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1 OBJECTIVE<br />

VENTECH ENGINEERS, LLC.<br />

PROCEDURES<br />

PROCUREMENT<br />

4.6-2<br />

Effective Date: Jan 6. 2011<br />

Revision: 2<br />

Approval: Kyle Ray<br />

The objective of this procedure is to define the policies, practices and procedures of<br />

<strong>Procurement</strong>.<br />

2 SCOPE<br />

This procedure applies to <strong>Ventech</strong>'s normal procurement activities pertaining to the<br />

supply of equipment, materials, and subcontract labor for projects.<br />

The procurement activities shall include<br />

3 AUTHORITY<br />

Development of Vendor List<br />

Vendor Contact and Correspondence<br />

Confidentiality Agreements<br />

Inquiry Preparation and Issuance<br />

Bid Submittal and Analysis<br />

Purchase Order Preparation and Issuance<br />

Vendor Acknowledgments<br />

Subcontract Agreements<br />

Nonconformance Resolution<br />

Vendor Price Modifications<br />

Blanket Orders<br />

Invoice Approvals<br />

Maintaining <strong>Procurement</strong> Files<br />

It is the responsibility of the Manager of <strong>Procurement</strong> to implement and maintain this<br />

procedure.<br />

4 REFERENCES<br />

Procedure 4.6-4: Vendor Inspection / Quality Control<br />

Procedure 4.6-1: Requisition Development<br />

5 PROCEDURE<br />

5.1 GENERAL<br />

5.1.1 <strong>Ventech</strong>'s standard forms will be used for all procurement and material<br />

receipt activities, except as otherwise requested by the client.<br />

5.1.2 <strong>Procurement</strong> has the responsibility to develop and execute the sourcing,<br />

evaluating, placement, and administration of all purchases necessary for<br />

the successful completion of the project.


5.2 PROCUREMENT DUTIES<br />

Normal <strong>Procurement</strong> duties for the project will include the following:<br />

5.2.1 Development of a project specific Vendor List.<br />

5.2.2 Issuance of inquiries and expediting for prompt submittal of proposals<br />

from bidders.<br />

5.2.3 Commercial evaluation of quotations and lead in recommendation of<br />

vendor.<br />

5.2.4 Issuance of Purchase Orders and Purchase Order Revisions.<br />

5.2.5 Administration and control of Purchase Orders from issuance through<br />

completion.<br />

5.3 DEVELOPMENT OF VENDOR LIST<br />

<strong>Procurement</strong> maintains an active master list of vendors who have been carefully<br />

screened and evaluated. Fabricating shops are reviewed in terms of the type of<br />

equipment supplied, financial condition, quality control and delivery performance.<br />

The vendor list is subject to review as required with considerations given to shop<br />

capacity, current and projected shop loads and product or management changes.<br />

Vendors may be deleted from the list with the main reasons being poor<br />

performance (quality or delivery) or financial problems.<br />

For each project a group of approved vendors is selected for all major equipment<br />

categories which historically offer the best competitive quotations consistent with<br />

the project's particular process and mechanical requirements, and the<br />

geographic location. This list is developed in conjunction with Project<br />

Management, engineering disciplines, and client (if required), and may be<br />

amended during the course of the project due to changes in or clarifications of<br />

equipment, economic changes, vendor performance and shop load. (With client<br />

approval if required.)<br />

Potential vendors may be selected through a variety of sources.<br />

5.4 VENDOR CONTACT AND CORRESPONDENCE<br />

All written correspondence with vendors shall be by letter or fax through<br />

<strong>Procurement</strong> which will route copies to all concerned parties. In cases where a<br />

technical telecon is required, which affects price or delivery, the engineer shall<br />

have the intent of the conversation confirmed by the vendor by letter or telefax<br />

through <strong>Procurement</strong> so all concerned parties can be kept up-to-date.<br />

Communications between the engineering department and the vendor which may<br />

impact the price or delivery of a given package shall be documented to<br />

<strong>Procurement</strong>.<br />

5.5 CONFIDENTIALITY AGREEMENTS<br />

The Project Manager will designate all items requiring secrecy agreements and<br />

advise the <strong>Procurement</strong> Manager of these requirements. <strong>Procurement</strong> will<br />

arrange for advance development of the appropriate agreements so as not to<br />

delay the bid/award process.<br />

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5.6 INQUIRY PREPARATION AND ISSUANCE<br />

5.6.1 REQUEST FOR QUOTATION (RFQ) (See Form 4.6-2.1). The<br />

prime document for issuance of an inquiry (See Form 4.6-1.4) is the<br />

engineering "Requisition" (See Procedure 4.6-1). This package is<br />

initiated by the engineer responsible for the equipment to be purchased<br />

and must be approved by the Project Manager before <strong>Procurement</strong> can<br />

take action.<br />

5.6.2 INQUIRY NUMBERS: The inquiry number, which matches the<br />

requisition number, consists of the project number, the major class and a<br />

three digit numeric code issued sequentially within the major class. See<br />

Procedure 4.6-1 for more information.<br />

Example:<br />

Project Number Major Class Sequential Number<br />

4410-02 33 001<br />

Revisions to the inquiry will be indicated by a suffix to the inquiry number of an A,<br />

B, C, D etc.<br />

5.6.3 INQUIRY ACTIVITY REPORT: The Inquiry Activity Report<br />

(See Form 4.6-2.8) is to be maintained for every project or estimate in<br />

which procurement participates and is issued periodically. It is arranged<br />

in chronological order, by inquiry, as packages are issued for bid. The<br />

report shall indicate all outstanding inquiries, the dates they are due,<br />

date the proposal was received and a brief explanation in the event a<br />

vendor chooses not to bid. The report will also indicate when the<br />

commercial bid analysis was issued, the Purchase Order number and<br />

successful vendor's name.<br />

5.7 BID SUBMITTAL ANALYSIS<br />

5.7.1 RECEIPT OF PROPOSALS: Distribution will be made by <strong>Procurement</strong><br />

in accordance with the Document Distribution Matrix issued for each<br />

project. Unless otherwise instructed, bids will be held until all are<br />

received. Once bids are received the Buyer will develop a "Preliminary"<br />

Bid Tab and distribute it along with copies of all bids.<br />

5.7.2 PROPOSAL REVIEW: After the preliminary Bid Tab/Bids are distributed<br />

they are reviewed by the engineering department for technical content.<br />

5.7.3 BID COMPARISON: The complete bid tabulation (Form 4.6-2.2)<br />

consisting of a commercial summary page with approval signatures and<br />

a technical back up tab (provided by the requisitioning engineer) is the<br />

responsibility of the Buyer.<br />

5.7.4 RECOMMENDATIONS AND APPROVAL: This procedure defines the<br />

responsibility and authority to prepare, recommend and approve bid<br />

tabulations. The technical bid tab shall be prepared and signed by the<br />

responsible requisitioning engineer and forwarded to the Project<br />

Manager. The Buyer shall complete the commercial bid tab which will<br />

include:<br />

• Price Review (include comparison with budget)<br />

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• Delivery Schedule<br />

• Compliance with Terms and Conditions<br />

• Freight and Payment Terms<br />

• Resolution of any exceptions.<br />

Upon completion of the commercial and technical bid tabulation, a<br />

recommendation is made by the Project Manager who signs and<br />

forwards to the Vice President of Projects for approval and signature.<br />

The fully approved bid tabulation is returned to the Buyer and is filed in<br />

the Purchase Order file. A copy of the fully approved bid tabulation is<br />

distributed per the Document Distribution Matrix.<br />

5.7.5 PRICE CHANGES: Changes which occur during the period between Bid<br />

Tab approval and Purchase Order issuance which revise the Bid Tab<br />

price must be treated as a Purchase Order Revision and processed<br />

accordingly.<br />

5.7.6 AUTHORIZATION<br />

AUTHORIZATION TO MAKE PROCUREMENT COMMITMENTS<br />

Level of<br />

Sign Approve Authorization<br />

Vice President<br />

of Projects<br />

X X Up to $10,000.00<br />

President and<br />

Vice President<br />

Of Products<br />

X (Both) X (Both) Over $10,000.00<br />

5.8 PURCHASE ORDER PREPARATION AND ISSUANCE<br />

5.8.1 AUTHORIZATION TO PURCHASE: The procedure for the authorization<br />

to issue and commit a Purchase Order is as follows:<br />

The authorization to commit a Purchase Order is given to the Buyer by<br />

way of a Requisition indicating for "Purchase", signed by the Project<br />

Manager or designee. The completed copy of the bid comparison and<br />

all necessary signatures must be in the Buyer's possession before a<br />

formal Purchase Order can be issued.<br />

The formal Purchase Order is then developed (See Form 4.6-2.5),<br />

signed by the Buyer and forwarded for approval in accordance with<br />

Section 5.7.6.<br />

5.8.2 PURCHASE ORDER AWARD: Purchase Order award to the vendor will<br />

be made promptly upon receipt of the Requisition for purchase, and<br />

include the Vendor Data Requirement Sheet (Form 4.6-2.4), applicable<br />

drawings and specifications and corporate approval as noted in Section<br />

5.7.6. Verbal awards are not acceptable. Fax awards may be used if<br />

the Purchase order has received all internal approvals. Following award,<br />

internal distribution will take place in accordance with the Document<br />

Distribution Matrix.<br />

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5.8.3 PURCHASE ORDER NUMBERS: The Purchase Order number consists<br />

of the project number followed by a three digit, sequential number for the<br />

project.<br />

EXAMPLE<br />

Project Number Sequential Number<br />

4410 001<br />

5.8.4 PURCHASE ORDER LOG: A Purchase Order Log (See Form 4.6-2.9)<br />

is maintained and issued every two weeks. The Purchase Order Log is<br />

issued to assign Purchase Order numbers in sequential order, and to<br />

record authorized expenditures committed to the project. The register<br />

also contains the vendor name, date of Purchase Order award items<br />

purchased, the date vendor acknowledgment was received and<br />

subsequent revision to Purchase Orders as issued. The assigned Buyer<br />

is responsible for maintaining and issuing this document.<br />

5.9 VENDOR ACKNOWLEDGMENTS<br />

The Vendor Acknowledgment (Form 4.6-2.5) copy of the Purchase Order or<br />

revision duly signed by the vendor is a valuable legal document and the prompt<br />

return of it by the vendor, preferably within ten days after the date of issue, is the<br />

responsibility of Expediting. The Buyer is responsible for reviewing this<br />

acceptance copy for any exceptions.<br />

5.10 SUBCONTRACTS<br />

Subcontract Agreements for the supply of services for subcontracted labor,<br />

equipment and materials shall be executed in accordance with <strong>Procurement</strong><br />

activities outlined in 4.6-2; Section 5.1 through Section 5.9.<br />

5.10.1 TYPES OF SUBCONTRACTS<br />

Lump Sum Subcontract Agreement (See Form DWI-PUR-004.1)<br />

Minimum guidelines for Lump Sum Subcontract quotations shall be<br />

complete engineering, drawings and specification; a firm schedule of<br />

specific activities; and explicit as to the exact scope of work required and<br />

known responsibilities.<br />

Cost Plus Subcontract Agreement (See Form DWI-PUR-004.2)<br />

Minimum guidelines for Cost Plus Subcontract quotations shall be<br />

specific as to the classification of each craft skill; all labor charges<br />

broken out by base rate, fringes, markups for profit, overhead, markup<br />

for subcontractor owned equipment, markup for third party owned<br />

equipment, rates for all equipment shown as “fueld” and “non-fueled”.<br />

5.10.2 SUBCONTRACT PREPARATION<br />

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The Subcontract Agreement shall be a clear representation of the<br />

services and circumstances under which those services are to be<br />

provided. It shall be in as much detail as possible and will, by<br />

“Attachment”, list all subcontract documents and each and every item<br />

necessary for the performance of services.<br />

5.10.3 SUBCONTRACT ISSUANCE<br />

The <strong>Procurement</strong> Department shall prepare one (1) original Subcontract<br />

Agreement for approval signatures (See 4.6-2; 5.7.6 Authorization). The<br />

Subcontract Agreement shall be presented to the Subcontractor for<br />

acceptance and Subcontractor’s original signature shall be returned to<br />

the <strong>Procurement</strong> Department.<br />

A copy of the full approved Subcontract shall be distributed in accordance<br />

with the Document Distribution Matrix issued for each project.<br />

5.11 NONCONFORMANCE RESOLUTION<br />

All nonconformance notifications shall be forwarded by the Statistical Quality<br />

Control Inspector to the Project Expediter, who will, in turn, present the details of<br />

the nonconformity to the project team for resolution (refer 4.6-4). Once a decision<br />

has been reached, the response will be channeled back to the Expediter for<br />

immediate transmission to the vendor. The Buyer will, if necessary, confirm with<br />

the vendor any resulting price and/or delivery adjustments and subsequently issue<br />

a revision to the Purchase Order upon receipt of a completed and approved<br />

requisition.<br />

5.12 VENDOR PRICE MODIFICATIONS<br />

5.12.1 TRANSMITTAL LETTERS: Revised drawings or specifications are<br />

formally issued to the vendor, by the Buyer, to obtain pricing and delivery<br />

impact as applicable.<br />

5.12.2 VENDOR PRICE CHANGES: Upon receipt of vendor price changes,<br />

copies are distributed to the engineer/Project Manager for review and<br />

approval. A duplicate copy shall be retained by the Buyer to insure<br />

follow-up action.<br />

5.12.3 PURCHASE ORDER REVISIONS: Upon receipt of the Project<br />

Manager's approval, via a completed Requisition, the Buyer shall issue a<br />

Change Order (Form 4.6-2.6) to the Purchase Order incorporating the<br />

necessary price or scope changes.<br />

5.13 BLANKET ORDERS<br />

The procedure for approving and signing Purchase Change Orders<br />

remains the same as for original Purchase Orders.<br />

5.13.1 PIPING MATERIAL - RANDOM PIPE, FITTINGS, AND FLANGES:<br />

Under normal circumstances pipe, valves, fittings, and flanges will be<br />

purchased from a Bill of Material as outlined in an Inquiry Requisition.<br />

Bills of Material are prepared by Engineering and sent to <strong>Procurement</strong><br />

where they are processed through the normal bid procedures, vendor<br />

selection, and order placement.<br />

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<strong>Procurement</strong> will attempt to obtain from the selected vendor a firm pricing<br />

agreement to be applicable to future releases for a specified time period.<br />

If a firm pricing agreement cannot be obtained, subsequent materials<br />

may be sent out for competitive quotations.<br />

In some cases, however, economic conditions may dictate<br />

obtaining quotations from manufacturers or distributors of valves, fittings,<br />

and flanges on a list and discount basis.<br />

This is advisable when requirements cannot be determined at an early<br />

date and price increases are anticipated.<br />

List and Discount Basis<br />

Estimated Bills of Material for shop fab pipe and structural steel are<br />

developed by Engineering and issued for the purpose of establishing<br />

blanket orders. The quantities listed are an estimate of project<br />

requirements based on preliminary information then available. The Buyer<br />

issues an Inquiry to manufacturers or distributors requiring them to<br />

submit their quotation on the basis of published list prices less applicable<br />

discounts with firm prices for the duration of the project.<br />

5.14 INVOICE APPROVALS<br />

It is the responsibility of the Buyer or the Expeditor to approve all vendor invoices.<br />

Invoices are attached to a completed Invoice Routing Sheet (Form 4.6-2.7) and<br />

then forwarded to the Project Manager for review and approval. Once approved<br />

the invoices are forwarded to Accounting for payment.<br />

6 DOCUMENTATION<br />

DOCUMENT LOCATION<br />

Request For Quotation <strong>Procurement</strong> File<br />

General Terms and Conditions<br />

Inquiry Activity Report<br />

Bid Tabulation<br />

Purchase Order<br />

Vendor Data Requirement Sheet<br />

Purchase Order Log<br />

Vendor Acknowledgment<br />

Purchase Order Change Order<br />

Invoice Routing Sheet<br />

Subcontract Agreements<br />

REVISION: DATE REVISED:<br />

DESCRIPTION OF REVISION:<br />

7 of 20


VENTECH VENTECH ENGINEERS, ENGINEERS, INC. INC.<br />

FORM # 4.6-2.1 (Page 1 of 4)<br />

1149 ELLSWORTH P.O. BOX 4261 PASADENA, TX 77502 (713) 477-0201 FAX: (713) 477-0180<br />

TO:<br />

REQUEST FOR QUOTATION<br />

INQUIRY NO. : 4410-06-13-002-A<br />

DATE :4/7/98<br />

BIDS DUE BY : 13-Apr-98<br />

DESTINATION :Pasadena, Texas<br />

WE INVITE YOU TO SUBMIT A QUOTATION FOR THE COMPLETION OF FOUR (4) REACTORS IN ACCORDANCE WITH<br />

VENTECH ENGINEERS, INC., REQUISITION NUMBER 4410-06-13-002, REVISION A, DATED APRIL 7, 1998, ATTACHED.<br />

1. Immediately upon receipt of this Inquiry, please confirm your intention to quote and specify the name of the<br />

individual who will be assigned to prepare the quotation. In addition, please provide Fax and Telephone Number.<br />

This information may be FAXED to <strong>Ventech</strong> Engineers, Inc., Attention: DEBBIE FARLEY, Fax Number<br />

(713) 477-0180.<br />

2. Please submit an original and two (2) copies of your quotation to the attention of the undersigned.<br />

3. Your quotation and all related correspondence MUST be identified with the subject Inquiry Number and be in<br />

<strong>Ventech</strong> Engineers, Inc., office on or before APRIL 13, 1998. <strong>Ventech</strong> Engineers, Inc., RESERVES THE<br />

RIGHT TO REJECT ANY QUOTATION RECEIVED AFTER THIS DATE.<br />

4. Please submit your Quotation as unit pricing.<br />

NOTICE TO BIDDERS<br />

1. PLEASE ADVISE PROMPTLY IF UNABLE TO QUOTE. 4. "GENERAL TERMS AND CONDITIONS" AS OUTLINED ON THE REVERSE<br />

2. SUBMIT ALL INFORMATION AS REQUESTED FOR PROPER SIDE OF THIS PAGE WILL APPLY TO ANY PURCHASE ORDER ISSUED<br />

CONSIDERATION OF YOUR<br />

BID.<br />

ON THE BASIS OF THIS REQUEST FOR<br />

QUOTATION.<br />

3. ALL PRICES AND CONDITIONS MUST BE SHOWN. 5. ITEMIZE ALL UNIT PRICES, DISCOUNTS, TERMS, CHARGES, DUTIES,<br />

SALES OR USE TAXES, FREIGHT, UNIT WEIGHT AND TOTAL WEIGHT.<br />

PLEASE SUBMIT YOUR PROPOSAL TO :<br />

BUYER<br />

Debbie S. Farley<br />

8 of 20


(1) COMPLETE AGREEMENT<br />

FORM # 4.6-2.1 (Page 2 of 4)<br />

GENERAL TERMS AND CONDITIONS<br />

COMPLETE AGREEMENT - This purchase order, (Purchase Order) including these terms and conditions, the specifications, drawings, special instructions and any additional data, and conditions incorporated<br />

into and attached hereto constitutes the sale and entire agreement between the parties hereto. No other terms or conditions shall be binding upon Buyer unless accepted in writing.<br />

(2) CHANGES<br />

CHANGES - The Buyer reserves the right at any time to make changes in any one or more of the following (a) Specifications, drawings, and data incorporated in this Purchase Order where the items to be<br />

furnished are to be specially manufactured for the Buyer; (b) Methods of shipment or packing; (c) Place of delivery; and (d) Time of delivery; provided however that no such change materially effects the Seller's<br />

delivery<br />

ability to perform. If any such change causes an increase or decrease in the cost of or the time required for performance of the order, an equitable adjustment shall be made in the Purchase price or<br />

schedule, or both. Any claim by Seller for adjustment under this clause shall be deemed waived unless asserted in writing within ten (10) days from receipt by Seller of the change. No agreement o<br />

understanding to modify this Purchase Order shall be binding upon the Buyer unless in writing and signed by Buyer's authorized agent.<br />

(3) ACCEPTANCE OF ORDER<br />

ACCEPTANCE OF ORDER - The parties shall be bound by this Purchase Order and its terms and conditions when Seller (a) executes and returns the acknowledgement copy of this order, or (b) delivers to<br />

Buyer any of the items ordered, or (c) renders for Buyer any of the services ordered herein. No contract shall exist except as hereinabove provided.<br />

ivil<br />

or military authority, fires, strikes, floods, epidemics, war or riot. Buyer shall be notified immediately in the event of any such delay and if the effects cannot be offset by reasonable efforts of Seller, the date<br />

of delivery shall be extended for the period equal to the time actually lost by reason of the delay. Buyer may at anytime request assurance that Seller will complete its performance on time. If Sell er fails to<br />

(4) DELAYS<br />

DELAYS - Time is of the essence. However, Seller shall not be liable for delays in delivery or failure to manufacture or delivery due to causes beyond its reasonable control, such as acts of God, acts of c<br />

give Buyer assurance of performance when reasonable grounds for insecurity arise, then Buyer reserves the right without liability, in addition to its other rights and remedies, to cancel this Purchase Order by<br />

notice effective when received in writing by Seller, as to stated items not yet shipped or services not yet rendered, and to purchase substitute items or services elsewhere without liability, and Seller shall be<br />

liable for the difference between the cost of such items or services and the price set forth in this order for the goods involved.<br />

(5) INSPECTION<br />

INSPECTION - If this Purchase Order specifically requires Buyer's inspection, Seller shall give Buyer ten (10) days written notice prior to start of fabrication and ten (10) days written notice prior to readiness<br />

for final inspection. Buyer's failure to inspect shall not be cause for Seller delaying start of fabrication or shipment. Any such inspection and/or failure on the part of Buyer's Inspectors to disc over or reject<br />

defective work, equipment or materials furnished by Seller or work, equipment or materials not in accordance with this Purchase Order shall not be construed to imply an acceptance by Buyer of such work,<br />

equipment or material.<br />

NON-WAIVER - Failure of Buyer to insist upon strict performance of any of the terms and conditions hereof, or failure or delay to exercise any rights or remedies provided herein or by law or to properly notify<br />

Seller in the event of breach, or the acceptance of or payment for any goods hereunder, or approval or design, shall not release Seller of any of its rights or remedies as to any such goods, regardless when<br />

(6) NON-WAIVER<br />

shipped, received or accepted, or as to any prior or subsequent default hereunder, or shall any purported oral modification or rescission of this Purchase Order by Buyer operate as a waiver of any of the terms<br />

hereof.<br />

(7) WARRANTY<br />

WARRANTY - Seller expressly warrants that all items covered by this Purchase Order will conform to the drawings, specifications or samples (if any) or other description furnished or adopted by Buyer, and<br />

will be fit and sufficient for the purpose intended, merchantable, and free from defects in material, workmanship and title. This warranty shall inure to and be enforceable by the Buyer and its succe ssors in<br />

interest for a period of eighteen months from date of delivery or one year from the date of acceptance of the goods by Buyer's successor in interest, whichever period is shorter. This warranty shall<br />

limit any other warranty expressed herein or provided by law.<br />

PATENTS - Seller undertakes and agrees to defend at Seller's own expense all suits, actions, or proceeding in which Buyer of Buyer's successor<br />

(8) PATENTS<br />

- Seller undertakes and agrees to defend at Seller's own expense all suits, actions, or proceeding in which Buyer of Buyer's successor<br />

in interest is made a defendant for actual or alleged infringement of any U.S. or foreign letters patent resulting from the use or sale of the items<br />

purchased hereunder (excepting infringement necessarily resulting from adherence to specifications or drawings submitted to Seller by Buyer)<br />

and Seller further agrees to pay and discharge any and all judgments or decrees which may be rendered in any such suit, action or proceedings<br />

against such defendant therein.<br />

(9) TAXES<br />

TAXES - The total price of the Purchase Order shall include sales and other taxes imposed by law upon, or on account of the manufacture, sale or delivery of the material or equipment ordered herein, unless<br />

otherwise agreed.<br />

(10) FREIGHT<br />

"Actual Cost" only.<br />

FREIGHT - To be agreed upon by both parties at the time an order is placed. If an exact amount cannot be settled upon then the material shall be shipped "Prepaid and Added." All freight shall be billed at<br />

(11) PRICES AND PAYMENT<br />

PRICES AND PAYMENT - Prices herein stated are firm and not subject to escalation unless otherwise expressly stated and shall include all charges for packing and loading. Payment will be made in accordance<br />

with the applicable provisions of this Purchase Order or within thirty (30) days after delivery to Buyer and inspection as provided herein if not otherwise specified. However, the time for payment of invoices,<br />

or for accepting any discounts offered, shall not begin until the date correct invoices are furnished to Buyer.<br />

(12) COMPLIANCE - Seller warrants that all goods sold and services furnished hereunder shall have been produced, sold, delivered and furnished in strict compliance with all applicable laws, regulations, labor<br />

agreements and working conditions. Seller shall execute and deliver such documents as may be required to effect or to evidence compliance. All laws and regulations required to be incorporated in agr eements<br />

of this character are hereby incorporated herein by this reference.<br />

(13) OWNERSHIP AND CONFIDENTIAL INFORMATION<br />

OWNERSHIP AND CONFIDENTIAL INFORMATION - All drawings, specifications, plans, data, or other written material furnished by Buyer to Seller, and all copies thereof, shall remain the property of Buyer,<br />

and all such material and copies shall be returned to Buyer on demand. The information disclosed in such drawings, specifications, plans, data or other written material shall not be disclosed to third parties<br />

or used by Seller other than the connection with this order without Buyer's prior written consent, except to the extent that such information is in the public domain or was in Seller's prior possessio n without<br />

obligation of secrecy.<br />

(14) TERMINATION<br />

TERMINATION - Buyer shall have the right at any time and for any reason to terminate this Purchase Order, in whole or in part, by giving written or telegraphic notice to Seller. Upon receipt of such notice,<br />

Seller shall, unless the notice directs otherwise, immediately discontinue the work and the placing of orders for materials, facilities and supplies and shall make every reasonable effort to procure cancellation<br />

of all such existing orders or contracts upon terms satisfactory to Buyer. Seller shall thereafter do only such work as may be necessary to preserve and protect work already in progress. In case of such<br />

termination, it is agreed that Seller shall be entitled to compensation for the work already performed and not otherwise salable in the ordinary course of Seller's business, including material for whi ch firm contracts<br />

have been made. The foregoing shall be the sole remedy available to Seller in the event of termination by Buyer. The Buyer's right to terminate as provided herein shall not be construed as affecting in any<br />

way the rights, duties, or obligations of the parties, should Buyer cancel this Purchase Order upon Seller's breach or default.<br />

(15) ASSIGNMENT<br />

hereunder to Buyer.<br />

ASSIGNMENT - Seller shall not assign this order or delegate any of its duties hereunder without Buyer's prior written consent. No assignment or delegation by Seller shall relieve Seller of its obligations<br />

(16) BACKCHARGES<br />

BACKCHARGES - Should the material or equipment furnished under this Purchase Order require modifications to correct deficiencies in manufacture, fabrication or warranty conditions, the Seller will be advised<br />

in a timely manner. Seller shall correct such deficiencies in a timely manner, and if Seller doe not take appropriate action to correct any deficiency for which Seller is responsible within a reasona ble time after<br />

Buyer's notification thereof, Buyer may take such corrective action itself or by contract with others. All costs incurred in connection with the correction of such deficiencies, either before or after delivery, shal<br />

be borne by Seller and Seller shall reimburse Buyer for all costs so incurred.<br />

INDEMNITY - The Seller agrees to indemnify and save the Buyer harmless against all liabilities, claims or demands for injuries or damages to any<br />

(17) INDEMNITY<br />

- The Seller agrees to indemnify and save the Buyer harmless against all liabilities, claims or demands for injuries or damages to any<br />

person or property arising out of Seller's acts or omissions in the performance of this order including any liabilities, claims, or demands which<br />

are the result of buyer’s sole, comparative and/or contributing negligence or gross negligence.<br />

(18) GOVERNING LAW<br />

GOVERNING LAW - The parties agree that the laws of the State of Texas shall govern the validity and interpretation of this contract and the rights of the parties hereunder. The parties agree that venue for<br />

any action arising out of this contract shall be in Harris County, Texas. The parties further agree that they submit to the jurisdiction of any state or federal court located in Harris County, Texas.<br />

9 of 20<br />

in no way


VENTECH VENTECH ENGINEERS, ENGINEERS, INC. INC.<br />

SPECIAL INSTRUCTIONS TO BIDDERS:<br />

A. TECHNICAL REQUIREMENTS:<br />

FORM # 4.6-2.1 (Page 3 of 4)<br />

REQUEST FOR QUOTATION<br />

INQUIRY NO. : 4410-06-13-002-A<br />

DATE :4/7/98<br />

*Confirm that your quotation complies with all <strong>Ventech</strong> Engineers, Inc., specifications or list specific exceptions taken.<br />

Delivery is of the utmost importance to the successful completion of this Project; therefore, your quoted delivery must be<br />

obtainable.<br />

*Vendor must identify manufacturer of all items and components.<br />

*Confirm your compliance with General Tagging and Marking Instructions.<br />

*This order is subject to inspection by <strong>Ventech</strong> Engineers, Inc. The Inspector designated by the Buyer shall have free<br />

entry, at all times while work is being performed, to all parts of Manufacturer's premises which involves the manufacture,<br />

inspection or testing of the material ordered. The Manufacturer shall afford the Inspector, free of cost, all necessary and<br />

reasonable use of facilities, including inspection and testing equipment, instruments, supplies, and technicians, in<br />

determining that the material is being furnished in accordance with specifications. All test and inspection by said Inspector<br />

shall be made at place of manufacture as not to interfere unnecessarily with the operation of Manufacturer's Plant.<br />

All materials, parts, and equipment purchased by the Manufacturer from sub-vendors or subcontractors shall be subject to<br />

these Inspection Requirements.<br />

The Manufacturer shall notify all sub-vendors / suppliers / subcontractors of these requirements.<br />

This Inspection shall not relieve the Manufacturer of complying with any and all expressed or implied specifications or of<br />

Manufacturer's guarantee that the material shall perform satisfactorily under conditions of reasonable service.<br />

Buyer's Inspector representative may withhold shipment of any material or equipment that does not conform to the<br />

Purchase Order and / or technical requirements.<br />

B. COMMERCIAL REQUIREMENTS:<br />

(1) Quote must state price as requested.<br />

(2) All prices must be firm for duration of Contract and not subject to escalation.<br />

(3) State validity of proposal for acceptance (90 day minimum).<br />

(4) State terms of payment.<br />

(5) Provide transportation cost to Pasadena, Texas as a separate line item. If F.O.B. point is other than project site,<br />

transportation fees will be prepay and add at actual cost. (Vendor will furnish paid freight bill as proof of cost).<br />

(6) <strong>Ventech</strong> Engineers, Inc., reserves the right to accept other than the lowest quotation and to accept or reject any<br />

quotation in whole or in part, or to reject all quotations without notice or reasons.<br />

(7) Any commercial questions that you have in reference to this Inquiry should be addressed to the attention of the<br />

undersigned.<br />

(8) Failure to follow the above guidelines in submitting quotations may invalidate your proposal.<br />

10 of 20


VENTECH VENTECH ENGINEERS, ENGINEERS, INC. INC.<br />

FORM # 4.6-2.1 (Page 4 of 4)<br />

1149 ELLSWORTH P.O. BOX 4261 PASADENA, TX 77502 (713) 477-0201 FAX: (713) 477-0180<br />

REQUEST FOR QUOTATION<br />

INQUIRY NO. : 4410-06-13-002-A<br />

DATE :4/7/98<br />

QUOTATIONS SHALL BE IN ACCORDANCE WITH THE FOLLOWING ATTACHMENTS:<br />

A. Requisition<br />

B. Special Instructions<br />

C. Exhibit "A" - Scope of Work<br />

D. Exhibit "B" - Terms and Conditions<br />

E. Exhibit "C" - Construction Safety Rules & Policies Manual<br />

F. Exhibit "D" - Insurance Requirements<br />

11 of 20


FORM # 4.6-2.2<br />

12 of 20


FORM # 4.6-2.3 (Page 1 of 3)<br />

TO : SHIP TO:<br />

PH:<br />

FAX:<br />

ATTN :<br />

SHIPPING DATE F.O.B SHIP VIA TERMS<br />

ITEM NO. QUANTITY<br />

COMMODITY CODE:<br />

QUANTITY DESCRIPTION<br />

COST CODE: 4422-02-XXXXXX $<br />

INSTRUCTIONS:<br />

1. PURCHASE ORDER NUMBER MUST APPEAR ON ALL INVOICES,<br />

PACKAGES, PACKING SLIPS AND CORRESPONDENCE.<br />

2. SEE GENERAL TERMS AND CONDITIONS ON THE REVERSE SIDE HEREOF.<br />

3. SIGN AND RETURN ACKNOWLEDGMENT COPY WITHIN 10 DAYS AFTER<br />

RECEIPT OF ORDER<br />

4. ALL CORRESPONDENCE CONCERNING THIS ORDER SHOULD BE<br />

DIRECTED TO THE ATTENTION OF THE DESIGNATED BUYER.<br />

DESCRIPTION UNIT PRICE<br />

13 of 20<br />

UNIT PRICE TOTAL<br />

TOTAL<br />

TOTAL P.O. VALUE: $0.00<br />

BY: ARTHUR PENNY<br />

VICE PRESIDENT OF MANUFACTURING<br />

BUYER: D. S. FARLEY


DRAWINGS:<br />

FORM # 4.6-2.3 (Page 2 of 3)<br />

ALL DRAWINGS AND VENDOR DATA AS LISTED ON THE VENDOR DATA REQUIREMENTS SHEET SHALL BE SUBMITTED<br />

TO:<br />

INVOICES:<br />

VENTECH ENGINEERS, INC.<br />

1149 ELLSWORTH DRIVE<br />

PASADENA, TEXAS 77506<br />

ATTENTION: VENDOR DATA DEPARTMENT<br />

INVOICES INVOICES TO TO BE BE BILLED BILLED AND AND MAILED MAILED TO: TO:<br />

SHIPPING:<br />

VENTECH VENTECH ENGINEERS, ENGINEERS, INC. INC.<br />

P. P. O. O. BOX BOX 4261 4261<br />

PASADENA, PASADENA, TEXAS TEXAS 77502 77502<br />

ATTENTION: ATTENTION: ACCOUNTS ACCOUNTS PAYABLE PAYABLE<br />

FOR SHIPPING INSTRUCTIONS CONTACT:<br />

VENTECH ENGINEERS, INC.<br />

FREIGHT:<br />

ATTENTION: DEBBIE FARLEY<br />

713/477-0201, EXT. 412<br />

SHALL BE PREPAID AND ADDED TO THE INVOICE WITH SUPPORTING DOCUMENTATION. ALL FREIGHT SHALL BE<br />

BILLED AT ACTUAL COST ONLY.<br />

NOTE:<br />

VENTECH ENGINEERS, INC., WILL NOT ACCEPT DELIVERIES ON FRIDAYS, SATURDAYS, OR SUNDAYS, NOR WILL<br />

FREIGHT COLLECT SHIPMENTS BE ACCEPTED WITHOUT PRIOR WRITTEN AGREEMENT.<br />

INSPECTION AND TESTING:<br />

THIS ORDER IS SUBJECT TO INSPECTION BY VENTECH ENGINEERS, INC. THE INSPECTOR DESIGNATED BY THE<br />

BUYER SHALL HAVE FREE ENTRY, AT ALL TIMES WHILE WORK IS BEING PERFORMED, TO ALL PARTS OF<br />

MANUFACTURER'S PREMISES WHICH INVOLVES THE MANUFACTURE, INSPECTION OR TESTING OF THE MATERIAL<br />

ORDERED. THE MANUFACTURER SHALL AFFORD THE INSPECTOR, FREE OF COST, ALL NECESSARY AND<br />

REASONABLE USE OF FACILITIES, INCLUDING INSPECTION AND TESTING EQUIPMENT, INSTRUMENTS, SUPPLIES,<br />

AND TECHNICIANS IN DETERMINING THAT THE MATERIAL IS BEING FURNISHED IN ACCORDANCE WITH<br />

SPECIFICATIONS. ALL TEST AND INSPECTION BY SAID INSPECTOR SHALL BE MADE AT PLACE OF MANUFACTURE<br />

PRIOR TO SHIPMENT, AND SHALL BE SO CONDUCTED AS NOT TO INTERFERE UNNECESSARILY WITH THE<br />

OPERATION OF MANUFACTURER'S PLANT.<br />

ALL MATERIALS, PARTS AND EQUIPMENT PURCHASED BY THE MANUFACTURER FROM SUB-VENDORS OR<br />

SUBCONTRACTORS SHALL BE SUBJECT TO THESE INSPECTION REQUIREMENTS.<br />

THE MANUFACTURER SHALL NOTIFY ALL SUB-VENDORS/SUPPLIERS AND SUBCONTRACTORS OF THESE<br />

REQUIREMENTS.<br />

14 of 20<br />

NOTE: DO NOT SEND ANY VENDOR DATA<br />

ATTACHED TO PIECES OF EQUIPMENT,<br />

INVOICES, OR PACKING LISTS.


INSPECTION AND TESTING: (CONTINUED)<br />

FORM # 4.6-2.3 (Page 3 of 3)<br />

THIS INSPECTION SHALL NOT RELIEVE THE MANUFACTURER OF COMPLYING WITH ANY AND ALL<br />

EXPRESSED OR IMPLIED SPECIFICATIONS OR OF MANUFACTURER'S GUARANTEE THAT THE<br />

MATERIAL SHALL PERFORM SATISFACTORILY UNDER CONDITIONS OF REASONABLE SERVICE.<br />

BUYER'S INSPECTOR REPRESENTATIVE MAY WITHHOLD SHIPMENT OF ANY MATERIAL OR<br />

EQUIPMENT THAT DOES NOT CONFORM TO THE PURCHASE ORDER AND/OR TECHNICAL<br />

REQUIREMENTS.<br />

MANUFACTURE PRIOR TO SHIPMENT, AND SHALL BE SO CONDUCTED AS NOT TO INTERFERE<br />

UNNECESSARILY WITH THE OPERATION OF MANUFACTURER'S PLANT.<br />

BUYER'S INSPECTOR REPRESENTATIVE MAY WITHHOLD SHIPMENT OF ANY MATERIAL OR<br />

EQUIPMENT THAT DOES NOT CONFORM TO THE PURCHASE ORDER AND/OR TECHNICAL<br />

REQUIREMENTS.<br />

SPECIAL NOTE:<br />

WAIVERS OF TECHNICAL REQUIREMENTS FOR DESIGN, MANUFACTURE, FABRICATION OR<br />

TESTING OF AN ITEM MUST BE APPROVED, IN WRITING, BY BUYER. (A WAIVER IS DEFINED AS AN<br />

"APPROVED" DEVIATION FROM THE REQUIREMENTS.) VERBAL AGREEMENTS DO NOT<br />

CONSTITUTE ACCEPTABLE<br />

DEVIATION FROM THE REQUIREMENTS OF THE PURCHASE ORDER OR REFERENCED<br />

DOCUMENTS.<br />

CERTIFICATIONS:<br />

INVOICES FOR ALL MATERIALS MUST HAVE IMPRINTED THEREON A CERTIFICATE SIMILAR TO<br />

THE FOLLOWING:<br />

"WE HEREBY CERTIFY THAT THESE GOODS WERE PRODUCED IN COMPLIANCE WITH ALL<br />

APPLICABLE REQUIREMENTS OF SECTIONS 6, 7 AND 12 OF THE FAIR LABOR STANDARDS ACT,<br />

AS AMENDED, AND OF REGULATIONS AND ORDER OF THE UNITED STATES DEPARTMENT OF<br />

LABOR ISSUED UNDER SECTION 14 THEREOF."<br />

EEO REQUIREMENTS:<br />

THE VENDOR WILL COMPLY WITH ALL PROVISIONS OF EXECUTIVE ORDER 11246 OF SEPTEMBER<br />

24, 1965, AND OF THE RULES, REGULATIONS AND RELEVANT ORDERS OF THE SECRETARY OF<br />

LABOR, AND SUCH MODIFICATIONS THERETO AS SHALL BE MADE FROM TIME TO TIME.<br />

15 of 20


FORM # 4.6-2.4<br />

16 of 20


FORM 4.6-2.5<br />

17 of 20


FORM # 4.6-2.6 (Page 1 of 2)<br />

18 of 20


SCHEDULE REVISIONS<br />

DRAWINGS:<br />

EQUIPMENT DELIVERY:<br />

FORM # 4.6-2.6 (Page 2 of 2)<br />

OTHER REQUIREMENTS OF THIS CHANGE<br />

19 of 20


CC: P.O. FILE<br />

DATE:<br />

PROJECT:<br />

VENDOR NAME:<br />

P.O. NUMBER:<br />

P.O. AMOUNT:<br />

INVOICE AMOUNT:<br />

INVOICE NUMBER:<br />

APPROVAL CHECK LIST<br />

FORM # 4.6-2.7<br />

INVOICE ROUTING SHEET<br />

Calculations / Drawings / Documentation complete?<br />

Equipment / Material delivery complete?<br />

Pricing in accordance with P.O. terms?<br />

Material Receipt attached?<br />

P. O. Acknowledgement received?<br />

Order is complete?<br />

EXIM Certificate?<br />

COST CODE<br />

APPROVALS / ROUTING<br />

Purchasing:<br />

Project Manager:<br />

Accounting (Last)<br />

Remarks:<br />

Remarks:<br />

TOTAL<br />

20 of 20<br />

YES<br />

DOLLARS<br />

NO<br />

Date<br />

Date<br />

invfrm

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