
3.3. WARRANTY FOR EQUIPMENT AFTER SERVICES
If equipment was serviced (repaired/modified, overhauled, maintained or exchanged) by your
company or your authorised repair station, then such repair/modification (as defined in the order
and/or shop finding report), overhaul, maintenance or exchange of such Equipment shall be
warranted for the work performed under the terms set out in this Annex A for a twelve (12)
month period from the date of such repair/modification, overhaul, maintenance or exchange or
for the remaining portion of the standard warranty period defined in this Annex A, whichever is
greater.
3.4. WARRANTY CLAIM ADMINISTRATION.
Aeroflot shall have minimum ninety (90) calendar days for raising the claim since the
rectification of defect under warranty. Your company shall provide disposition regarding such
warranty claim within thirty (30) days period since its receipt, otherwise claim shall be
considered accepted by your company.
4. WASG
Your company has to follow the conditions of WASG (World Airlines and Suppliers Guide) rev.
2015.1 or its latest revision and in case of any contradictions with Aeroflot during the contract
negotiation shall agree to apply the standard of WASG to terms and conditions of support of
Aeroflot by your company, including but not limited to obsolescence program and buy-back
policy.
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5. Limitations.
Aeroflot reserves the unqualified right to waive defects in any proposal, to choose or accept or
reject any or all proposals submitted in response to this RFQ for any reason whatsoever without
explanation or justification, to select any firm as the party with whom would be willing to enter
into an agreement regardless of whether such party shall have submitted a proposal pursuant to
this RFP at any time including the deletion, addition, modification or other changes hereto, and
to make any decision in any manner as Aeroflot may choose in its sole discretion in the
determination of its own interests and irrespective of the position of any interested party that in
Aeroflot’s determination is unreasonable, unfair, arbitrary, discriminatory or capacious.
Aeroflot may consult references familiar with your company, regarding prior projects,
management, financial resources, reputation or otherwise. Submission of a proposal in response
to this RFQ shall constitute permission for Aeroflot to make such inquiries and authorization to
third parties to respond thereto.
Aeroflot doesn’t make representations, warrantees or guarantees that the information obtained
herein is accurate, complete or timely. The furnishing of such information by Aeroflot shall not
create, nor be deemed to create any obligation or liability upon it for any reason whatsoever. And
each organization by expressing its interest and submitting its proposal expressly agrees that it
has not relied upon foregoing information and that it shall not hold Aeroflot liable or responsible
therefore in any manner whatsoever.
Aeroflot also can change any of its requirements, set forth herein, during the negotiation of
contract, based on this RFQ. In no case your company at time of contract negotiation shall offer
conditions less favorable to Aeroflot, than those, contained herein.
6. ADDENDA
All interpretation of RFQ specifications, supplemental and responses to individual questions will
be in the form of written Addenda to these proposal documents which, if issued, will be emailed,
delivered or mailed to all prospective contractors.
30
Annex 4
A Draft of the Contract15
Moscow
"____"__________ 2017
CONTRACT №
Company “________________”, an officially recognized legal entity, hereinafter referred to as
"the Seller", represented by __________, acting on the basis of the power of attorney № dated
___________ , on the one side, and Public Joint Stock Company "Aeroflot - Russian
Airlines", Moscow, Russian Federation, hereinafter referred to as "the Buyer", represented by
___________, acting on the basis of power of attorney № _________, on the other side, have
concluded the present Contract № _______ (hereinafter «Contract») on the following.
1.DEFINITIONS
Aircraft - an aircraft of Airbus A330-200 и A330-300 model;
Airwaybill (AWB) – airway bill tracking;
Days - calendar days if not otherwise stated;
DAP-Delivered at place (INCOTERMS 2010);
Delivery - the transfer of the Goods from the Seller to the Buyer;
DDP-Delivery Duty Paid (INCOTERMS 2010);
EASA - The European Aviation Safety Agency is a European Union (EU) agency with
regulatory and executive tasks in the field of civilian aviation safety.
FAA - Federal Aviation Administration - the national aviation authority of the United States of
America. An agency of the United States Department of Transportation, it has authority to
regulate and oversee all aspects of civil aviation in the U.S. The Federal Aviation Act of 1958.
FCA - free carrier (INCOTERMS 2010);
Goods –5 shipsets of full flat business class passenger seats and approving documentation;
ODD (on dock date)-the delivery date when the shipment actually arrives at Buyer’s facilities;
Parties - the Buyer and the Seller;
Purchase order - written request issued by the Buyer for the purpose of procuring Goods;
Working days – shall mean any day except Saturday or Sunday or any other day on which an
Official holiday falls in the Seller’s country.
2. SUBJECT OF THE CONTRACT AND
DELIVERY TERMS
2.1. The Seller shall sell and the Buyer shall buy the Goods, detailed in Purchase Orders, on
delivery terms DDP (Delivered Duty Paid) in accordance with INCOTERMS 2010.The shipsets
should be delivered to the named place of destination mentioned later on in Customer’ Purchase
Orders. The IFE system PANASONIC-eX2 installed on the existing business class seats should
be removed by Aeroflot and integrated into the new full flat business class seats by the Seller.
Участник закупки вправе предложить встречный проект договора, с соблюдением при этом всех
обязательных условий, указанных в документации о закупке.
15
31
2.2. The quality of the Goods shall be in full conformity with the technical conditions stipulated
by the manufacturer’s specification (Technical Data Sheet) and with FAA and/or EASA
requirements.
2.3. Title to the sold Goods shall pass to the Buyer upon handling over of the Goods to the Buyer
at the location agreed in Clause 2.1 herein.
3. PRICE, TOTAL AMOUNT OF THE CONTRACT, ORDERING PROCEDURE
3.1. The total cost of the Goods to be delivered under this Contract shall not exceed
14.681.000,00 (fourteen million six hundred and eighty one thousand and 00/100) USD.
3.2. Price and delivery terms for any Goods to be offered by the Seller for sale are to be indicated
in respective quotation.
3.3. Buyer shall issue to Seller Purchase Orders according to which Seller shall manufacture, sell
and deliver to Buyer 5 ship sets of business class seats to be installed on 5 A330 in accordance
with the terms and conditions set forth herein, and Appendix 2 to the Contract.
3.4. The Purchase orders must be signed by authorized official persons. The Buyer shall send to
the Seller orders by e-mail to the address ______________.
3.5. The Seller within 2 Working days after obtaining the Purchase order from the Buyer shall
confirm to the Buyer the acceptance of the issued Purchase order by sending to the Buyer written
confirmation by e-mail to the address______________________________.
The Seller’s confirmation of acceptance of the Purchase order must be signed by its authorized
official persons.
3.6. Before shipment of the Goods according to respective Purchase order the Seller shall send
an invoice to the Buyer for preliminary inspection of correctness, which will state the following
information: the names of the Goods, quantity, prices, shipping lead time, the number of a
Purchase order, and number of Contract. Five (5) copies of the invoice shall be enclosed with
any shipment as a part of delivery package.
3.7. The price for the Goods shall include the cost of packing, marking, storage, insurance and
freight, to the place, specified in clause 2.1 and 2.2 above.
4. TERMS OF PAYMENT
4.1. Payments for the Goods to be delivered under the present Contract shall be effected in USD
as follows: 100% payment for the Seller’s account within 45 (forty five) days from the date of
receipt of the invoice by the Buyer sent to electronic address of the Buyer after delivery of the
Goods according to a respective Purchase order.
4.2 The Seller not later than 5 (five) calendar days after the date of Goods’ delivery, but not later
than on the 5th day of the month following the month of Goods’ delivery, directs the Buyer an
Acceptance Certificate of Goods (services rendered, works performed) and an invoice for
payment. Goods are deemed to be delivered (works performed, services rendered) to the Seller
on the date of signing of an Acceptance Certificate of Goods (services rendered, works
performed, etc.) by both Parties.
4.3 The Seller directs copies of the Acceptance Certificates and invoices for payment to the
Buyer by e-mail: not later than 3 (three) calendar days from the date of Goods’ delivery (works
performed, services rendered), but not later than on the 1st day of the month following the month
of Goods’ delivery.
4.4 Documents, in which errors have been detected, should be reissued (corrected) by the Seller
and directed to the Buyer not later than 3 (three) calendar days after receipt of the notice from
the Buyer specifying errors in the documents.
32
4.5 In case of failure the Seller to perform its obligations, specified by clauses 4.2-4.4 hereof, the
Buyer will be entitled to demand payment of fine in the amount of 10% from the total cost of
each improperly issued or untimely provided/not provided invoice. The fine should be paid to the
Buyer not later than 5 (five) calendar days after receipt of the corresponding demand by the
Seller.
4.6. If the Buyer disputes any invoice, or portion thereof, rendered by the Seller, the Buyer will
so notify the Seller within twenty (20) Working days of the date of the Seller’s invoice and
failure to provide notification within said period shall be deemed acceptance of the Seller’s
invoice by the Buyer. The parties will use all reasonable efforts to resolve such disputes
expeditiously.
5. DELIVERY TERMS
5.1. Delivery of the Goods shall be executed within the time period specified in a Purchase order.
Delivery date is defined as the date shown on the AWB.
5.1.1. The Seller shall provide the shipment of the Goods in accordance with clause 2.1 and 2.2
above.
5.2. Delivery shall be effected according to the following documents:
- AWВ ;
- invoice;
- packing list;
- certificate of quality;
-Technical Data Sheet;
- certificate of origin;
- original of Application FAA and/or EASA
-relevant supporting documents in Seller's possession showing Goods traceability.
The Seller is obliged to reimburse the Buyer additional expenses appeared due to absence or
wrongly shipping documents.
5.3. The Seller shall notify the Buyer by
e-mail: ________about readiness of the Goods for
shipment at least 2 (two) working days before the scheduled date of shipment from the enterprise
with the indication of:
- date of shipment;
- Contract No;
- Part Number and name of the Goods;
-the number of a Purchase order
- number of cases;
- gross\net weights;
- material of packing.
6. PACKING
6.1. The Goods to be delivered shall be shipped in export packing suitable for the nature of the
Goods under supply.
6.2. Packing shall secure full safety of the Goods and protect them against any damages and
corrosion during their transportation taking into account possible transshipments and long-term
storage. The Goods shall be packed in such a way as to prevent their movement inside the box
when changing their position.
6.3. The Goods shall not contain explosive, highly inflammable, toxic, radioactive and other
dangerous materials.
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6.4. Each case shall be accompanied by a packing list which indicates the name of the Goods and
part numbers, item number according the specification, quantity, gross/net weight.
6.5. The Seller shall be responsible to the Buyer and compensate fully, but in amount not
exceeding the cost of Goods any losses arising from complete damage, impairment or breakage
of the Goods on account of improper or unsound packing.
7. MARKING
7.1. Each case containing the Goods shall be marked on three sides: on opposite lateral sides and
the top of a case.
7.2. Marking shall be made distinctly and indelibly in English and include the following
information:
 Consignee: (address)
 Contract No.
 Place
 Net weight
 Gross weight
 Dimensions
7.3. All cases which need special handling shall have additional marking, which are make in
accordance with international standards:
 With care! or Fragile!
 Top!
 Do not turn over!
7.4. The Seller shall compensate the Buyer for any additional expenses on transportation and
storage arising from dispatching the Goods to a wrong address as a result of incorrect or
improper marking.
8. EXPORT LICENSE
8.1. When any export license for importing Goods and technical documentation supplied to
Russia under the present Contract are required from the appropriate authorities, the Seller shall
undertake to procure the required export license and technical documentation. The copies of
export licenses shall be submitted to the Buyer together with a complete set of shipping
documents.
8.2. Should the said licenses be revoked or not be prolonged by the appropriate authorities before
the completion of the Contract, the Buyer shall have the right to terminate this Contract and to
claim the compensation for damages and the return of amounts paid for the Goods.
9. ACCEPTANCE OF THE GOODS AS TO QUANTITY AND QUALITY
9.1. The preliminary acceptance of the Goods in respect to their quantity shall be performed in
accordance with clause 2.1 of the Contract.
9.2. The acceptance of the Goods in respect to their quantity and/or the shortage in their quality
shall be performed at the Buyer's warehouse in accordance with the terms specified in clauses 6,
7 and 8 above, and documents, specified in clause 5.2 of this Contract.
9.3. Should any nonconformity of the quantity of the Goods and/or the shortage in their quality,
or the non-compliance of packing or marking with the requirements of the Contract be revealed,
within 30 (thirty) days the Buyer shall draw up a claim and forward it to the following Seller’s email:____________
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9.4. The Seller shall consider the Buyer’s claim within 5 (five) days as of the date of claim’s
receipt. If the Seller has not replied to the claim within the specified period, the claim shall be
considered by the Buyer as claim’s recognition.
9.5. The Seller shall be responsible for any lacks in the Goods as well as for their damages
occurring after handing over the Goods to the Buyer when the causes of these damages have
existed before this handing over.
10. WARRANTY
10.1. The Seller warrants that at the time of delivery (i) the Goods are authentic and (ii) such
Goods will be free from defects in materials and workmanship; (iii) the Seller will have good and
merchantable title to the Goods sold hereunder. The warranties provided for in clauses 10.1 (i)
and 10.1 (iii) are not limited in time.
10.2. The warranties provided in clause 10.1. (ii) shall extend for 12 (twelve) months of Goods
after their commissioning into operation.
10.3. If during the warranty period, a defect in material or workmanship covered by this
warranty causes damage to the Goods or renders it unserviceable, the Seller shall at its sole
discretion (i) correct the defect by either replacing or repairing the defective item of Goods at the
Seller's expense, to the serviceable condition, or (ii) refund the purchase price of such Goods
paid by the Buyer.
10.4. During a warranty period the Buyer will notify the Seller within 20 (twenty) days of any
potential warranty claim.
10.4.1. The Goods defective in material or workmanship that are returned to the Seller under
warranty shall be submitted by Buyer within 20 (twenty) working days after discovery of the
defect. In all cases the Goods must be accompanied by a failure report issued by the Buyer. All
returned Goods might be sent to a certified repair agency (agreed upon by both the Buyer and the
Seller) for a bench check and confirmation of Buyer’s Failure Report. Any Goods which passes
bench check, or failure found to be caused by negligence or fault of the Buyer, may be returned
to the Buyer, at the Buyer's expense and refund denied.
10.5. The Seller's warranty obligations on Goods sold hereunder are subject to the following
conditions:
10.5.1. The warranted Goods have been used under normal operation conditions as established
by the Good manufacturer and have not been subject to misuse, neglect or ingestion of foreign
material.
10.5.2. The warranted Goods have not been altered or repaired since their shipment to the Buyer
by anyone other than the Seller and have been maintained in accordance with the Buyer's FAA
or EASA approved Airworthiness Maintenance Program and Maintenance Manual (or equivalent
government approved documentation for those buyers operating under foreign registry) and with
any written instruction the original Goods and manufacturer may have provided.
11.RESPONSIBILITIES OF THE PARTIES
11.1. The Seller shall bear the full liability for quantity, quality and authenticity of the Goods to
be supplied, for meeting the delivery terms for the Goods, as well as for completeness and
correctness of Goods’ accompanying documents.
11.2. The Buyer shall be liable for non-execution or improper execution of its obligations under
the Contract.
11.3. For delay in supply or replacement of Goods, the Seller shall pay the penalties to the Buyer
in the amount of 0,1 % from the cost of non-delivered / replaced Goods for each day the
supply/replacement is overdue as the result of the action or inaction of the Seller. The penalty
35
shall be accrued for the whole period of delay and shall be paid by the Seller if it receives the
written demand (claim) from the Buyer to pay the penalty.
11.4. In case of the supply/replacement delay for the Goods exceeding 30 (thirty) days, the
Buyer shall be entitled unilaterally to cancel the placed Purchase Order and/or terminate the
Contract, as well as to claim for the payment of penalty amounting to 10% of the cost for the
undelivered Goods and reimbursement of losses in the amount which is not covered by the said
penalty. Alongside, the Seller shall return to the Buyer the monies received in consideration of
the undelivered the Goods within 10 (ten) days as of the Buyer’s notice cancelling the placed
Purchase order terminating the Contract was received by the Seller. The date when the Buyer
sent the relevant notice shall be deemed as the date of cancelation of the placed Purchase order
termination of the Contract, unless the said notice states otherwise.
11.5. In case the Buyer fails to comply with the payment terms as stipulated by this Contract, the
Seller shall send to the Buyer the notice on delay in payment. Unless the Buyer has managed to
perform its payment obligations within 20 (twenty) days as of the abovementioned notice was
received by the Buyer, the Seller shall be entitled to demand paying the penalty for the whole
overdue period in the amount of 0,1% from the sum which payment term has been violated
(outstanding amount), for each day the payment is overdue, however in total within 5% from the
outstanding amount.
11.6. The Seller shall be liable for supply of the Goods as encumbered by the third persons’
rights, explicitly defined as the Supplier of the Goods to the Seller, and shall reimburse to the
Buyer all the losses that have been suffered by the Buyer due to the claims of the respective third
persons made against the Buyer (or satisfied by the Buyer) or in the result of seizure of the
Goods by governmental authorities. The Seller shall reimburse Buyer’s losses within 10 (ten)
days as of the day of the respective claim from the Buyer. Provisions hereunder shall remain
valid within three years from the termination date of this Contract.
11.7. In case the Buyer detects the Goods which manufacturing authenticity is not confirmed by
the manufacturer (hereinafter the inauthentic Goods), the Seller, irrespectively the operation life
of the inauthentic Goods, shall, within 10 (ten) days from the date when the Seller has received
the respective notice from the Buyer, supply the similar authentic Goods at its own cost and
reimburse all the expenses to the Buyer as connected with replacement of the inauthentic Goods.
If it is impossible to supply the authentic Goods, the Seller shall within the period as mentioned
above return the monies received from the Buyer in consideration of the inauthentic Goods, and
pay the Buyer the interest in the amount of 0,1% from the sum returnable, for each day of
monies use.
11.8. Should it be revealed when accepting and/or operating the Goods that they do not conform
with the requirements as set by the law and authorized entities (including international ones) for
such type of the Goods, certificates of the manufacturer or conditions as stipulated by the
Contract, the Seller shall, within 10 (ten) days from the date when it has received the respective
notice from the Buyer, replace the non-conforming Goods and reimburse all the losses to the
Buyer as related to such replacement. If it is impossible to replace the Goods, the Seller shall
within the period mentioned above return the monies received from the Buyer for the nonconforming Goods, and pay the Buyer daily an interest in the amount of 0,1 % from the sum
returnable, for each day of monies use.
11.9. In each calendar year during the Contract Term the Seller provide the Buyer the document
confirming tax residence.
12. FORCE MAJEURE
12.1. None of the Parties will be liable for non-execution of its obligations under the Contract on
time, provided that such non-execution has result from effect of force-majeure (further hereunder
36
FM), i.e. extraordinary and unforeseeable circumstances which occur within the Contract’s
validity period, which are out of control of the affected Party (hereinafter the Affected party) and
which could not be foreseen by it (including the flood, earthquake, volcano eruption and other
natural disasters and military actions, blockades, import or export bans, law modifications). Fires
and strikes shall be deemed as FM, unless they are caused by the faulty and/or negligent
action/omission of the Affected party and/or persons controlled thereby (employees, contractors,
consultants, etc.). Faults/suspensions in operation of the equipment and/or software as used by
the Affected party, damage of communication lines and/or means shall be FM, only if they are
caused by the effect of natural and/or anthropogenic factors and that they do not result from the
faulty and/or negligent action/omission of the Affected party and/or third persons.
12.2. The Affected party shall immediately, however within 3 (three) days from the moment FM
occurs, inform the other Party in writing about its occurrence, anticipated duration of the effect,
as far as it is possible, evaluate the influence thereof on execution (including the execution term)
of obligations under the Contract, excluding the cases when such notification is impossible by
force of the above events. As FM ceases the Affected party shall be obliged within the same
period to inform the other Party thereabout, indicating the expected term for the obligations
under the Contract to be performed.
12.3. No availability of the notice or untimely notification about occurrence of FM will deprive
the Affected party of the right for exemption from the liability to perform the obligations
hereunder.
12.4. Upon request of the other Party, the Affected party shall file the official document as issued
by the competent governmental authority or entity to confirm the fact that the events treated as
FM have occurred.
12.5. Occurrence of FM will prolong the term for execution of obligations under the Contract for
the period in line with the duration of the above events’ effect, in terms of a reasonable period to
remove the consequences thereof, unless the Parties have agreed otherwise.
12.6. In case FM and consequences thereof will last longer than 3(three) months, any Party will
be entitled to claim for termination of the Contract unilaterally and out-of-court. Herewith, each
Party shall be entitled to demand all which has been received under the Contract from the other
Party, provided that it goes out of the Contract’s essence or the Contract contains the condition
that such Party is interested only in complete fulfilment of the Contract, and may refuse from the
Contract if it is possible to fulfil the Contract only in part.
The Parties shall be released from any responsibility for the partial or complete non-fulfilment of
their obligations under the present Contract, if this non-fulfilment results from force majeure.
13. PROCEDURE OF SETTLEMENT OF POSSIBLE DISPUTES
13.1. All disputes connected with performance (amendment or termination) of this Contract, the
Parties shall try to settle through negotiations.
13.2. Unless the agreement is reached by the Parties through negotiations within 30 (thirty) days,
the Parties shall settle the disputes as set out in clauses 13.3-13.6 below.
13.3. The claim shall be laid in writing. The claim shall contain the motivated and reasoned
request of the claimant.
13.4. The claim shall be sent to the location of the addressee by a registered letter with a return
receipt or by a courier service.
13.5. In case the claimant receives the refusal to satisfy its the claims voluntarily from the other
party, or has not received the reply within 30 (thirty) days from the date when the other party
received the claim, the claimant shall be entitled to forward the claims for consideration of
London Court of International Arbitration in the manner as set by its Rules.
13.6. The seat of the arbitration shall be in London, England. The arbitration proceedings shall
be conducted in the English language by three arbitrators. Each Party shall appoint one
37
arbitrator, and then the arbitrators appointed by the Parties shall elect the third arbitrator who
will be presiding in the tribunal.
14. CONFIDENTIAL INFORMATION
14.1. The Parties shall not disclose confidential information or use the same other than for the
purposes of performance of the obligations under this Contract. Party that received confidential
information will take any and all actions for its protection, with such actions being not less than
those normally taken for protection of its own confidential information.
14.2 The information shall be deemed confidential if it is obtained for the purposes of
performance of this Contract and contains, without limitation, the following: commercial secrets,
personal data, information protected by law, or information marked by the disclosing Party as
“Confidential” or “Strictly Confidential” on the date of disclosure with full name and location
data of the owner attached.
14.3. Party that disclosed confidential information or failed to comply with other confidential
requirements shall be responsible in accordance with the law of England and Wales.
14.4. Confidential information may be disclosed to competent governmental authorities or
securities regulators as permitted by applicable law. Such disclosure will not entail any
liabilities.
14.5. The Parties’ obligations defined in this section shall be valid during the term of this
Contract and 3 (three) years thereafter.
15. ALTERATIONS AND AMENDMENTS TO THE CONTRACT
15.1. Any alterations and amendments to the present Contract shall be made solely in writing.
15.2. Unless the Contract expressly provides for otherwise, the Contract may be amended or
terminated upon mutual consent of the Parties through signing of an additional agreement.
Incompliance with the written form, as well as absence of the Party’s authorized representative’s
signature and/or seal will lead to the invalidity of the additional agreement to the Contract
15.3. This Contract may be terminated unilaterally and out-of-court procedure at the initiative of
either Party provided that the written notice on termination is sent to the other Party at least 30
(thirty) Days prior to the proposed date for termination of the Contract.
15.4. In case of early termination of the Contract by the either party, the canceling party shall
pay the penalty in the amount of 0,1% from Contracts cost.
15.5. All settlements between the Parties shall be completed within 30 (thirty) days from the date
when the Contract has been terminated.
15.6. Termination of the Contract shall not exempt the Parties from execution of obligations
which have arisen prior to the termination date.
16. ENTERING THE CONTRACT INTO FORCE AND VALIDITY
16.1. This Contract shall take the effect since it has been signed by both Parties and shall be valid
until 28.02.2020.
17. OTHER TERMS AND CONDITIONS
17.1. After signing of this Contract all Parties’ prior agreements, negotiations and mailings on
issues regarding this Contract shall lose the legal force.
17.2. If the addresses mail addresses, bank details, shipment details are changed; the changing
Party shall within 5 days inform the other Party thereabout and shall bear the risk of
38
consequences as caused by the other Party’s not having the abovementioned changed details. The
aforesaid changes shall take the effect for the other Party since it has received them.
17.3. Any notice, communication or information connected with the performance, amendment or
termination hereof, unless otherwise is expressly stipulated by this Contract, shall be sent by the
Parties in writing, to the address of location of the other Party through the registered letter with a
return notice or by courier service. The notices, communications or information sent by courier
service or registered mail – from the moment the addressee receives them. The abovementioned
notices may be duplicated by e-mail: _________________
17.4. The Seller may not transfer its rights and obligations hereunder to third persons without a
prior written consent of the Buyer.
17.5. The rights and obligations of the Parties, which are not expressly stipulated in this Contract,
shall be specified according to the law of England and Wales.
17.6. This Contract is executed and signed in duplicate, of equal legal force, one for each Party,
in Russian and English.
17.7. In case there are differences between the Russian and English wording of the Contract, the
English wording shall prevail for the Parties.
17.8. The following shall be attached to this Contract and shall be the integral part thereof:
-Appendix No.1 – Form of Counter-agent’s Information.
-Appendix No. 2 – Form of Purchase Order.
-Appendix No. 3 – Form of Act of Goods Accepatance.
17.9. All taxes, custom charges and duties levied on the territory of the Seller's country shall be
borne by the Seller.
17.10. All taxes, custom charges and duties levied on the territory of the Buyer's country shall be
borne by the Buyer.
17.11. At least on the date when this Contract is signed the Seller shall provide the Buyer with
information in respect to all of its owners (beneficiaries), including the ultimate beneficiaries, as
well as in respect to the composition of executive bodies according to the form of the Appendix
No. 1 to the Contract, along with the confirming documents presented.
In case of any changes in the mentioned chain of owners, including ultimate beneficiaries, or in
the composition of executive bodies of the Seller, the latter shall immediately inform about them
to the Buyer with the confirming documents attached.
In case the obligations hereunder are violated or execution thereof is waived, the Buyer shall be
entitled to waive the Contract (terminate the Contract) unilaterally and within the extrajudicial
procedure, having notified thereabout to the Seller 3 (three) days prior to the date of termination.
17.12. The Buyer has the right to inspect the Seller facility. The Buyer inspection activity must
be carried out without interference with delivery commitment.
18. STANDARD CONDITIONS OF THE "ANTI-CORRUPTION CLAUSE"
18.1 While performing its obligations under the Contract, the Parties, their employees do not
pay, do not offer to pay, and do not acquiesce in payment of any money or values, directly or
indirectly, to any people for influencing the acts or decisions of those people so as to obtain any
unfair preferences or for any other inappropriate end.
While performing its obligations under the Contract, the Parties, their employees do not carry out
any activities that in accordance with the legislation are qualified for the purposes of the Contract
as giving/taking, commercial bribery, illegal gratification, abuse of power, as well as any actions
that violate applicable legal requirements and international acts on counteraction to
legitimization of proceeds of crime.
18.2. If the Parties have any suspicion of the occurrence or possible occurrence of any violation
of the provisions stipulated in paragraph 18.1, the corresponding Party shall notify the other
39
Party in writing. In its written notification the Party should refer to the facts or provide materials
reliably confirming or giving reason to believe that there has occurred or may occur any
violation of any provisions of paragraph 18.1 by the other Party, its employees, which in
accordance with the legislation are qualified for the purposes of the Contract as giving/taking,
commercial bribery, illegal gratification, abuse of power, as well as any actions that violate
applicable legal requirements and international acts on counteraction to legitimization of
proceeds of crime. Upon receipt of a written notification the Party to which it was sent, will
direct a confirmation that the violation did not happen or will not happen. This confirmation
should be directed within ___ (_________) calendar days from the date of receipt of the written
notification.
18.3. In case of violation by any Party of its obligations to refrain from any actions referred to in
paragraph 18.1, the other Party shall be entitled to terminate the Contract t unilaterally and
without any judicial procedures by giving a written notice of termination. The Contract is
deemed to be terminated after expiry of __ (________) calendar days from the date of receipt by
the corresponding Party of a written notice of termination. The Party initiating termination of the
Contract, in accordance with the provisions of this paragraph shall be entitled to claim
compensation for actual damages resulting from such termination. The compensation term
amounts to ___ (__________) calendar days after the date of receipt of the corresponding claim
from the Party initiating termination of the Contract.
19. LEGAL ADDRESSES OF THE PARTIES
THE SELLER:
BANK DETAILS:
USD wire:
Account #,
ABA #,
SWIFT code:
THE BUYER:
Public Joint Stock Company «Aeroflot – Russian Airlines»,
Address: 119002, Russian Federation, Moscow, Arbat street, 10.
BANK DETAILS:
Public Joint Stock Company «Aeroflot- Russian Airlines»
THE CONSIGNEE:
Public Joint Stock Company «Aeroflot – Russian Airlines»,
119002 Moscow, Russia,
10, Arbat street
20. SIGNATURES
THE SELLER:
_________________________
THE BUYER:
Public Joint Stock Company "Aeroflot - Russian Airlines"
40
Appendix № 1 to Contract No. ____________
Form
Counter-agent’s Information
Counter-agent’s name (INN, activity type)
No.
Taxpayer
Identification
Number
State
Registration
Number
Cou
nteragen
t’s
name
Russian
Classifi
cation
Number
of
Econo
mic
Activities
Last
name,
name,
patrony
mic of
CEO
Authority and
number
of the
document to
identify
CEO
Agreement (details, subject, price, validity period
and other material terms and conditions)
NumSubPrice
ValidiOther
ber
ject of
(RUR,
ty
material
and
the
mln)
period
terms
date
agreeand
ment
conditio
ns
1.
No.
Information about the counter-agent’s owners chain, including the beneficiaries (ultimate
beneficiaries)
Taxpay
State
Name/
Locatio
Series
CEO/
Information about
er
Registr
Last
n/
and
member/
the confirming
Identifi
a-tion
name,
place
number
shareholder/
documents (name,
cation
Numbe
name,
or
of ID
beneficiary/
details, etc.)
Numbe
r
patronym registra
docudetails about
r
ic
-tion
ment
the executive
address
(for
body
individual)
1.1.
1.1.
1
1.1.
2
1.1.
3
1.1.
3.1
1.1.
3.2
1.2
1.2.
1
Position, full name of the counter-agent’s CEO ________________
stamp here
signature
/date/
Note. The table shall contain the detailed information about the counter-agent’s owners chain (founders/ shareholders; in respect to founders/
shareholders, which are legal entities, the details on their founders, etc.), including the ultimate beneficiaries:
1.1, 1.2 – owners of the counter-agent under the agreement (first level owners);
1.1.2, 1.2.1, 1.2.2, etc. – owners of 1.1 entity (second level owners)
and further according to the similar chart up to the
ultimate beneficiary (1.1.3.1)
41
Appendix № 2 to the Contract No._________
Form
PURCHASE ORDER
PURCHASE ORDER
No:
Page 1
Printed
AMASIS Ref.: N/A
To:
From:
Tel:
Tel:
Fax:
E-mail:
Date:
PLEASE SUPPLY THE EQUIPMENT ACCORDING THE CONTRACT No. ____ DD._____AS
DETAILED BELOW:
REMARKS: Please inform notification by e-mail to the following address:
Supply as:
AOG
Supply with:
EASA Form One or equivalent
Calibration Report
Ite
m
Part No.
Description
CRIT
Unit
Pric
e
RUT
Certificate of Conformity
Qty
Total
Price
Lead time
Authorized by:
Name:
Position:
Signature:
Date:
THE BUYER:
THE SELLER:
__________________________
________________________
42
Appendix № 3 to the Contract No._________
Form
ACT OF GOODS ACCEPTANCE
Current AСT is to confirm that the Goods specified below have been accepted by Aeroflot in
accordance with the provisions of the Agreement № _________ dated “____”________2017
between _________________ and Public Joint Stock Company “Aeroflot-Russian Airlines”.
Delivered to: ______________ for Public Joint Stock Company “Aeroflot-Russian Airlines”.
Invoice:
_____________________
Date:
_____________________
Accepted:
№
P/N
Description
Q-ty
Unit price
(USD)
Total (USD)
1.
2.
3.
TOTAL AMOUNT
SELLER
BUYER
Signature ________________
Signature ___________________
Name __________________
Name ______________________
Title ___________________
Title _______________________
43