Liquefaction Train Systems. i. The delivery schedule for the Liquefaction Trains assumes that a limited notice to proceed pursuant to Appendix A attached to Exhibit A of this Agreement (“LTS LNTP”) will be issued authorizing the scope of services included in such LTS LNTP with respect to the applicable LTS Purchase Order for a Liquefaction Train System no later than [***] prior to the issuance of the full notice to proceed authorizing the applicable Seller to proceed with the full scope of work under such LTS Purchase Order (“LTS FNTP”). If the LTS LNTP is issued less than [***] prior to the issuance of the LTS FNTP under a LTS Purchase Order, the delivery schedule for such LTS Purchase Order shall be extended day for day for each day the LTS LNTP was issued less than [***] prior to the issuance of the LTS FNTP. VGLNG and BH acknowledge and agree that the amounts payable with respect to the services performed under the LTS LNTP for a LTS Purchase Order, not including any amount that may be due in connection with a termination of the LTS Purchase Order, shall be payable in accordance with the payment schedule set forth in Appendix B to Exhibit A of this Agreement and shall not exceed [***] of the Contract Price. The scope of the applicable Seller’s services under the LTS LNTP is described in Appendix C that is included in Exhibit A, which is attached hereto and incorporated by reference herein. ii. VGLNG and BH acknowledge that the Liquefaction Trains will be delivered when completed on a specific schedule that requires continuous and regular deliveries. While initial delivery dates may vary and are ultimately subject to the terms of the applicable LTS Purchase Order, the applicable Seller will deliver the Liquefaction Trains under such LTS Purchase Order as follows: (i) the first two (2) Liquefaction Trains under such LTS Purchase Order within [***] following the LTS FNTP date of such LTS Purchase Order; (ii) each subsequent set of two (2) Liquefaction Trains under such LTS Purchase Order will be delivered between [***] and [***] after the delivery date of the preceding set of two (2) Liquefaction Trains until the total quantity of Liquefaction Trains under such LTS Purchase Order is complete. The delivery schedule under each LTS Purchase Order shall ensure that at least [***] exist between the delivery date of the last two (2) Liquefaction Trains of an LTS Purchase Order and the delivery date of the first two (2) Liquefaction Trains of the subsequent LTS Purchase Order; provided however in the event that delivery dates under an LTS Purchase Order, as scheduled pursuant to the immediately preceding sentence, overlap with or occur prior to the date that is [***] after the delivery date of the last two (2) Liquefaction Trains under the preceding LTS Purchase Order, the Parties shall negotiate in good faith the delivery dates under such subsequent LTS Purchase Order. iii. As applicable under an LTS Purchase Order, if Seller identifies specific supply chain constraints to any Major Component (as such term is defined in Section 3.2), e-houses and/or module steel structures in such LTS Purchase Order, Seller shall have the right to demonstrate those concerns to Buyer no later than thirty (30) days prior to expected date of issuance of such LTS Purchase Order, and Buyer and Seller shall reasonably negotiate in good faith the scope, schedule and amount to be paid under the LTS LNTP under such LTS Purchase Order. iv. With respect to each LTS Purchase Order, BH and the applicable Purchaser shall negotiate in good faith adjustments to the structure and timing of payment of, without modification to the aggregate amount of, any bonus for early delivery described in clause 6.7 of Appendix A attached to Exhibit A of this Agreement.
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Samples: Fourth Amended and Restated Letter of Agreement (Venture Global, Inc.), Letter of Agreement (Venture Global, Inc.), Letter of Agreement (Venture Global, Inc.)
Liquefaction Train Systems. i. In consideration of the obligations in this Agreement, BH shall cause to be reserved for VGLNG dedicated manufacturing capacity at BH’s affiliated manufacturing facilities located in [***] or [***] (collectively, the “Manufacturing Facilities”), such that [***] sets of [***] Liquefaction Trains, each capable of producing in the aggregate no less than eleven and twenty-seven hundredths (11.27) MTPA (each such set, a “Liquefaction Train System”), shall, except as provided in Section 1.1(a)(xii), be manufactured at (x) the Manufacturing Facilities or (y) solely in the event that the Manufacturing Facilities are at the relevant time engaged in manufacturing Liquefaction Trains for one or more Purchasers and do not have sufficient capacity to manufacture all or part of a subsequent set of Liquefaction Trains, another, mutually agreed BH affiliated manufacturing facility located in [***], and delivered to each applicable Purchaser in accordance with the delivery schedule set forth in Section 2.2(a).
ii. The foregoing obligation to reserve manufacturing capacity at the Manufacturing Facilities shall expire, if at all, on [***] (the “Fourth LTS Order End Date”) if a Purchaser has not executed a definitive purchase agreement substantially in the form attached hereto as Exhibit A, which is incorporated by reference herein, for one (1) Liquefaction Train System (a “LTS Purchase Order”, and such LTS Purchase Order, the “Fourth LTS Purchase Order”) on or before the Fourth LTS Order End Date.
iii. If a Purchaser has executed the Fourth LTS Purchase Order on or before the Fourth LTS Order End Date, the foregoing obligation to reserve manufacturing capacity at the Manufacturing Facilities shall continue with respect to the [***] remaining Liquefaction Train Systems, and shall expire, if at all, on [***] (the “Fifth LTS Order End Date”) if a Purchaser has not executed an additional LTS Purchase Order for one (1) Liquefaction Train System (the “Fifth LTS Purchase Order”), on or before the Fifth LTS Order End Date.
iv. If a Purchaser has executed the Fifth LTS Purchase Order on or before the Fifth LTS Order End Date, the foregoing obligation to reserve manufacturing capacity at the Manufacturing Facilities shall continue with respect to the [***] remaining Liquefaction Train Systems, and shall expire, if at all, on [***] (the “Sixth LTS Order End Date”) if a Purchaser has not executed an additional LTS Purchase Order for one (1) Liquefaction Train System (the “Sixth LTS Purchase Order”) on or before the Sixth LTS Order End Date.
v. If a Purchaser has executed the Sixth LTS Purchase Order on or before the Sixth LTS Order End Date, the foregoing obligation to reserve manufacturing capacity at the Manufacturing Facilities shall continue with respect to the [***] remaining Liquefaction Train Systems, and shall expire, if at all, on [***] (the “Seventh LTS Order End Date”) if a Purchaser has not executed an additional LTS Purchase Order for one (1) Liquefaction Train System (the “Seventh LTS Purchase Order”), on or before the Seventh LTS Order End Date.
vi. If a Purchaser has executed the Seventh LTS Purchase Order on or before the Seventh LTS Order End Date, the foregoing obligation to reserve manufacturing capacity at the Manufacturing Facilities shall continue with respect to the [***] remaining Liquefaction Train Systems, and shall expire, if at all, on [***] (the “Eighth LTS Order End Date”) if a Purchaser has not executed an additional LTS Purchase Order for one (1) Liquefaction Train System (the “Eighth LTS Purchase Order”) on or before the Eighth LTS Order End Date.
vii. If a Purchaser has executed the Eighth LTS Purchase Order on or before the Eighth LTS Order End Date, the foregoing obligation to reserve manufacturing capacity at the Manufacturing Facilities shall continue with respect to the [***] remaining Liquefaction Train Systems, and shall expire, if at all, on [***] (the “Ninth LTS Order End Date”) if a Purchaser has not executed an additional LTS Purchase Order for one (1) Liquefaction Train System (the “Ninth LTS Purchase Order”), on or before the Ninth LTS Order End Date.
viii. If a Purchaser has executed the Ninth LTS Purchase Order on or before the Ninth LTS Order End Date, the foregoing obligation to reserve manufacturing capacity at the Manufacturing 4 Facilities shall continue with respect to the [***] remaining Liquefaction Train Systems, and shall expire, if at all, on [***] (the “Tenth LTS Order End Date”) if a Purchaser has not executed an additional LTS Purchase Order for one (1) Liquefaction Train System (the “Tenth LTS Purchase Order”) on or before the Tenth LTS Order End Date.
ix. If a Purchaser has executed the Tenth LTS Purchase Order on or before the Tenth LTS Order End Date, the foregoing obligation to reserve manufacturing capacity at the Manufacturing Facilities shall continue with respect to the [***] remaining Liquefaction Train Systems, and shall expire, if at all, on [***] (the “Eleventh LTS Order End Date”) if a Purchaser has not executed an additional LTS Purchase Order for one (1) Liquefaction Train System (the “Eleventh LTS Purchase Order”) on or before the Eleventh LTS Order End Date.
x. If a Purchaser has executed the Eleventh LTS Purchase Order on or before the Eleventh LTS Order End Date, the foregoing obligation to reserve manufacturing capacity at the Manufacturing Facilities shall continue with respect to the [***] remaining Liquefaction Train Systems, and shall expire, if at all, on [***] (the “Twelfth LTS Order End Date”) if a Purchaser has not executed an additional LTS Purchase Order for one (1) Liquefaction Train System (the “Twelfth LTS Purchase Order”) on or before the Twelfth LTS Order End Date.
xi. If a Purchaser has executed the Twelfth LTS Purchase Order on or before the Twelfth LTS Order End Date, the foregoing obligation to reserve manufacturing capacity at the Manufacturing Facilities shall continue with respect to [***] remaining Liquefaction Train System and shall expire, if at all, on [***] (the “Final LTS Order End Date” and, together with the Seventh LTS Order End Date, the Eighth LTS Order End Date, the Ninth LTS Order End Date, the Tenth LTS Order End Date, the Eleventh LTS Order End Date and the Twelfth LTS Order End Date, the “Expansion LTS Order End Dates” and, together with the Fourth LTS Order End Date, the Fifth LTS Order End Date and the Sixth LTS Order End Date, the “LTS Order End Dates”) if a Purchaser has not executed an additional LTS Purchase Order for one (1) Liquefaction Train System (the “Final LTS Purchase Order”, and together with the Seventh LTS Purchase Order, the Eighth LTS Purchase Order, the Ninth LTS Purchase Order, the Tenth LTS Purchase Order, the Eleventh LTS Purchase Order and the Twelfth LTS Purchase Order, the “Expansion LTS Purchase Orders”), on or before the Final LTS Order End Date.
xii. BH shall, with respect to each Expansion LTS Purchase Order, be permitted to, at any time during the period commencing twelve (12) months prior to the Expansion LTS Order End Date relating to such Expansion LTS Purchase Order and ending six (6) months prior to such Expansion LTS Order End Date, notify VGLNG in writing of its request to utilize one or more manufacturing facilities (including subcontracted third party facilities) other than one of the Manufacturing Facilities for the manufacture of the Liquefaction Train System under such Expansion LTS Purchase Order, such notice to include (x) a revised, reasonably detailed proposal for the relevant LTS Purchase Order with specific pricing and delivery schedule for the relevant Liquefaction Trains assumes Train System and (y) written confirmation from BH that such manufacturing facility(ies) are subject to quality assurance and quality control programs consistent with the quality assurance and control programs of BH. VGLNG shall, within sixty (60) days of its receipt of BH’s notice, consider for acceptance BH’s request, such acceptance not to be unreasonably withheld or delayed. The Parties agree to, or to cause their applicable affiliates to, negotiate in good faith with respect to such request, including in respect of any revised terms and conditions of any LTS Purchase Order that are necessary to restore the benefit of the bargain to VGLNG in terms of cost (including any modifications to the foreign exchange adjustments set forth in Exhibit E and adjustments for commodity prices and labor costs set forth in Exhibit D based upon the location(s) of the relevant manufacturing facilities and corresponding changes in labor and commodities indices), quality and schedule for delivery, but that it shall not be unreasonable for VGLNG to withhold its acceptance of any such request if Seller’s utilization of one or more manufacturing facilities other than one of the Manufacturing Facilities for the manufacture of the relevant Liquefaction Train System could reasonably be expected to have a material adverse impact on the cost (including any modifications to the foreign exchange adjustments set forth in Exhibit E and adjustments for commodity prices and labor costs set forth in Exhibit D based upon location(s) of the relevant manufacturing facilities and corresponding changes in labor and commodities indices), quality or schedule for delivery of such Liquefaction Train System (as compared to Seller’s utilization of one of the Manufacturing Facilities for the manufacture of such Liquefaction Train System in accordance with the terms of this Agreement). If VGLNG rejects BH’s request in writing or otherwise has not accepted BH’s request (including if VGLNG fails to respond in writing to BH’s request) within such sixty (60) day period, then (w) in the event that VGLNG has not accepted BH’s request, VGLNG shall be deemed to have rejected BH’s request, (x) neither BH nor any other applicable Seller shall have an obligation to reserve manufacturing capacity for such Liquefaction Train System, (y) VGLNG, and its subsidiaries and affiliates shall no longer be obligated to utilize BH for the manufacturing of such Liquefaction Train System and (z) Section 2.3(a)(v) and Section 2.3(a)(vi) shall no longer be applicable with respect to such Liquefaction Train System.
xiii. BH shall, with respect to each Expansion LTS Purchase Order, be permitted to, at any time during the period commencing twelve (12) months prior to the Expansion LTS Order End Date relating to such Expansion LTS Purchase Order and ending six (6) months prior to such Expansion LTS Order End Date, notify VGLNG in writing that a limited notice material and adverse change in market conditions, including any changes in Liquefaction Train System design and/or scope necessary to proceed pursuant meet design codes and/or standards in a location that is outside of the United States of America, applicable to Appendix A attached to Exhibit A such Expansion LTS Purchase Order, including a material increase in material, labor and subcontractor costs that is not otherwise recoverable under the terms of this Agreement or such Expansion LTS Purchase Order, has occurred and as a direct result thereof Seller’s performance under such Expansion LTS Purchase Order has been rendered commercially impracticable, such notice to include a reasonably detailed description of the changes in market conditions and the basis for BH’s determination of such commercial impracticability. VGLNG shall, within sixty (“60) days of its receipt of BH’s notice, consider for acceptance BH’s request, such acceptance not to be unreasonably withheld or delayed. The Parties or their applicable affiliates shall promptly meet and discuss in good faith such changes in market conditions and consider equitable adjustments to the relevant Expansion LTS LNTP”Purchase Order that are necessary to restore the Parties’ or their applicable affiliates’ relative economic positions. If within ninety (90) days following VGLNG’s receipt of BH’s notice, VGLNG and Seller have not agreed upon mutually acceptable equitable adjustments to the relevant Expansion LTS Purchase Order that are necessary to restore their relative economic positions, then (w) VGLNG shall be deemed to have rejected BH’s request, (x) neither BH nor the applicable Seller shall have an obligation to reserve manufacturing capacity for such Liquefaction Train System, (y) VGLNG, and its subsidiaries and affiliates shall no longer be obligated to utilize BH for the manufacturing of such Liquefaction Train System and (z) Section 2.3(a)(v) and Section 2.3(a)(vi) shall no longer be applicable with respect to such Liquefaction Train System.
xiv. Each of BH and VGLNG acknowledges and agrees that a Purchaser shall be entitled to purchase a Liquefaction Train System pursuant to an LTS Purchase Order for installation in the United States of America or in a jurisdiction outside of the United States of America. In the event of any Liquefaction Train System to be installed in a jurisdiction outside of the United States of America, BH shall notify VGLNG of the Seller that will be issued authorizing the scope of services included in supply such LTS LNTP Liquefaction Train System, and such Seller will become a party to this Agreement with respect to the applicable LTS Purchase Order for pursuant to a mutually agreeable accession agreement. Notwithstanding anything to the contrary set forth in this Agreement (a) VGLNG shall notify BH of its intention to purchase a Liquefaction Train System no later than [***] prior pursuant to the issuance of the full notice to proceed authorizing the applicable Seller to proceed with the full scope of work under such LTS Purchase Order (“LTS FNTP”). If the LTS LNTP is issued less than [***] prior to the issuance of the LTS FNTP under a LTS Purchase Order, the delivery schedule for such LTS Purchase Order shall be extended day for day for each day the LTS LNTP was issued less than [***] prior to the issuance of the LTS FNTP. VGLNG and BH acknowledge and agree that the amounts payable with respect to the services performed under the LTS LNTP for a LTS Purchase Order, not including any amount that may be due in connection with a termination of the LTS Purchase Order, shall be payable in accordance with the payment schedule set forth in Appendix B to Exhibit A of this Agreement and shall not exceed [***] of the Contract Price. The scope of the applicable Seller’s services under the LTS LNTP is described in Appendix C that is included in Exhibit A, which is attached hereto and incorporated by reference herein.
ii. VGLNG and BH acknowledge that the Liquefaction Trains will be delivered when completed on a specific schedule that requires continuous and regular deliveries. While initial delivery dates may vary and are ultimately subject to the terms of the applicable LTS Purchase Order, the applicable Seller will deliver the Liquefaction Trains under such LTS Purchase Order as follows: (i) the first two (2) Liquefaction Trains under such LTS Purchase Order within [***] following the LTS FNTP date of such LTS Purchase Order; (ii) each subsequent set of two (2) Liquefaction Trains under such LTS Purchase Order will be delivered between [***] and [***] after the delivery date of the preceding set of two (2) Liquefaction Trains until the total quantity of Liquefaction Trains under such LTS Purchase Order is complete. The delivery schedule under each LTS Purchase Order shall ensure that at least [***] exist between the delivery date of the last two (2) Liquefaction Trains of an LTS Purchase Order and the delivery date for installation outside of the first two (2) Liquefaction Trains United States of the subsequent LTS Purchase Order; provided however in the event that delivery dates under an LTS Purchase Order, as scheduled pursuant to the immediately preceding sentence, overlap with or occur America at any time prior to the date that is [***] after twelve (12) months prior to such LTS Order End Date, and (b) the Purchaser and Seller shall cooperate with each other and discuss amendments and/or updates to the Liquefaction Train System Scope of Supply and configuration, the delivery date terms and schedule, the LTS Purchase Price, the LTS Transportation Costs and the form of LTS Purchase Order that may be necessary and appropriate to reflect the specific site conditions, legal requirements, design codes and standards, natural gas composition or other identifiable and measurable factors adversely affecting the performance of the last Liquefaction Train System in the relevant non-U.S. jurisdiction. If the Purchaser and Seller have not agreed upon a mutually acceptable Purchase Order for the Liquefaction Train System Scope of Supply, the delivery terms and schedule, the LTS Purchase Price, the LTS Transportation Costs and the form of LTS Purchase Order pursuant to the immediately preceding sentence by the relevant LTS Order End Date, then, without affecting BH’s other obligations under this Agreement: (x) neither BH nor any other applicable Seller shall have an obligation to reserve or caused to be reserved manufacturing capacity for such Liquefaction Train System; (y) VGLNG and its subsidiaries and affiliates shall no longer be obligated to utilize BH or any other Seller for the manufacturing of such Liquefaction Train System; and (z) Section 2.3(a)(v) and Section 2.3(a)(vi) shall no longer be applicable with respect to such Liquefaction Train System.
xv. If VGLNG, through its subsidiaries, decides to construct a Project comprised of thirty-six (36) Liquefaction Trains in respect of which a single Purchaser will enter two (2) LTS Purchase Orders, then each of the two (2) LTS Purchase Orders may be for a reconfigured Liquefaction Train System comprised of (i) eighteen (18) or more Liquefaction Trains, in respect of the first LTS Purchase Order for such Project, and (ii) the remaining number of Liquefaction Trains under in respect of the preceding second LTS Purchase Order, the Parties shall negotiate Order for such Project. In such event references to a “Liquefaction Train System” in good faith the delivery dates under such subsequent LTS Purchase Order.
iii. As applicable under an LTS Purchase Order, if Seller identifies specific supply chain constraints to any Major Component clauses (as such term is defined in Section 3.2), e-houses and/or module steel structures in such LTS Purchase Order, Seller shall have the right to demonstrate those concerns to Buyer no later than thirty ii) through (30xi) days prior to expected date of issuance of such LTS Purchase Order, and Buyer and Seller shall reasonably negotiate in good faith the scope, schedule and amount to be paid under the LTS LNTP under such LTS Purchase Order.
iv. With respect to each LTS Purchase Order, BH and the applicable Purchaser shall negotiate in good faith adjustments to the structure and timing of payment of, without modification to the aggregate amount of, any bonus for early delivery described in clause 6.7 of Appendix A attached to Exhibit A of this AgreementSection 1.1(a) shall be treated as a reference to such reconfigured Liquefaction Train System.
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Liquefaction Train Systems. i. The delivery schedule purchase price for each Liquefaction Train System (the “LTS Purchase Price”) shall be equal to the sum of: (1) [***]; and (2) [***].
ii. The applicable Seller shall deliver each Liquefaction Train DDP the marine offloading facility(ies) adjacent to the Project site as designated by Purchaser to Seller for the items to be delivered by barge (Incoterms 2010) and DDP the Project site for the items to be delivered by truck (Incoterms 2010), as specified in the relevant LTS Purchase Order (each, a “Delivery Point”). The items will be supplied to the relevant jurisdiction in which they will be installed, cleared through customs and duty-paid for use in that jurisdiction. The LTS Purchase Price shall not include any Liquefaction Trains assumes that a limited notice Train System duties and tariffs paid by the applicable Seller to proceed pursuant to Appendix A attached to Exhibit A of this Agreement deliver each Liquefaction Train in accordance with the preceding sentence (“LTS LNTPDuties”) will be issued authorizing ), and physical transportation costs, exclusive of insurance costs and taxes associated with physical transportation costs other than LTS Duties, for each such Liquefaction Train (“LTS Transportation Costs”). Purchaser shall reimburse the scope applicable Seller pursuant to the LTS Purchase Order requirements for all reasonable, documented out-of-pocket LTS Duties and LTS Transportation Costs incurred by the applicable Seller, plus a fixed fee of services included [***], for the applicable Seller’s management of the Liquefaction Train deliveries (divided proportionally based upon delivery of each Liquefaction Train and payable by Purchaser monthly). LTS Transportation Costs, inclusive of the fixed fee, shall, subject to the following two sentences, not exceed [***] in the aggregate; provided that the applicable Seller has made commercially reasonable efforts to obtain competitive transportation pricing terms and to minimize transportation costs. When the amount of LTS Transportation Costs forecast by Seller reaches [***] of the not to exceed amount of LTS Transportation Costs amount set forth above and Seller reasonably estimates that the aggregate Transportation Costs may exceed such not to exceed amount of LTS LNTP with respect Transportation Costs, Seller shall notify the applicable Purchaser and provide an estimate of the remaining LTS Transportation Costs anticipated to complete the Liquefaction Train System deliveries under the applicable LTS Purchase Order for Order. Purchaser will reasonably consider an adjustment to the not to exceed LTS Transportation Costs; provided that any such increase in the LTS Transportation Costs shall be mutually agreed in a Liquefaction Train System no later than change order to such LTS Purchase Order. At least [***] prior to the issuance delivery of the full notice to proceed authorizing the applicable Seller to proceed with the full scope of work under such LTS Purchase Order (“LTS FNTP”). If the LTS LNTP is issued less than [***] prior to the issuance of the LTS FNTP first Liquefaction Train under a LTS Purchase Order, the applicable Seller shall provide to Purchaser for Purchaser’s review and approval a plan for the delivery schedule of the Liquefaction Trains, in accordance with the delivery schedule, including the identity of the transportation vendors and the estimated LTS Transportation Costs for such LTS Purchase Order, such approval not to be unreasonably withheld, conditioned or delayed.
iii. The LTS Purchase Price for each LTS Purchase Order shall be extended day for day for each day firm and not subject to any adjustments, other than increases or decreases in the LTS LNTP was issued less than Purchase Price resulting from (i) [***] prior to the issuance of the LTS FNTP. VGLNG and BH acknowledge and agree that the amounts payable ], (ii) [***], (iii) with respect to the services performed under the component (1) of such LTS LNTP Purchase Price for a each LTS Purchase Order, not including any by an additional amount that may be due based upon changes in connection with a termination of the LTS Purchase Order, shall be payable labor and commodities indices in accordance with the payment schedule set forth in Appendix B to Exhibit A of this Agreement and shall not exceed [***] of the Contract Price. The scope of the applicable Seller’s services under the LTS LNTP is described in Appendix C that is included in Exhibit AD, which is attached hereto and incorporated by reference herein.
ii. VGLNG , (iv) a foreign exchange adjustment to component (1) of such LTS Purchase Price in accordance with Exhibit E, which is attached hereto and BH acknowledge that incorporated by reference herein, and (v) in the Liquefaction Trains will be delivered when completed on a specific schedule that requires continuous and regular deliveries. While initial delivery dates may vary and are ultimately subject to the terms case of the applicable any Expansion LTS Purchase Order, the applicable Seller will deliver the Liquefaction Trains under such LTS Purchase Order as follows: any adjustments contemplated in Section 1.1(a)(ix), and (iv) the first two (2) Liquefaction Trains under such LTS Purchase Order within [***] following the LTS FNTP date of such LTS Purchase Order; (ii) each subsequent set of two (2) Liquefaction Trains under such LTS Purchase Order will be delivered between [***] and [***] after the delivery date of the preceding set of two (2) Liquefaction Trains until the total quantity of Liquefaction Trains under such LTS Purchase Order is complete. The delivery schedule under each LTS Purchase Order shall ensure that at least [***] exist between the delivery date of the last two (2) Liquefaction Trains of an LTS Purchase Order and the delivery date of the first two (2) Liquefaction Trains of the subsequent LTS Purchase Order; provided however in the event that delivery dates under an LTS Purchase Order, as scheduled pursuant to the immediately preceding sentence, overlap with or occur prior to the date that is [***] after the delivery date of the last two (2) Liquefaction Trains under the preceding LTS Purchase Order, the Parties shall negotiate in good faith the delivery dates under such subsequent LTS Purchase Order.
iii. As applicable under an LTS Purchase Order, if Seller identifies specific supply chain constraints to any Major Component (as such term is defined in Section 3.2), e-houses and/or module steel structures in such LTS Purchase Order, Seller shall have the right to demonstrate those concerns to Buyer no later than thirty (30) days prior to expected date of issuance execution of such LTS Purchase Order, any adjustment pursuant to the terms and Buyer and Seller shall reasonably negotiate in good faith the scope, schedule and amount to be paid under the LTS LNTP under conditions of such LTS Purchase Order.
iv. With respect The obligation for holding the price and delivery schedule for the Liquefaction Train Systems in accordance with this Agreement is subject to each and contingent, (i) for the fourth Liquefaction Train System, on a Purchaser executing the Fourth LTS Purchase Order, and (ii) for each subsequent Liquefaction Train System, on Purchaser executing each of the LTS Purchase Orders after the Fourth LTS Purchase Order that relate to a Liquefaction Train System that precedes such subsequent Liquefaction Train System, in each case, within the timeframes detailed in Section 1.1(a).
v. Subject to Section 1.1(a)(ix), in exchange for BH performing all of its obligations under this Agreement and provided that no BH event of default has occurred and is continuing under this Agreement, if VGLNG, through its subsidiaries, commences construction of a Project that is intended to produce an amount of liquefied natural gas for off-take from such Project that has the design capacity of the Liquefaction Train System described in Appendix C to the LTS Purchase Order: (i) such Project shall utilize a Liquefaction Train System manufactured by BH, its affiliates or BH’s designee and VGLNG shall not, directly or through a subsidiary, affiliate, or other entity, utilize a Liquefaction Train System manufactured by an entity other than BH, its affiliates or BH’s designee for such Project, and (ii) if the project is in the United States of America, VGLNG shall cause such Project owner to specify such Liquefaction Train System manufactured by BH or its designee as part of the Federal Energy Regulatory Commission (“FERC”) filings for such Project. Upon receiving a written request by BH, VGLNG shall make available to BH, to the extent permissible to do so, copies of the FERC filings for any such Project evidencing inclusion of the Liquefaction Train System manufactured by BH as part of the FERC filings for such Project.
vi. In exchange for BH performing all of its obligations under this Agreement and provided that no BH event of default has occurred and is continuing under this Agreement, if VGLNG, through its subsidiaries, decides to construct a Project that is intended to produce an amount of liquefied natural gas for off-take from such Project that is less or more than [***] MTPA and that does not have the design capacity of the Liquefaction Train System described in Appendix C to the LTS Purchase Order, then the LTS Purchase Price will be adjusted as follows:
A. If the reconfigured Liquefaction Train System will be comprised of between [***] each (each such block, a “LTS Block”), then the purchase price for the reconfigured Liquefaction Train System under the applicable LTS Purchase Order will be equal to [***];
B. If the reconfigured Liquefaction Train System will be comprised of between [***], then the purchase price for the reconfigured Liquefaction Train System under the applicable LTS Purchase Order will be equal to [***]; and
C. If the reconfigured Liquefaction Train System will be comprised of [***], then the purchase price for the reconfigured Liquefaction Train System under the applicable LTS Purchase Order will be equal to [***]. In such a circumstance, (1) [***], and (2) if the project is in the United State of America, VGLNG shall cause such Project owner to specify [***]. Upon receiving a written request by BH, VGLNG shall make available to BH, to the extent permissible to do so, copies of the FERC filings for any such Project evidencing inclusion of the Liquefaction Train System manufactured by BH or its affiliate as part of the FERC filings for such Project.
vii. BH represents and warrants to VGLNG that Appendix C to the LTS Purchase Order (the “Liquefaction Train System Scope of Supply”) includes all of the necessary obligations that are required to be performed by the applicable Seller in order for each of the Liquefaction Train Systems to operate in accordance with the requirements of the LTS Purchase Order and satisfy the design codes, standards and the performance guarantees set forth in the LTS Purchase Order. Notwithstanding Section 2.3(a)(ii), BH and VGLNG acknowledge and agree that the Liquefaction Train System Scope of Supply describes the items for the Liquefaction Train System being provided in general, but not in complete detail. BH and VGLNG agree that any specific items not set forth in the Liquefaction Train System Scope of Supply, or any details or clarifications thereto, that are required in order to satisfy the requirements of the LTS Purchase Order or to satisfy the design codes, standards and the performance guarantees set forth therein, in each case, will not be considered changes to the Liquefaction Train System Scope of Supply, unless they are explicitly excluded from the Liquefaction Train System Scope of Supply, are changes to the basis of design directed by Xxxxxxxxx or changes pursuant to the change order process of the LTS Purchase Order and [***]. The Parties acknowledge and agree that the Liquefaction Train System Scope of Supply contains certain single-line diagrams, pipe and instrumentation diagrams and other diagrams and drawings that will change as a Seller completes its engineering of the Liquefaction Train System and that any change to such diagrams and drawings, which are not the result of changes to the basis of design directed by Purchaser or changes made pursuant to the change order process of the LTS Purchase Order, will not be changes that will entitle either the applicable Purchaser shall negotiate or the applicable Seller to an increase in good faith adjustments to the structure and timing LTS Purchase Price or an extension of payment of, without modification to the aggregate amount of, any bonus delivery schedule for early delivery described in clause 6.7 of Appendix A attached to Exhibit A of this Agreementthe Liquefaction Train System under the LTS Purchase Order.
Appears in 1 contract
Liquefaction Train Systems. i. The delivery schedule purchase price for each Liquefaction Train System (the “LTS Purchase Price”) shall be equal to the sum of: (1) [***]; and (2) [***].
ii. The applicable Seller shall deliver each Liquefaction Train DDP the marine offloading facility(ies) adjacent to the Project site as designated by Purchaser to Seller for the items to be delivered by barge (Incoterms 2010) and DDP the Project site for the items to be delivered by truck (Incoterms 2010), as specified in the relevant LTS Purchase Order (each, a “Delivery Point”). The items will be supplied to the relevant jurisdiction in which they will be installed, cleared through customs and duty-paid for use in that jurisdiction. The LTS Purchase Price shall not include any Liquefaction Trains assumes that a limited notice Train System duties and tariffs paid by the applicable Seller to proceed pursuant to Appendix A attached to Exhibit A of this Agreement deliver each Liquefaction Train in accordance with the preceding sentence (“LTS LNTPDuties”) will be issued authorizing ), and physical transportation costs, exclusive of insurance costs and taxes associated with physical transportation costs other than LTS Duties, for each such Liquefaction Train (“LTS Transportation Costs”). Purchaser shall reimburse the scope applicable Seller pursuant to the LTS Purchase Order requirements for all reasonable, documented out-of-pocket LTS Duties and LTS Transportation Costs incurred by the applicable Seller, plus a fixed fee of services included [***], for the applicable Seller’s management of the Liquefaction Train deliveries (divided proportionally based upon delivery of each Liquefaction Train and payable by Purchaser monthly). LTS Transportation Costs, inclusive of the fixed fee, shall, subject to the following two sentences, not exceed [***] in the aggregate; provided that the applicable Seller has made commercially reasonable efforts to obtain competitive transportation pricing terms and to minimize transportation costs. When the amount of LTS Transportation Costs forecast by Seller reaches [***] of the not to exceed amount of LTS Transportation Costs amount set forth above and Seller reasonably estimates that the aggregate Transportation Costs may exceed such not to exceed amount of LTS LNTP with respect Transportation Costs, Seller shall notify the applicable Purchaser and provide an estimate of the remaining LTS Transportation Costs anticipated to complete the Liquefaction Train System deliveries under the applicable LTS Purchase Order for Order. Purchaser will reasonably consider an adjustment to the not to exceed LTS Transportation Costs; provided that any such increase in the LTS Transportation Costs shall be mutually agreed in a Liquefaction Train System no later than change order to such LTS Purchase Order. At least [***] prior to the issuance delivery of the full notice to proceed authorizing the applicable Seller to proceed with the full scope of work under such LTS Purchase Order (“LTS FNTP”). If the LTS LNTP is issued less than [***] prior to the issuance of the LTS FNTP first Liquefaction Train under a LTS Purchase Order, the applicable Seller shall provide to Purchaser for Purchaser’s review and approval a plan for the delivery schedule of the Liquefaction Trains, in accordance with the delivery schedule, including the identity of the transportation vendors and the estimated LTS Transportation Costs for such LTS Purchase Order, such approval not to be unreasonably withheld, conditioned or delayed.
iii. The LTS Purchase Price for each LTS Purchase Order shall be extended day for day for each day firm and not subject to any adjustments, other than increases or decreases in the LTS LNTP was issued less than Purchase Price resulting from (i) [***] prior to the issuance of the LTS FNTP. VGLNG and BH acknowledge and agree that the amounts payable ], (ii) [***], (iii) with respect to the services performed under the component (1) of such LTS LNTP Purchase Price for a each LTS Purchase Order, not including any by an additional amount that may be due based upon changes in connection with a termination of the LTS Purchase Order, shall be payable labor and commodities indices in accordance with the payment schedule set forth in Appendix B to Exhibit A of this Agreement and shall not exceed [***] of the Contract Price. The scope of the applicable Seller’s services under the LTS LNTP is described in Appendix C that is included in Exhibit AD, which is attached hereto and incorporated by reference herein.
ii. VGLNG , (iv) a foreign exchange adjustment to component (1) of such LTS Purchase Price in accordance with Exhibit E, which is attached hereto and BH acknowledge that incorporated by reference herein, and (v) in the Liquefaction Trains will be delivered when completed on a specific schedule that requires continuous and regular deliveries. While initial delivery dates may vary and are ultimately subject to the terms case of the applicable any Expansion LTS Purchase Order, the applicable Seller will deliver the Liquefaction Trains under such LTS Purchase Order as follows: any adjustments contemplated in Section 1.1(a)(ix), and (iv) the first two (2) Liquefaction Trains under such LTS Purchase Order within [***] following the LTS FNTP date of such LTS Purchase Order; (ii) each subsequent set of two (2) Liquefaction Trains under such LTS Purchase Order will be delivered between [***] and [***] after the delivery date of the preceding set of two (2) Liquefaction Trains until the total quantity of Liquefaction Trains under such LTS Purchase Order is complete. The delivery schedule under each LTS Purchase Order shall ensure that at least [***] exist between the delivery date of the last two (2) Liquefaction Trains of an LTS Purchase Order and the delivery date of the first two (2) Liquefaction Trains of the subsequent LTS Purchase Order; provided however in the event that delivery dates under an LTS Purchase Order, as scheduled pursuant to the immediately preceding sentence, overlap with or occur prior to the date that is [***] after the delivery date of the last two (2) Liquefaction Trains under the preceding LTS Purchase Order, the Parties shall negotiate in good faith the delivery dates under such subsequent LTS Purchase Order.
iii. As applicable under an LTS Purchase Order, if Seller identifies specific supply chain constraints to any Major Component (as such term is defined in Section 3.2), e-houses and/or module steel structures in such LTS Purchase Order, Seller shall have the right to demonstrate those concerns to Buyer no later than thirty (30) days prior to expected date of issuance execution of such LTS Purchase Order, any adjustment pursuant to the terms and Buyer and Seller shall reasonably negotiate in good faith the scope, schedule and amount to be paid under the LTS LNTP under conditions of such LTS Purchase Order.
iv. With respect The obligation for holding the price and delivery schedule for the Liquefaction Train Systems in accordance with this Agreement is subject to each and contingent, (i) for the fourth Liquefaction Train System, on a Purchaser executing the Fourth LTS Purchase Order, and (ii) for each subsequent Liquefaction Train System, on Purchaser executing each of the LTS Purchase Orders after the Fourth LTS Purchase Order that relate to a Liquefaction Train System that precedes such subsequent Liquefaction Train System, in each case, within the timeframes detailed in Section 1.1(a).
v. Subject to Section 1.1(a)(ix), in exchange for BH performing all of its obligations under this Agreement and provided that no BH event of default has occurred and is continuing under this Agreement, if VGLNG, through its subsidiaries, commences construction of a Project that is intended to produce an amount of liquefied natural gas for off-take from such Project that has the design capacity of the Liquefaction Train System described in Appendix C to the LTS Purchase Order: (i) such Project shall utilize a Liquefaction Train System manufactured by BH, its affiliates or BH’s designee and VGLNG shall not, directly or through a subsidiary, affiliate, or other entity, utilize a Liquefaction Train System manufactured by an entity other than BH, its affiliates or BH’s designee for such Project, and (ii) if the project is in the United States of America, VGLNG shall cause such Project owner to specify such Liquefaction Train System manufactured by BH or its designee as part of the Federal Energy Regulatory Commission (“FERC”) filings for such Project. Upon receiving a written request by BH, VGLNG shall make available to BH, to the extent permissible to do so, copies of the FERC filings for any such Project evidencing inclusion of the Liquefaction Train System manufactured by BH as part of the FERC filings for such Project.
vi. In exchange for BH performing all of its obligations under this Agreement and provided that no BH event of default has occurred and is continuing under this Agreement, if VGLNG, through its subsidiaries, decides to construct a Project that is intended to produce an amount of liquefied natural gas for off-take from such Project that is less or more than [***] MTPA and that does not have the design capacity of the Liquefaction Train System described in Appendix C to the LTS Purchase Order, then the LTS Purchase Price will be adjusted as follows:
A. If the reconfigured Liquefaction Train System will be comprised of between [***] each (each such block, a “LTS Block”), then the purchase price for the reconfigured Liquefaction Train System under the applicable Purchaser LTS Purchase Order will be equal to [***];
B. If the reconfigured Liquefaction Train System will be comprised of between [***], then the purchase price for the reconfigured Liquefaction Train System under the applicable LTS Purchase Order will be equal to [***]; and
C. If the reconfigured Liquefaction Train System will be comprised of [***], then the purchase price for the reconfigured Liquefaction Train System under the applicable LTS Purchase Order will be equal to [***]. In such a circumstance, (1) [***], and (2) if the project is in the United State of America, VGLNG shall negotiate in good faith adjustments cause such Project owner to specify [***]. Upon receiving a written request by BH, VGLNG shall make available to BH, to the structure extent permissible to do so, copies of the FERC filings for any such Project evidencing inclusion of the Liquefaction Train System manufactured by BH or its affiliate as part of the FERC filings for such Project.
vii. BH represents and timing of payment of, without modification warrants to VGLNG that Appendix C to the aggregate amount of, any bonus for early delivery described in clause 6.7 of Appendix A attached to Exhibit A of this Agreement.LTS Purchase Order (the “
Appears in 1 contract
Samples: Fourth Amended and Restated Letter of Agreement (Venture Global, Inc.)
Liquefaction Train Systems. i. The delivery schedule purchase price for each Liquefaction Train System (the “LTS Purchase Price”) shall be equal to the sum of: (1) [***]; and (2) [***].
ii. The applicable Seller shall deliver each Liquefaction Train DDP the marine offloading facility(ies) adjacent to the Project site as designated by Purchaser to Seller for the items to be delivered by barge (Incoterms 2010) and DDP the Project site for the items to be delivered by truck (Incoterms 2010), as specified in the relevant LTS Purchase Order (each, a “Delivery Point”). The items will be supplied to the relevant jurisdiction in which they will be installed, cleared through customs and duty-paid for use in that jurisdiction. The LTS Purchase Price shall not include any Liquefaction Trains assumes that a limited notice Train System duties and tariffs paid by the applicable Seller to proceed pursuant to Appendix A attached to Exhibit A of this Agreement deliver each Liquefaction Train in accordance with the preceding sentence (“LTS LNTPDuties”) will be issued authorizing ), and physical transportation costs, exclusive of insurance costs and taxes associated with physical transportation costs other than LTS Duties, for each such Liquefaction Train (“LTS Transportation Costs”). Purchaser shall reimburse the scope applicable Seller pursuant to the LTS Purchase Order requirements for all reasonable, documented out-of-pocket LTS Duties and LTS Transportation Costs incurred by the applicable Seller, plus a fixed fee of services included [***], for the applicable Seller’s management of the Liquefaction Train deliveries (divided proportionally based upon delivery of each Liquefaction Train and payable by Purchaser monthly). LTS Transportation Costs, inclusive of the fixed fee, shall, subject to the following two sentences, not exceed [***] in the aggregate; provided that the applicable Seller has made commercially reasonable efforts to obtain competitive transportation pricing terms and to minimize transportation costs. When the amount of LTS Transportation Costs forecast by Seller reaches [***] of the not to exceed amount of LTS Transportation Costs amount set forth above and Seller reasonably estimates that the aggregate Transportation Costs may exceed such not to exceed amount of LTS LNTP with respect Transportation Costs, Seller shall notify the applicable Purchaser and provide an estimate of the remaining LTS Transportation Costs anticipated to complete the Liquefaction Train System deliveries under the applicable LTS Purchase Order for Order. Purchaser will reasonably consider an adjustment to the not to exceed LTS Transportation Costs; provided that any such increase in the LTS Transportation Costs shall be mutually agreed in a Liquefaction Train System no later than change order to such LTS Purchase Order. At least [***] prior to the issuance delivery of the full notice to proceed authorizing the applicable Seller to proceed with the full scope of work under such LTS Purchase Order (“LTS FNTP”). If the LTS LNTP is issued less than [***] prior to the issuance of the LTS FNTP first Liquefaction Train under a LTS Purchase Order, the applicable Seller shall provide to Purchaser for Purchaser’s review and approval a plan for the delivery schedule of the Liquefaction Trains, in accordance with the delivery schedule, including the identity of the transportation vendors and the estimated LTS Transportation Costs for such LTS Purchase Order, such approval not to be unreasonably withheld, conditioned or delayed.
iii. The LTS Purchase Price for each LTS Purchase Order shall be extended day for day for each day firm and not subject to any adjustments, other than increases or decreases in the LTS LNTP was issued less than Purchase Price resulting from (i) [***] prior to the issuance of the LTS FNTP. VGLNG and BH acknowledge and agree that the amounts payable ], (ii) [***], (iii) with respect to the services performed under the component (1) of such LTS LNTP Purchase Price for a each LTS Purchase Order, not including any by an additional amount that may be due based upon changes in connection with a termination of the LTS Purchase Order, shall be payable labor and commodities indices in accordance with the payment schedule set forth in Appendix B to Exhibit A of this Agreement and shall not exceed [***] of the Contract Price. The scope of the applicable Seller’s services under the LTS LNTP is described in Appendix C that is included in Exhibit AD, which is attached hereto and incorporated by reference herein.
ii. VGLNG , (iv) a foreign exchange adjustment to component (1) of such LTS Purchase Price in accordance with Exhibit E, which is attached hereto and BH acknowledge that incorporated by reference herein, and (v) in the Liquefaction Trains will be delivered when completed on a specific schedule that requires continuous and regular deliveries. While initial delivery dates may vary and are ultimately subject to the terms case of the applicable any Expansion LTS Purchase Order, the applicable Seller will deliver the Liquefaction Trains under such LTS Purchase Order as follows: any adjustments contemplated in Section 1.1(a)(ix), and (iv) the first two (2) Liquefaction Trains under such LTS Purchase Order within [***] following the LTS FNTP date of such LTS Purchase Order; (ii) each subsequent set of two (2) Liquefaction Trains under such LTS Purchase Order will be delivered between [***] and [***] after the delivery date of the preceding set of two (2) Liquefaction Trains until the total quantity of Liquefaction Trains under such LTS Purchase Order is complete. The delivery schedule under each LTS Purchase Order shall ensure that at least [***] exist between the delivery date of the last two (2) Liquefaction Trains of an LTS Purchase Order and the delivery date of the first two (2) Liquefaction Trains of the subsequent LTS Purchase Order; provided however in the event that delivery dates under an LTS Purchase Order, as scheduled pursuant to the immediately preceding sentence, overlap with or occur prior to the date that is [***] after the delivery date of the last two (2) Liquefaction Trains under the preceding LTS Purchase Order, the Parties shall negotiate in good faith the delivery dates under such subsequent LTS Purchase Order.
iii. As applicable under an LTS Purchase Order, if Seller identifies specific supply chain constraints to any Major Component (as such term is defined in Section 3.2), e-houses and/or module steel structures in such LTS Purchase Order, Seller shall have the right to demonstrate those concerns to Buyer no later than thirty (30) days prior to expected date of issuance execution of such LTS Purchase Order, any adjustment pursuant to the terms and Buyer and Seller shall reasonably negotiate in good faith the scope, schedule and amount to be paid under the LTS LNTP under conditions of such LTS Purchase Order.
iv. With respect to each LTS Purchase Order, BH and the applicable Purchaser shall negotiate in good faith adjustments to the structure and timing of payment of, without modification to the aggregate amount of, any bonus for early delivery described in clause 6.7 of Appendix A attached to Exhibit A of this Agreement.
Appears in 1 contract
