Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. SUPPLY CONTRACT between THE EUROPEAN JOINT UNDERTAKING FOR ITER AND THE DEVELOPMENT OF FUSION ENERGY and BRUKER EAS GmbH...

Exhibit 10.18

Confidential Materials omitted and filed separately with the

Securities and Exchange Commission. Asterisks denote omissions.

SUPPLY CONTRACT

between

THE EUROPEAN JOINT UNDERTAKING FOR ITER AND THE
DEVELOPMENT OF FUSION ENERGY

and

BRUKER EAS GmbH

(F4E-2008-OPE-005-02 (MS-MG))

CONTRACT NUMBER – F4E-2008-OPE-005-02 (MS-MG)

The European Joint Undertaking for ITER and the Development of Fusion Energy (hereinafter referred to as “Fusion for Energy”), represented for the purposes of the signature of this contract by ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Director.

of the one part,

and

Bruker EAS, GmbH

Registration number: HRB7581

VAT number: 035 229 56526

▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇

(hereinafter referred to as “the Contractor”), represented for the purposes of the signature of this contract by ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, General Manager and ▇▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, General Manager.

of the other part,

HAVING REGARD to Council Decision 2007/198/Euratom of 27 March 2007 establishing the European Joint Undertaking for ITER and the Development of Fusion Energy and conferring advantages upon it(1),

HAVING REGARD to the Agreement on the Establishment of the ITER International Fusion Energy Organisation for the Joint Implementation of the ITER Project(2),

HAVE AGREED

the Special Conditions and the General Conditions below and the following Annexes:

Annex I          Tender Specifications (Invitation to Tender No No F4E-2008-OPE-005-negotiated procedure), including:

·      Annex A (Management Specifications)

·      Annex B (Technical Specification)

·      ▇▇▇▇▇ ▇ (Declaration of the background intellectual property)

·      ▇▇▇▇▇ ▇ (Form for declaration of the foreground intellectual property)

(1) OJ L 90 of 30.3.2007, p.58

(2) OJ L 358 of 16.12.2006, p.62

2

Annex II         Contractor’s Tender reference BEAS-PM/Die-CG of 21st March 2009 - Original archived at Fusion for Energy’s premises

which form an integral part of this contract (hereinafter referred to as “the Contract”).

·      The terms set out in the Special Conditions shall take precedence over those in the other parts of the Contract.

·      The terms set out in the General Conditions shall take precedence over those in the Annexes.

·      The terms set out in the Tender Specifications (Annex I) shall take precedence over those in the Tender (Annex II).

Subject to the above, the several instruments forming part of this Contract are to be taken as mutually explanatory. Ambiguities or discrepancies within or between such parts shall be explained or rectified by a written instruction issued by the Fusion for Energy, subject to the rights of the Contractor under Article I.14 should he dispute any such instruction.

3

I – SPECIAL CONDITIONS

ARTICLE I.1 - SUBJECT

I.1.1        The subject of the Contract is the supply of 37.1 (thirty seven point one) tons of Chromium plated Nb3Sn strand used for the ITER TF Conductors.

I.1.2        The Contractor shall supply the goods in accordance with the Tender Specifications annexed to the Contract (Annex I).

ARTICLE I.2 - DURATION AND DELIVERY

I.2.1        The Contract shall enter into force on the date on which it is signed by the last contracting party.

I.2.2        Performance of the Contract may under no circumstances begin before the date on which the Contract enters into force.

I.2.3        The duration of the Contract will he 44 months from the date on which the Contracts enters into force.

I.2.4        Delivery of goods shall take place in accordance with the schedule referred to in Annex B. The Contractor shall notify Fusion for Energy of the exact date of delivery at least 14 days in advance together with the Release Note described in Annex A to be approved by Fusion for Energy before the shipment of goods. Deliveries may be made on any working day during normal working hours, at the place of delivery.

I.2.5        The goods shall be delivered DDP(3) at place(s) to be specified by Fusion for Energy in the course of this Contract but not later than 30 days before the delivery of the goods.

ARTICLE I.3 - CONTRACT PRICES

I.3.1        The total amount to be paid by Fusion for Energy under the Contract shall be EUR 24,486,000 (twenty four millions four hundred eighty six thousand Euros) covering the supply of all the goods and execution of related obligations in accordance with the conditions of this Contract.

I.3.2        Prices shall he fixed and not subject to revision

ARTICLE I.4 –PAYMENT PERIODS AND FORMALITIES

Payments under the Contract shall be made in accordance with Article II.5. Payments shall be executed only if the Contractor has fulfilled all his contractual obligations related to the relevant payment by the date on which the invoice is submitted.

(3) Incoterms 2000 of the International Chamber of Commerce.

4

I.4.1        Pre-financing:

Following signature of the Contract Fusion for Energy, within forty-five days of the latest of the following dates:

·      the receipt by Fusion for Energy of a request for pre-financing with a relevant invoice

·      the receipt by Fusion for Energy of a duly constituted financial guarantee equal to at least FUR 7,345,800 (seven million three hundred forty five thousand eight hundred Euros)

a pre-financing payment of EUR 7,345,800 (seven million three hundred forty five thousand eight hundred Euros) equal to 30% of the total amount referred to in Article I.3.1 shall be made.

I.4.2        Interim payment:

Requests for interim payment of:

if accompanied by:

5

·      Acceptance Data Package in accordance with the requirements laid down in Annex A and B

·      the relevant invoices

provided that the deliverables and related Acceptance Data Package have been accepted and approved by Fusion for Energy.

Fusion for Energy shall have sixty days from receipt to approve or reject the Acceptance Data Package and accept the deliverable by issuing an Acceptance Note, and the Contractor shall have twenty days in which to submit additional information or a new Acceptance Data Package.

Within forty-five days of the date on which the Acceptance Note is issued by Fusion for Energy, an interim payment corresponding to the relevant invoices shall be made.

I.4.3        Payment of the balance:

The request for payment of the balance of the Contractor shall be admissible:

·      after the delivery in accordance with this Contract and acceptance of all the deliverables and related Acceptance Data Packages

if accompanied by:

·      the Final Report in accordance with the requirements laid down in Annex A and B;

·      the relevant invoice

provided that all the contractual obligations were fulfilled by the Contractor and the Final Report was approved by Fusion for Energy a payment of EUR 2,448,600 (two million four hundred forty-eight thousand six hundred) equal to 10% of the total amount referred to in Article I.3.1 shall be made.

Fusion for Energy shall have sixty days from receipt to approve or reject the Final Report, and the Contractor shall have twenty days in which to submit additional information or a new Final Report.

Within forty-five days of the date on which the Final Report was approved by Fusion for Energy, payment of the balance corresponding to the relevant invoices shall be made.

I.4.4.       Performance guarantee:

Performances guarantee for an amount of EUR 2,448,600 (two million four hundred forty-eight thousand six hundred) corresponding to 10% of the total value of the Contract shall be issued by a bank, or an authorised financial institution, or the parent company in favour of Fusion for Energy. It shall be released after payment of the balance. It shall cover performance of the Contract in accordance with the terms set out in Annex I.

6

ARTICLE I.5 – BANK ACCOUNT

Payments shall be made to the Contractor’s bank account denominated in euro, identified as follows:

[**]

ARTICLE I.6 – PACKING, TRANSPORT, INSURANCE AND IMPORTATION

I.6.1        Packing, transport and transport insurance (including off-loading) shall be the responsibility of the Contractor and included in the Contract Price.

I.6.2        Unless otherwise expressly provided by the Contract all packing materials delivered by the Contractor shall be considered as non-returnable and their cost as having been included in the Contract Price.

I.6.3        The goods shall be packaged in strong boxes or crates or in any other way that ensures that the contents remain intact and prevents damage or deterioration.

I.6.4        Transport shall be made to the place of delivery specified in Article I.2.4 of the Contract. Fusion for Energy reserves the right to change the delivery address.

I.6.5        The Contractor shall complete or cause to be completed all forms and formalities involved in the transport, and if applicable export/import, of the goods. If required documents are missing and the goods thereby delayed all the resulting additional expenses, such as but not limited to demurrage and warehousing, shall be borne by the Contractor.

I.6.7        Should Fusion for Energy request the postponement of delivery of the whole or part of the goods, the Contractor shall provide free storage and maintenance under his own responsibility for a period of six months dating from the stipulated date of delivery. If the period exceeds six months, the Contractor’s obligation shall continue subject to an agreement concerning the reimbursement of actual costs incurred during the period in excess of the aforementioned six months. During such storage period the goods shall be at the Contractor’s risk. If the acceptance of the supply is granted by Fusion for Energy the postponement of the delivery will not delay the foreseen payment schedule. In accordance with article II.11.1 the ownership of the supplies remains with the Contractor until the delivery.

ARTICLE I.7 – ACCESS

I.7.1        Fusion for Energy and any body designated by Fusion for Energy shall have the right to check at the Contractor’s premises or at those of his sub-contractors the quality, the progress and status of the work forming the subject matter of the Contract as, to make any observations and suggestions which it may deem appropriate and to witness specified tests. Fusion for Energy shall notify in writing to the Contractor the names of the persons entitled or designated to execute the checks (“representatives of Fusion for Energy”).

7

I.7.2        The Contractor shall hold at the disposal of representatives of Fusion for Energy and make available to them such information and documents as are necessary to determine the progress and status of the work under the Contract. Fusion for Energy shall be entitled to a reasonable number of copies of such documents at any time.

I.7.3        The Contractor shall provide suitable office accommodation and facilities as may be required for the use of the representative(s) of Fusion for Energy for the purpose mentioned in this Condition and also all appliances, materials and labour required for inspection or test purposes.

I.7.4        Nothing under this Condition shall relieve the Contractor of any of his obligations under the Contract.

ARTICLE I.8 – REPORTING AND TESTS

I.8.1        Reports providing details about the progress of the performance of the Contract, Acceptance Data Packages and Final Report shall be produced and sent to Fusion for Energy in accordance with the requirements set out in Annex A and B.

I.8.2        The Contractor shall give Fusion for Energy at least two weeks notice in writing of any tests that are to be carried out in accordance with the Contract in the presence of representatives of Fusion for Energy.

I.8.3        The expense of visits of representatives of Fusion for Energy connected with such tests will be borne by Fusion for Energy. If one or more of the tests has to be repeated because of unsatisfactory results the Contractor shall pay the additional costs attributable to extended participation or for any extra visit(s).

I.8.4        If during the course of a test the representatives of Fusion for Energy present at the test wish to make minor modifications to the test procedures or programmes, i.e. modifications involving little extra work or expense, the Contractor shall not unreasonably withhold his consent.

I.8.5        Each test procedure shall be documented. One copy of the said document shall be delivered to Fusion for Energy after the tests.

ARTICLE I.9 - SAFETY

I.9.1        The design and manufacture of the goods shall be carried out in a manner which ensures that the goods complies with any current safety legislation and standards applicable at the place of manufacture.

I.9.2        The Contractor shall have the responsibility for ensuring compliance with the safety rules and the maintenance of good order.

ARTICLE I.10 – QUALITY MANAGEMENT

The Contractor shall comply during the performance of the Contract with the quality and management requirements laid down in Annex A.

8

ARTICLE I.11– OPTIONAL SUPPLY

Not applicable.

ARTICLE I.12 – DATA PROTECTION

Any personal data included in or relating to the Contract, including its execution, shall be processed pursuant to Regulation (EC) No 45/2001 on the protection of individuals with regard to the processing of personal data by the Community institutions and bodies and on the free movements of such data. It shall be processed solely for the purposes of the performance, management and follow-up of the Contract by Fusion for Energy, without prejudice to possible transmission to its internal audit services, to the European Court of Auditors, to the Financial Irregularities Panel and/or to the European Anti-Fraud Office (OLAF) for the purposes of safeguarding the financial interests of the Community. The Contractor shall have the right of access to his personal data and the right to rectify any such data that is inaccurate or incomplete. Should the Contractor have any queries concerning the processing of his personal data, he shall address them to the European Commission. The Contractor shall have right of recourse at any time to the European Data Protection Supervisor.

ARTICLE I.13 – GENERAL ADMINISTRATIVE PROVISIONS

Fusion for Energy appoints ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ as the technical responsible officer for this Contract.

The Contractor nominates ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ as Team Leader responsible for executing the work under this Contract and in charge of the Contractual and Technical matters.

Any communication relating to the Contract shall be made in writing and shall bear the Contract number. Ordinary mail shall be deemed to have been received by Fusion for Energy on the date on which it is registered by the department responsible indicated below. Communications shall be sent to the following addresses:

For Fusion for Energy:

For Fusion for Energy:

For technical issues: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇

For legal and financial issues: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇

Contract number F4E-2008-OPE-005-02 (MS-MG)

The European Joint Undertaking for the Development of ITER and Fusion Energy

(‘Fusion for Energy’)

c/▇▇▇▇▇ ▇▇▇ 2

▇▇▇▇▇▇ Diagonal Litoral

Building B3

08019 Barcelona

Spain

For the Contractor:

9

▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇

Managing Director

Bruker EAS GmbH

▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇

ARTICLE I.14 - APPLICABLE LAW AND SETTLEMENT OF DISPUTES

I.14.1      The Contract shall be governed by Community law, complemented, where necessary, by the national substantive law of Spain.

I.14.2      Without prejudice to Article I.14.3., in the event that any dispute arises between the parties resulting from the interpretation or application of the Contract and the dispute is not resolved by negotiation, the parties may agree to submit the dispute to mediation.

If any party to the dispute gives written notice to the other party of its desire to commence mediation, and the other party agrees in writing, the parties shall jointly appoint a mutually acceptable mediator within two weeks of the date of the said written agreement. If the parties are unable to agree upon the appointment of a mediator within that time period, any party may apply of the date of the written agreement by the second party to commence mediation, for appointment of a mediator.

The mediator’s written proposal or his written conclusion stating that no proposal can be made shall he produced within two months of the date of the written agreement by the second party to commence mediation. The mediator’s proposal or conclusion shall not be binding for the parties, who reserve the right to bring the dispute before the courts, as per Article I.14.3.

Within two weeks of the date of notification of the proposal by the mediator, the parties can conclude a written agreement, duly signed by all parties, based on the proposal.

The parties further agree to share equally the costs of mediation by the mediator, which costs will not include any other costs incurred by a party in connection with the mediation.

I.14.3      Any dispute between the parties resulting from the interpretation or application of the Contract which cannot be settled amicably shall be brought before the Court of Justice of the European Communities in Luxembourg.

II – GENERAL CONDITIONS

ARTICLE II.1 - PERFORMANCE OF THE CONTRACT

II.1.1       Delivery

a)             Time allowed for delivery

The time allowed for delivery shall be calculated in accordance with Article I.2.

10

b)             Date, time and place of delivery

Fusion for Energy shall be notified in writing of the exact date of delivery within the period indicated in Article I.2. All deliveries shall be made at the agreed place of delivery during the hours indicated in Article I.2.

The Contractor shall bear all costs and risks involved in delivering the goods to the place of delivery.

c)             Consignment note

Each delivery shall be accompanied by a consignment note in duplicate, duly signed and dated by the Contractor or his carrier, giving the Contract number and particulars of the goods delivered. One copy of the consignment note shall be countersigned by Fusion for Energy or its representative and returned to the Contractor or to his carrier.

II.1.2       Acceptance

Signing of the consignment note by Fusion for Energy, as provided for in Article II.1.1 c) is simply an acknowledgment of the fact that the delivery took place and in no way implies conformity of the goods with the Contract.

Conformity of the goods delivered shall be evidenced by the signing of an Acceptance Note to this effect by Fusion for Energy no later than one month after the date of delivery, unless provision is made for a different period in the Special Conditions or in Annex A and B.

Conformity shall be declared only where the conditions laid down in the Contract are satisfied and the goods conform to Annex A and B.

Where, for reasons attributable to the Contractor, Fusion for Energy is unable to accept the goods, the Contractor shall be notified in writing at the latest by the deadline for conformity.

II.1.3       Conformity of the goods delivered with the Contract

a)             The goods delivered by the Contractor to Fusion for Energy must be in conformity in quantity, quality, price and packaging with the Contract.

b)            The goods delivered shall:

·      correspond to the description given in Annex A and B and possess the characteristics of the goods supplied by the Contractor to Fusion for Energy as a sample during the conductor performance qualification process (SULTAN sample test);

·      be fit for any specific purpose required of them by Fusion for Energy and made known to the Contractor at the time of conclusion of the Contract and accepted by the Contractor;

·      be fit for the purposes for which goods of the same type are normally used;

·      demonstrate the quality and performance which are normal in goods of the same type and which Fusion for Energy can reasonably expect, given the nature of the goods and taking into account any public statements on the specific characteristics of the goods made by the Contractor, the producer or his representative, particularly in advertising or on labelling;

11

·      be packaged according to the usual method for goods of the same type or, failing this, in a way designed to preserve and protect them.

II.1.4       Remedy

a)             The Contractor shall be liable to Fusion for Energy for any lack of conformity which exists at the time the goods are verified.

b)            In case of lack of conformity, without prejudice to Article II.4 regarding liquidated damages applicable to the total price of the goods concerned, Fusion for Energy shall be entitled:

·      either to have the goods brought into conformity, free of charge, by repair or replacement;

·      or to have an appropriate reduction made in the price.

c)             Any repair or replacement shall be completed within a reasonable time and without any significant inconvenience to Fusion for Energy, taking account of the nature of the goods and the purpose for which they are required by Fusion for Energy.

d)            The term ‘free of charge’ in paragraph b) refers to the costs incurred to bring the goods into conformity, particularly the cost of postage, labour and materials.

e)             Any goods delivered to Fusion for Energy which are subsequently rejected under the Contract shall thereupon become the property of the Contractor.

II.1.5       Assembly

Not applicable.

II.1.6       Services provided to goods

If required by Article I.1.2 or Annex B, services to goods shall be provided accordingly.

II.1.7       General provisions concerning goods

a)        Packaging

Unless otherwise specified in the Special Conditions or in Annex A and B, pallets shall be considered as one-way packaging and shall not be returned. Each box shall be clearly labelled with the following information:

· Fusion for Energy and address for delivery;

· name of Contractor;

· description of contents;

· date of delivery;

· EC code number of article.

b)        Guarantee

The goods shall be guaranteed against all defects in manufacture or materials for two years from the date of the acceptance, unless provision is made for a longer period in Annex B.

12

The Contractor shall guarantee that any permits and licences required for manufacturing and selling the goods have been obtained.

The Contractor shall replace at his own expense, within a reasonable time limit to be determined by agreement between the parties, any items which become damaged or defective in the course of normal use during the guarantee period.

The Contractor is responsible for any conformity defect which exists at the time of delivery and acceptance, even if this defect appears later. In this case Fusion for Energy will carry out the necessary tests on the supply to identify the conformity according to article II.1.3.

The Contractor is also responsible for any conformity defect which occurs after delivery and is ascribable to non-compliance with his obligations, including failure to provide a guarantee that, for a certain period, goods used for the purposes for which they are normally used or for a specific purpose will preserve their qualities or characteristics as specified.

If part of an item is replaced, the replacement part shall be guaranteed under the same terms and conditions for a further period of the same duration as that specified above.

If a defect is found to originate in a systematic flaw in design, the Contractor must replace or modify all identical parts incorporated in the other goods that are part of the Contract, even though they may not have been the cause of any incident. In this case, the guarantee period shall be extended as stated above.

II.1.8   General provisions on performance of the Contract

a)         The Contractor shall perform the Contract to the highest professional standards. The Contractor shall have sole responsibility for complying with any legal obligations incumbent on him, notably those resulting from employment, tax and social legislation.

b)         The Contractor shall have sole responsibility for taking the necessary steps to obtain any permit or licence required for performance of the Contract under the laws and regulations in force at the place where the Contract is to be executed.

c)         The Contractor must ensure that any staff performing the Contract has the professional qualifications and experience required for execution of the Contract.

d)         In the event of disruption resulting from the action of a member of the Contractor’s staff working on Commission premises or in the event of the expertise of a member of the Contractor’s staff failing to correspond to the profile required by the Contract, the Contractor shall replace him without delay. Fusion for Energy shall have the right to request the replacement of any such member of staff, stating its reasons for so doing. Replacement staff must have the necessary qualifications and be capable of performing the Contract under the same contractual conditions. The Contractor shall be responsible for any delay in the execution of the Contract resulting from the replacement of staff.

13

e)        Should any unforeseen event, action or omission directly or indirectly hamper execution of the Contract, either partially or totally, the Contractor shall immediately and at his own initiative record it and report it to Fusion for Energy. The report shall include a description of the problem and an indication of the date on which it started and of the remedial action taken by the Contractor to ensure full compliance with his obligations under the Contract. In such event the Contractor shall give priority to solving the problem rather than determining liability.

f)         Should the Contractor fail to perform his obligations under the Contract, Fusion for Energy may - without prejudice to its right to terminate the Contract - reduce or recover payments in proportion to the scale of the failure. In addition, Fusion for Energy may impose liquidated damages, as provided for in Article II.4.

ARTICLE II.2 - LIABILITY

II.2.1     In case the Contractor is a grouping of economic operators or a consortium, the economic operators forming such grouping or consortium shall be jointly and severally liable to Fusion for Energy for any failure by either of them during the performance of the Contract.

II.2.2.    Fusion for Energy shall not be liable for damage sustained by the Contractor in performance of the Contract except in the event of wilful misconduct or gross negligence on the part of Fusion for Energy.

II.2.3     The Contractor shall be liable for any loss or damage caused by himself in performance of the Contract, including in the event of subcontracting under Article II.10. Fusion for Energy shall not be liable for any act or default on the part of the Contractor in performance of the Contract.

Notwithstanding the above, the Contractor shall not be liable for loss or damage exceeding two times the total price of the Contract, as mentioned in Article I.3, the execution of which is relevant for the loss or damage.

The Contractor shall remain liable without any limitation as to the amount if the damage or loss is caused by the gross negligence or willful misconduct of the Contractor or by its employees, and for death caused by negligence or willful misconduct of its employees.

II.2.4     The Contractor shall provide compensation without any limitation as to the amount in the event of any action, claim or proceeding brought against Fusion for Energy by a third party as a result of damage caused by the Contractor in performance of the Contract.

II.2.5     In the event of any action brought by a third party against Fusion for Energy in connection with performance of the Contract, the Contractor shall assist Fusion for Energy. Expenditure incurred to this end may be borne by Fusion for Energy.

II.2.6     The Contractor shall take out insurance against risks and damage relating to performance of the Contract if required by the relevant applicable legislation. He shall take out supplementary insurance as reasonably required by standard

14

practice in the industry. A copy of all the relevant insurance contracts shall be sent to Fusion for Energy should it so request.

ARTICLE II.3 - CONFLICT OF INTERESTS

II.3.1     The Contractor shall take all necessary measures in order to prevent any situation that could compromise the impartial and objective performance of the Contract. Such conflict of interests could arise in particular as a result of economic interest, political or national affinity, family or emotional ties, or any other relevant connection or shared interest. Any conflict of interests which could arise during performance of the Contract must be notified to Fusion for Energy in writing without delay. In the event of such conflict, the Contractor shall immediately take all necessary steps to resolve it.

Fusion for Energy reserves the right to verify that such measures are adequate and may require that additional measures be taken, if necessary, within a time limit which it shall set. The Contractor shall ensure that his staff, board and directors are not placed in a situation which could give rise to conflict of interest. Without prejudice to Article II.1 the Contractor shall replace, immediately and without compensation from Fusion for Energy, any member of his staff exposed to such a situation.

II.3.2     The Contractor shall abstain from any contact likely to compromise his independence.

II.3.3     The Contractor declares:

·     that he has not made, and will not make, any offer of any type whatsoever, from which an advantage can be derived under the Contract,

·     that he has not granted and will not grant, has not sought and will not seek, has not attempted and will not attempt to obtain, and has not accepted and will not accept, any advantage, financial or in kind, to or from any party whatsoever, where such advantage constitutes an illegal practice or involves corruption, either directly or indirectly, inasmuch as it is an incentive or reward relating to the performance of the Contract.

ARTICLE II.4 - LIQUIDATED DAMAGES

Should the Contractor fail to perform his obligations under the Contract within the time limits set by the Contract, then, without prejudice to the Contractor’s actual or potential liability incurred in relation to the Contract for any breach of its obligations thereunder other than delayed performance or to Fusion for Energy’s right to terminate the Contract, Fusion for Energy may decide to impose liquidated damages of 0,5% of the amount of the deliverable in delay per working day of delay, after a free period of four (4) weeks, up to a maximum deduction of 15% of the price of the delayed delivery and up to a maximum of five (5) % of the total contract value.

The contractor has to deliver the goods consecutively according to the deliverables. The Contractor may submit arguments against this decision within thirty days of notification by registered letter with acknowledgment of receipt or equivalent. In the absence of

15

reaction on his part or of written withdrawal by Fusion for Energy within thirty days of the receipt of such arguments, the decision imposing the liquidated damages shall become enforceable.

These liquidated damages shall not be imposed where there is provision for interest for late completion.

Fusion for Energy and the Contractor expressly acknowledge and agree that any sums payable under this Article are in the nature of liquidated damages and not penalties, and represent a reasonable estimate of fair compensation for the losses that may be reasonably anticipated from such failure to perform obligations in accordance with the specified schedule.

ARTICLE II.5 – INVOICING AND PAYMENTS

a)             Pre-financing:

Where required by Article I.4.1, the Contractor shall provide a financial guarantee in the form of a bank guarantee or equivalent supplied by a bank or an authorised financial institution (guarantor) equal to the amount indicated in the same Article to cover pre-financing under the Contract.

The guarantor shall pay to Fusion for Energy at its request an amount corresponding to payments made by it to the Contractor which have not yet been covered by equivalent delivery of goods or execution of related services on his part.

The guarantor shall stand as first-call guarantor and shall not require Fusion for Energy to have recourse against the principal debtor (the Contractor).

The guarantee shall specify that it enters into force at the latest on the date on which the Contractor receives the pre-financing. Fusion for Energy shall release the guarantor from its obligations as soon as the Contractor has demonstrated that any pre-financing has been covered by equivalent delivery of goods or execution of related services. The guarantee shall be retained until the pre-financing has been deducted from payment of the balance. It shall be released the following month. The cost of providing such guarantee shall be borne by the Contractor. If requested by the contractor, yearly adjustments of the guarantee shall be made according to the executed deliveries and payments based on confirming letters of Fusion for Energy.

b)            Interim payment:

After the delivery of each deliverable indicated in Annex B, the Contractor shall submit to Fusion for Energy a formal request for payment accompanied by those of the following documents which are provided for in the Special Conditions:

·    an Acceptance Data Package in accordance with the requirements laid down in Annex A;

·    the relevant invoices indicating the reference number of the Contract to which they refer;

If the Acceptance Data Package is a condition for payment, on receipt Fusion for Energy shall have the period of time indicated in the Special Conditions in which:

·      to approve it, with or without comments or reservations, or suspend such period and request additional information; or

16

·      to reject it and request a new Acceptance Data Package.

If Fusion for Energy does not react within this period, the Acceptance Data Package shall be deemed to have been approved.

Approval of the Acceptance Data Package does not imply recognition either of its regularity or of the authenticity, completeness or correctness of the declarations or information enclosed.

Where Fusion for Energy requests a new Acceptance Data Package because the one previously submitted has been rejected, this shall be submitted within the period of time indicated in the Special Conditions. The new Acceptance Data Package shall likewise be subject to the above provisions.

c)             Payment of the balance:

Within sixty days of receipt by the Contractor of the Acceptance Note signed by Fusion for Energy of the last goods delivered under the Contract, he shall submit the relevant invoice, drawn up in duplicate and bearing the Contract number, to Fusion for Energy for approval.

Where required, it shall be accompanied by Final Report in accordance with the requirements laid down in Annex A.

If the Final Report is a condition for payment, on receipt Fusion for Energy shall have the period of time indicated in the Special Conditions in which:

·        to approve it, with or without comments or reservations, or suspend such period and request additional information; or

·        to reject it and request a new Final Report.

If Fusion for Energy does not react within this period, the Final Report shall be deemed to have been approved.

Approval of the Final Report does not imply recognition either of its regularity, or of the authenticity, completeness or correctness of the declarations or information enclosed.

Where Fusion for Energy requests a new Final Report, because the one previously submitted has been rejected, this shall be submitted within the period of time indicated in the Special Conditions. The new Final Report shall likewise be subject to the above provisions.

ARTICLE II.6 – GENERAL PROVISIONS CONCERNING PAYMENTS

II.6.1     Payments shall be deemed to have been made on the date on which Fusion for Energy’s account is debited.

II.6.2     The payment periods referred to in Article I.4 may be suspended by Fusion for Energy at any time if it informs the Contractor that his payment request is not admissible, either because the amount is not due or because the necessary supporting documents have not been properly produced. In case of doubt on the eligibility of the expenditure indicated in the payment request, Fusion for Energy may suspend the time limit for payment for the purpose of further verification,

17

including an on-the-spot check, in order to ascertain, prior to payment, that the expenditure is eligible.

Fusion for Energy shall notify the Contractor accordingly and set out the reasons for the suspension by registered letter with acknowledgment of receipt or equivalent. Suspension shall take effect from the date of dispatch of the letter. The remainder of the period referred to in Article I.4 shall begin to run again once the suspension has been lifted.

II.6.3       In the event of late payment the Contractor shall he entitled to interest, provided the calculated interest exceeds EUR 200. In case interest does not exceed EUR 200, the Contractor may claim interest within two months of receiving the payment. Interest shall be calculated at the rate applied by the European Central Bank to its most recent main refinancing operations (“the reference rate”) plus seven percentage points (“the margin”). The reference rate in force on the first day of the month in which the payment is due shall apply. Such interest rate is published in the C series of the Official Journal of the European Union. Interest shall be payable for the period elapsing from the calendar day following expiry of the time limit for payment up to the day of payment. Suspension of payment by Fusion for Energy may not be deemed to constitute late payment.

ARTICLE II.7 –RECOVERY

II.7.1       If total payments made exceed the amount actually due under the Contract or if recovery is justified in accordance with the terms of the Contract, the Contractor shall reimburse the appropriate amount in euro on receipt of the debit note, in the manner and within the time limits set by Fusion for Energy.

II.7.2       In the event of failure to pay by the deadline specified in the request for reimbursement, the sum due shall bear interest at the rate indicated in Article II.6.3. Interest shall be payable from the calendar day following the expiry of the due date up to the calendar day on which the debt is repaid in full.

II.7.3       In the event of failure to pay by the deadline specified in the request for reimbursement, Fusion for Energy may, after informing the Contractor, recover amounts established as certain, of a fixed amount and due by offsetting, in cases where the Contractor also has a claim on the Communities that is certain, of a fixed amount and due. Fusion for Energy may also claim against the guarantee.

ARTICLE II.8 –TAXATION

II.8.1       The Contractor shall have sole responsibility for compliance with the tax laws which apply to him. Failure to comply shall make the relevant invoices invalid.

II.8.2       The Contractor recognises that Fusion for Energy is, as a rule, exempt from all taxes and duties, including value added tax (VAT), pursuant to the provisions of Articles 3 and 4 of the Protocol on the Privileges and Immunities of the European Communities.

18

II.8.3     The Contractor shall accordingly complete the necessary formalities with the relevant authorities to ensure that the goods and services required for performance of the Contract are exempt from taxes and duties, including VAT.

II.8.4     Invoices presented by the Contractor shall indicate his place of taxation for VAT purposes and shall specify separately the amounts not including VAT and the amounts including VAT.

ARTICLE II.9– FORCE MAJEURE AFFECTING THE CONTRACT

II.9.1       Force majeure shall mean any unforeseeable and exceptional situation or event beyond the control of the contracting parties which prevents either of them from performing any of their obligations under the Contract, was not due to error or negligence on their part or on the part of a subcontractor and could not have been avoided by the exercise of due diligence. Defects in equipment or material or delays in making it available, labour disputes, strikes or financial problems cannot be invoked as force majeure unless they stem directly from a relevant case of force majeure.

II.9.2       Without prejudice to the provisions of Article II.1.8 (e), if either contracting party is faced with force majeure, it shall notify the other party without delay by registered letter with acknowledgment of receipt or equivalent, stating the nature, likely duration and foreseeable effects.

II.9.3       Neither contracting party shall be held in breach of its contractual obligations if it has been prevented from performing them by force majeure. Where the Contractor is unable to perform his contractual obligations owing to force majeure, he shall have the right to remuneration for the goods actually delivered and any service provided.

II.9.4       The contracting parties shall take the necessary measures to reduce damage to a minimum.

ARTICLE II.10 – SUBCONTRACTING

II.10.1    The Contractor shall not subcontract without prior written authorisation from Fusion for Energy nor cause the Contract to be performed in fact by third parties.

II.10.2    Even where Fusion for Energy authorises the Contractor to subcontract to third parties, he shall none the less remain bound by his obligations to Fusion for Energy under the Contract and shall bear exclusive liability for proper performance of the Contract.

II.10.3    The Contractor shall make sure that the subcontract does not affect rights and guarantees to which Fusion for Energy is entitled by virtue of the Contract, notably Article II.22.

19

Article II.11 – OWNERSHIP

II.11.1    All items to be delivered in connection with the Contract shall become the property of Fusion for Energy upon delivery and acceptance in accordance with the Contract.

II.11.2    The Contractor shall be responsible for any loss or damage during handling, transport and storage of goods and shall effect insurance as may be necessary to cover the risk of such loss or damage from any cause.

II.11.3    All supplies owned by Fusion for Energy, issued to the Contractor in connection with the Contract, shall remain the property of Fusion for Energy and shall be used in only the execution of the Contract and for no other purpose whatsoever, without prior approval in writing of Fusion for Energy. All such property shall be deemed to be in good condition when received by or on behalf of the Contractor unless he shall notify Fusion for Energy to the contrary within seven days after the date of receipt or such other time as is specified in the Contract.

II.11.4    All special tools, special jigs and special fixtures specifically made for the execution of the Contract shall become the property of Fusion for Energy. The Contractor shall retain and keep in good condition for a period of five years all special tools, special jigs and special fixtures that are not delivered to Fusion for Energy. Fusion for Energy shall instruct the Contractor within this period as to the delivery or disposal of these tools.

II.11.5    The Contractor shall fully compensate Fusion for Energy in the event of loss or damage to any materials, components, appliances, samples, models, tools, jigs, fixtures, etc. belonging to Fusion for Energy as he may hold for the purpose of performing the Contract, whether delivered to him or purchased by him for the account of Fusion for Energy. Compensation shall be effected by replacement or repair or by payment of a sum equivalent to the replacement cost at the date of such loss or damage according to the preference expressed by Fusion for Energy. Where such items are depreciable account shall be taken of their residual value only.

ARTICLE II.12 – INTELLECTUAL PROPERTY AND INFORMATION

II.12.1    “Intellectual Property” shall have the meaning defined in Article 2 of the Convention Establishing the World Intellectual Property Organization, done at Stockholm on July 14, 1967. It may include confidential information such as know-how or trade secrets provided that they are unpublished, and in written or otherwise documented form, and

(a)       have been held in confidence by their owner,

(b)      are not generally known or available to the public from other sources, and/or are not generally available to the public in printed publications and/or other readable documents,

(c)       have not been made available by their owner to other parties without an obligation concerning confidentiality, and

20

(d)      are not available to the receiving party without an obligation concerning confidentiality.

II.12.2    “Information” shall mean published data, drawings, designs, computations, reports and other documents, documented data or methods of research and development, as well as the description of inventions and discoveries, whether or not protectable, which are not covered by the term Intellectual Property as defined in paragraph 1.

ARTICLE II.13 – BACKGROUND

II.13.1    The Contractor shall declare any Intellectual Property or Information which is held by the Contractor prior to the signature of the Contract or outside its scope and which is needed for carrying out the Contract or for using the supplied goods (hereinafter “the background”). The declaration shall provide detailed information on the origin and ownership of the background as well as any legal restrictions relating to its use of which the Contractor is aware. The declaration of the background shall form part of the Contract (Annex C).

II.13.2    Any other background identified after the signature of the Contract shall be added to the declaration of the background. The Contractor shall justify why the existence of such background could not be invoked prior to the signature of the Contract.

II.13.3    In case the background belongs to a third party and its use was granted to the Contractor under a license agreement, the Contractor shall obtain from that third party all the rights allowing use of the background in conformity with this agreement.

II.13.4    If all or part of the background is confidential, it must be clearly identified so in the declaration and special additional measures may be agreed between the Contractor and Fusion for Energy to preserve its confidentiality.

II.13.5    The Contractor shall remain the exclusive owner of its own background.

ARTICLE II.14 – ACCESS RIGHTS TO BACKGROUND

II.14.1    The Contractor shall provide a worldwide, non-exclusive, irrevocable, royalty-free licence to Fusion for Energy to the background if the background is needed for the use of the foreground or for the use of the goods supplied under the Contract.

II.14.2    The Contractor shall grant on fair and reasonable conditions to any third party nominated by Fusion for Energy for the purpose of fulfilling a contract with Fusion for Energy a licence to use the background if such background is needed for using the foreground or the goods supplied under the Contract.

21

II.14.3    Upon the request from Fusion for Energy the Contractor shall grant, either directly or through Fusion for Energy, to the ITER Organization and/or to ITER Members access rights to its background, including the grant of licenses to such background, under the conditions established in Articles 4.2.2 and 4.2.3 of the Annex on Information and Intellectual Property of the Agreement on the Establishment of the ITER International Fusion Energy Organisation for the Joint Implementation of the ITER Project(4) (hereinafter “ITER Annex on Information and Intellectual Property”).

II.14.4    The Contractor shall use its best efforts to either grant licenses to the background incorporated into the goods supplied under the Contract or to supply such goods to ITER Members under the conditions established in Article 4.2.4 and 4.2.5 of the ITER Annex on Information and Intellectual Property.

II.14.5    The Contractor is encouraged to make its background incorporated into the goods supplied under the Contract available for commercial purposes under the conditions established in Article 4.2.6 of the ITER Annex on Information and Intellectual Property.

ARTICLE II.15 – FOREGROUND

II.15.1    Any Information and Intellectual Property whether or not protectable generated in the course of the execution of the Contract including subcontracting (hereinafter “foreground”) shall be transmitted without delay to Fusion for Energy as laid down in Article II.16.1 and shall become the property of Fusion for Energy. Fusion for Energy may use, publish, assign or transfer the foreground as it sees fit, without geographical or other limitation.

II.15.2    If the Contractor wishes to use the foreground for his own needs Fusion for Energy shall grant permission on terms to be agreed.

II.15.3    All information, documents and results given by or on behalf of Fusion for Energy to the Contractor shall remain the property of Fusion for Energy. The Contractor shall not dispose thereof without prior approval of Fusion for Energy.

ARTICLE II.16 – PROTECTION OF FOREGROUND

II.16.1    The Contractor shall systematically and in due time report to Fusion for Energy any creation of foreground using the form provided in Annex D to this Contract.

II.16.2    Where patentable foreground is created in the execution of the Contract, Fusion for Energy shall have the right to file patent applications and obtain patents on its name. The Contractor shall take the necessary legal and administrative measures to enable Fusion for Energy to file patent applications and obtain patents in its own name.

(4)   OJ L 358 of 16.12.2006, p.62

22

II.16.3             If employees or other personnel working for the Contractor are entitled to claim rights on the foreground, the Contractor shall ensure that it is possible to exercise those rights in a manner compatible with the Contractors obligations under this Contract and it does not hamper the rights of Fusion for Energy.

II.16.4             Fusion for Energy may transfer its right to file patent applications and obtain patents to the European Atomic Energy Community (Euratom).

II.16.5             Fusion for Energy may waive its right to file patent applications and obtain patents for the benefit of the Contractor who then shall file a patent application and obtain a patent solely in his own name and at his own cost. Necessary expenses incurred by Fusion for Energy prior to the filing of the patent application shall be reimbursed by the Contractor. At all times Fusion for Energy shall be entitled to a royalty-free, non-exclusive, worldwide, irrevocable licence with the royalty-free right to grant sublicences on the resulting registered right.

II.16.6             In case the Contractor files patent applications related to the subject matter of the Contract within a period of twenty-four months after its completion, these inventions shall be considered as foreground unless the Contractor demonstrates that they have been created independently and outside the scope of the Contract. Any such filling arising after the completion of the Contract shall be notified to Fusion for Energy including the sufficient references to enable Fusion for Energy to trace the origin of the patent application.

ARTICLE II.17 – PERMITS, LICENCES AND COPYRIGHTS

II.17.1             The Contractor shall be responsible for obtaining all permits, licences and copyrights required for the implementation of the Contract under the laws and regulations in force at the place(s) at which the works under the Contract are to be carried out.

II.17.2             If the Contractor is unable to obtain any of the permits, licences and copyrights referred to above, he shall forthwith inform Fusion for Energy, which after consultation with the Contractor and with due regard to the effect of this situation upon the works, shall decide whether all or any of the works are to be discontinued.

ARTICLE II.18 – MANAGEMENT OF INTELLECTUAL PROPERTY

II.18.1             Fusion for Energy and the Contractor shall communicate to each other any information concerning intellectual property which may impede performance of the Contract.

II.18.2             Whenever performance of the Contract or the use of its results involves the use of intellectual property belonging to a third party the Contractor shall indemnify Fusion for Energy against any action for infringement, which may be brought against it.

23

II.18.3             At the first indication of any action and in particular the lodging of a claim by a third party, even after performance of the Contract, the party implicated shall notify the other party thereof without delay, whereupon both Parties shall act jointly and shall exchange all information and evidence, which they may possess or obtain.

II.18.4             The fact that the supply or any part thereof is covered by an intellectual property owned by the Contractor, or in respect of which he possesses a licence, shall not prevent Fusion for Energy from repairing or causing repairs to be made to such a supply by whomsoever it may think fit, if the Contractor after having been consulted in the first instance cannot effect the repairs within a reasonable time limit and at a reasonable price.

ARTICLE II.19 – USE, DISTRIBUTION AND PUBLICATION OF INFORMATION

II.19.1.          Without prejudice to Article II.13.4, the Contractor shall authorise Fusion for Energy to process, use, distribute and publish, for whatever purpose, by whatever means and on whatever medium, any data contained in or relating to the Contract, in particular the identity of the Contractor, the subject matter, the duration, the amount paid and the reports. Where personal data is concerned, Article I.12 shall apply.

II.19.2.          Unless otherwise provided by the Special Conditions, Fusion for Energy shall not be required to distribute or publish documents or information supplied in performance of the Contract. If it decides not to publish the documents or information supplied, Fusion for Energy may not have them distributed or published elsewhere without prior written authorisation from Fusion for Energy.

II.19.3.          Any distribution or publication of information relating to the Contract by the Contractor shall require prior written authorisation from Fusion for Energy and shall mention the amount paid by Fusion for Energy. It shall state that the opinions expressed are those of the Contractor only and do not represent Fusion for Energy’s official position.

II.19.4.          The use of information obtained by the Contractor in the course of the Contract for purposes other than its performance shall be forbidden, unless Fusion for Energy has specifically given prior written authorisation to the contrary.

ARTICLE II.20 – ASSIGNMENT

II.20.1             The Contractor shall not assign the rights and obligations arising from the Contract, in whole or in part, without prior written authorisation from Fusion for Energy.

II.20.2             In the absence of the authorisation referred to in 1 above, or in the event of failure to observe the terms thereof, assignment by the Contractor shall not be enforceable against and shall have no effect on Fusion for Energy.

24

ARTICLE II.21 – TERMINATION BY FUSION FOR ENERGY

II.21.1.   Fusion for Energy may terminate the Contract in the following circumstances:

(a)                                  where the Contractor is being wound up, is having his affairs administered by the courts, has entered into an arrangement with creditors, has suspended business activities, is the subject of proceedings concerning those matters, or is in any analogous situation arising from a similar procedure provided for in national legislation or regulations;

(b)                                 where the Contractor has not fulfilled obligations relating to the payment of social security contributions or the payment of taxes in accordance with the legal provisions of the country in which he is established or with those of the country applicable to the Contract or those of the country where the Contract is to be performed;

(c)                                  where Fusion for Energy has evidence or seriously suspects the Contractor of or any related entity or person, of professional misconduct;

(d)                                 where Fusion for Energy has evidence or seriously suspects the Contractor or any related entity or person, of fraud, corruption, involvement in a criminal organisation or any other illegal activity detrimental to the Communities’ financial interests;

(e)                                  where Fusion for Energy has evidence or seriously suspects the Contractor or any related entity or person, of substantial errors, irregularities or fraud in the award procedure or the performance of the Contract;

(f)                                    where the Contractor is in breach of his obligations under Article II.3;

(g)                                 where the Contractor was guilty of misrepresentation in supplying the information required by Fusion for Energy as a condition of participation in the Contract procedure or failed to supply this information;

(h)                                 where a change in the Contractor’s legal, financial, technical or organisational situation could, in Fusion for Energy’s opinion, have a significant effect on the performance of the Contract;

(i)                                     where delivery of the goods and execution of related tasks has not actually commenced within fifteen days of the date foreseen, and the new date proposed, if any, is considered unacceptable by Fusion for Energy;

(j)                                     where the Contractor is unable, through his own fault, to obtain any permit or licence required for performance of the Contract;

(k)                                  where the Contractor, after receiving formal notice in writing to comply, specifying the nature of the alleged failure, and after being given the opportunity to remedy the failure within a reasonable period following receipt of the formal notice, remains in serious breach of his contractual obligations.

25

II.21.2.          In case of force majeure, notified in accordance with Article II.9, either contracting party may terminate the Contract, where performance thereof cannot be ensured.

II.21.3.          Prior to termination under point c), d), e), h) or k), the Contractor shall be given the opportunity to submit his observations.

Termination shall take effect on the date on which a registered letter with acknowledgment of receipt terminating the Contract is received by the Contractor, or on any other date indicated in the letter of termination.

II.21.4.   Consequences of termination:

In the event of Fusion for Energy terminating the Contract in accordance with this Article and without prejudice to any other measures provided for in the Contract, the Contractor shall waive any claim for consequential damages, including any loss of anticipated profits for uncompleted work. On receipt of the letter terminating the Contract, the Contractor shall take all appropriate measures to minimise costs, prevent damage, and cancel or reduce his commitments. He shall draw up the documents required by the Special Conditions for the goods delivered and tasks executed up to the date on which termination takes effect, within a period not exceeding sixty days from that date.

Fusion for Energy may claim compensation for any damage suffered and recover any sums paid to the Contractor under the Contract.

On termination Fusion for Energy may engage any other supplier to replace the Contractor. Fusion for Energy shall be entitled to claim from the Contractor all extra costs incurred in making good and completing the execution of the Contract, without prejudice to any other rights or guarantees it has under the Contract.

For the avoidance of doubt, in the event of termination of the Contract in accordance with Article II.21., the Contractor shall be entitled to payment from Fusion for Energy of a price in accordance with Article I.3 for all work performed before the date of the termination that complies with the technical specifications and has been accepted by Fusion for Energy.

ARTICLE II.22 – SUBSTANTIAL ERRORS, IRREGULARITIES AND FRAUD ATTRIBUTABLE TO THE CONTRACTOR

Where, after the award of the Contract, the award procedure or the performance of the Contract prove to have been subject to substantial errors, irregularities or fraud, and where such errors, irregularities or fraud are attributable to the Contractor, Fusion for Energy may refuse to make payments, may recover amounts already paid or may terminate all the contracts concluded with the Contractor, in proportion to the seriousness of the errors, irregularities of fraud.

ARTICLE II.23 – CHECKS AND AUDITS

II.23.1             In accordance with Article 15 of the Statues annexed to the Council Decision (Euratom) No 198/2007 establishing the European Joint Undertaking for ITER

26

and the Development of Fusion Energy and conferring advantages upon it, the European Court of Auditors shall be empowered to audit the documents held by the natural or legal persons receiving payments from the budget of Fusion for Energy from signature of the Contract up to live years after payment of the balance.

II.23.2             Fusion for Energy or an outside body of its choice shall have the same rights as the European Court of Auditors for the purpose of checks and audits limited to compliance with contractual obligations from signature of the Contract up to five years after payment of the balance.

II.23.3             In addition, the European Anti-Fraud Office may carry out on-the-spot checks and inspections in accordance with Council Regulation (Euratom, EC) No 2185/96 and Parliament and Council Regulation (EC) No 1073/1999 from signature of the Contract up to five years after payment of the balance.

ARTICLE II.24 - AMENDMENTS

Any amendment to the Contract shall be the subject of a written agreement concluded by the contracting parties. An oral agreement shall not be binding on the contracting parties.

ARTICLE II.25 – CONFIDENTIALITY

II.25.1             The Contractor undertakes to treat in the strictest confidence and not make use of or divulge to third parties any information or documents which are linked to performance of the Contract. The Contractor shall continue to be bound by this undertaking after execution of the Contract.

II.25.2             The Contractor shall obtain from each member of his staff, board and directors an undertaking that they will respect the confidentiality of any information which is linked, directly or indirectly, to execution of the tasks and that they will not divulge to third parties or use for their own benefit or that of any third party any document or information not available publicly, even after execution of the Contract.

ARTICLE II.26 – SUSPENSION OF THE CONTRACT

II.26.1             Fusion for Energy may at any time and for duly justified reasons suspend performance of the Contract or any part thereof. Suspension shall take effect on the day the Contractor receives notification by registered letter with acknowledgment of receipt or equivalent, or at a later date where the notification so provides. Fusion for Energy may at any time following suspension give notice to the Contractor to resume performance of the Contract.

Should fusion for Energy decide to suspend the contract for a period of over twelve months, the contractor shall be entitled to ask for the contract to be terminated, on condition that he do so by registered letter with acknowledgement of receipt or equivalent within one month of the receipt of

27

suspension notification. The same shall apply in the event of a series of suspensions totalling a period of over twelve months.

If Fusion for Energy decides to suspend the contract for less than twelve months, the contractor shall not be entitled to ask for the contract to be terminated.

II.26.2             The Contractor shall have the right to an indemnity corresponding to any certain and direct injury he sustained as a result of a suspension. The Contractor’s claim shall be deemed acceptable only if submitted to Fusion for Energy by registered letter with acknowledgement of receipt or equivalent within thirty days of the notification of the suspension. The indemnity under paragraph II.26 shall be the Contractor’s exclusive remedy on this ground.

SIGNATURES

28

ANNEX A

MANAGEMENT SPECIFICATIONS

THE EUROPEAN JOINT UNDERTAKING FOR ITER AND THE DEVELOPMENT OF FUSION ENERGY

Joseo Pla n° 2 · ▇▇▇▇▇▇ Diagonal Litoral · Building B3 · 08019 Barcelona · Tel. ▇▇▇ ▇▇ ▇▇▇ ▇▇ ▇▇ · Fax + ▇▇ ▇▇ ▇▇▇ ▇▇ ▇▇

▇▇▇▇://▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇▇▇▇.▇▇

MANAGEMENT SPECIFICATION

FOR

SUPPLY OF CHROMIUM PLATED NB3SN STRAND

Abstract

This document specifies the quality and management requirements:

·      the Bidder shall comply when preparing its offer/proposal;

·      the Supplier shall comply within the course of the Contract.

The description of the Supplier quality management system shall be established in a dedicated QUALITY PLAN for managing F4E work activities.

1

Table of Contents

2

3

TERMS AND DEFINITIONS

REFERENCE DOCUMENTS

[1]    F4E-QA-010 - ‘Quality Classification’ Procedure.

[2]    F4E-QA-112 - ‘Naming Conventions’ Instruction.

[3]    F4E-QA-P-IO - Quality Assurance program for items and services provided by the EU-DA to the ITER project.

[4]    IAEA GS-R-3 - IAEA Safety Requirements GS-R-3 (2006) -“The Management System for Facilities and Activities”.

4

1.     PURPOSE

This document specifies the quality and management requirements:

·      the Bidder shall comply when preparing its offer/proposal;

·      the Supplier shall comply within the course of the Contract.

The quality management system of the Supplier and his Subcontractors shall be based on a recognized quality standard meeting F4E Quality Assurance Program requirements.

The description of the Supplier quality management system shall be established in a dedicated Quality Plan for managing F4E work activities. This Quality Plan shall:

·      comply with the requirements defined in §4, and

·      be in accordance with the F4E QA Programme [3].

2.     SCOPE

The Quality plan describes the operational quality system implemented by the Supplier to ensure that

·      Contract requirements will be met,

·      Evidence of such compliance will be maintained.

The Quality Plan may be a single document that covers the whole scope of the Contract, including work performed by Subcontractors or it may be an assembly of separate and well-identified documents.

The Quality Plan shall have the structure described in §8.3.

The Quality Plan shall encompass all activities performed in connection with the Contract.

The level of detail in the Quality Plan shall be consistent with:

·      The technical requirements of the Contract;

·                  Graded Quality Level of the deliverables: The safety and operational importance of the items involved (Defined in §3);

·      The complexity of the economic operators, functions and activities involved;

·      The degree of design innovation;

·      The involvement of innovative processes;

·      The involvement of processes which cannot be fully verified by an inspection or test;

·      The degree to which functional compliance can be demonstrated by inspection or test;

·      Design, performance or manufacturing margins.

The compliance with the Quality Plan shall assure the compliance with the requirements and be based on the QA certification.

5

2.1.  AT TENDER (OR PROPOSAL) LEVEL

The Bidder shall provide, in its offer/proposal a meaningful outline of a dedicated Quality Plan where the plans, schedules and explanation of the provisions to comply with the following requirements will be assembled.

The Bidder will be evaluated, inter alia, on the basis of its Quality Plan according to the Tender Specifications/Call for Proposals.

During offer/proposal, due to the nature of the process, the Bidder might not have all the information that he will have as a successful Bidder. As result of this limitation, at this stage the Quality Plan cannot be a “complete” version and is referenced as an “outline’ version where:

·    Some sections will be addressed as a description of the previewed system (proposed system).

·    The remaining sections shall have the description of the Bidder current system.

2.2.  AT CONTRACT LEVEL

After the Contract signature, the Quality Plan shall encompass the following sequential stages (in accordance with §5):

1.    at the kick-off meeting the Supplier shall provide the proposed Quality Plan;

2.    the Supplier shall not begin any work without the Quality Plan being approved in writing by F4E;

3.    during Contract implementation, the Supplier shall update the Quality Plan (or parts of it) as/if required and shall submit it for approval to F4E.

3.     QUALITY APPROACH

ITER has been classified as an “Installation Nucléaire de Base” (INB), and within this larger class recognising the objective limit of the risks, in the subclass of Labs and Fuel Plants.

Quality Assurance requirements are fulfilled by a system that complies with the requirements of the ‘Order of August 10-1984’ (French Republic ‘Arrèté du 10 Août 1984’) and in general uses as a basis the IAEA Safety Requirements GS-R-3 [4] and ISO 9001:2000 as applicable.

Quality Implementation within this project will utilise a “Graded Approach” to define and perform quality requirements. This is a comprehensive approach that covers a variety of systems, components, and activities.

The Contract Deliverables Quality Level is CLASS 1 as defined in the Quality Classification [1].

6

4.     QUALITY PLAN REQUIREMENTS

The following subsections specify the quality and management requirements for the Contract to be addressed in the Quality Plan (see the mandatory structure defined in §8.3).

These elements are not limitative and could be complemented by the Supplier.

4.1.   OBJECTIVES AND DELIVERABLES OF THE CONTRACT

In this section the Bidder shall describe how he understands the subject of the Contract Options to be covered in the Bidder’s offer/proposal are to be included in this description, and may remain in the Contract if appropriate.

The Bidder shall issue a table specifying per collection of items to be supplied:

·      number and quantity;

·      the level of subcontracting;

·      all the documents to deliver (ADP).

The ADP, shall contain, but shall not necessarily be limited to, the following documents:

·      The deliverable Quality Plan implementation documentation;

·      Related technical documentation (as-built, manuals...).

4.2.   RESPONSIBILITIES REQUIREMENTS

This section shall indicate the name and coordinates of:

·      The Supplier Technical Responsible in charge of the Contract

·      The Supplier Quality Representative for the Contract

It shall identify the different organizations involved to perform the Contract and detail the breakdown of responsibilities (an organizational flowchart should facilitate the understanding).

The Supplier Technical Responsible shall coordinate planning, performance and control of the work, including work assigned to subcontractors. The Supplier Technical Responsible shall keep time schedule and issue progress report.

The Supplier Quality Representative shall control that the Quality Plan, quality procedures and detailed work instructions are followed during the course of the Contract in order to ensure that the contractual quality requirements are met. The Supplier Quality Representative shall assess and control the management quality at the subcontractor’s premises.

F4E shall be informed of any change of Supplier Technical Responsible or Quality Representative.

4.3.   PROJECT MANAGEMENT

This section shall identify the attendance and the need and frequency of the progress meetings. It shall define the form and frequency of the required progress reports.

It shall take into account that the activities shall commence with an official kick-off meeting where the following shall in particular be agreed upon:

·      Confirmation of the specifications, specific requirements and contractual input;

·      Documentation review lead time;

7

·    Plans for implementations of the Contract;

·    Detailed schedule of the contractual activities, including milestones;

·    Frequency of Document Schedule and Control Plan review (if not agreed otherwise, at least once a month);

·    Contents of the ADP and Contract Final Report (if not agreed otherwise, drafts submission period is one month);

·           Frequency and location of the proposed progress meetings (if not agreed otherwise, at least once a month) (also by teleconference or videoconference);

·           The responsible for preparing the meeting minutes (unless agreed otherwise, minutes of the meetings shall be prepared by the supplier);

·    Content and frequency of the progress report, that shall contain (if not agreed otherwise, at least once a month):

·   Work completed;

·   Deviations requested, Changes proposed and Nonconformities raised;

·   Work scheduled.

·    Management of Intellectual Property

Unless agreed otherwise, the following shall be ‘in person’ meetings (and obligatory):

·    kick-off meeting;

·    final report meeting;

·    midterm / annual progress meetings.

At the end of the Contract, after delivery of all items, the Supplier shall issue a Final Report of the Contract. The Final Report shall contain, but shall not necessarily be limited to, the following information:

·      Summary of the Contract;

·      Compilation of all Contract minutes and reports;

·      Final Contract schedule;

·      Final Contract Quality Plan;

·      All Contract ADP’s (or reference to them);

·      Final results summary;

·      Final foreground IPR declaration (Background declaration form, as supplied in the contract documentation);

·      Full photographic record of the manufacture.

4.4. CONTROL PLAN

In this section the Supplier shall provide a Control Plan describing sequences of the work, milestones, key points, reviews and a WBS along with a corresponding detailed schedule. It shall include at least the following:

·           Requirements originated from the development and validation strategy as defined in the Technical Specification (qualification and validation requirements, needs for mock-up or prototypes...).

·           All activities and tests to be performed in order to comply with the applicable laws/codes as specified in the Technical Specification (Annex B).

8

·             List of the required hold points, reviews, witnessed points (by F4E, Customer or third party inspection agency), notification points and report points and activities defined.

For each particular operation, the Control Plan shall:

·    Identify the requirements and instructions applicable to these operations,

·    Identify the operations to be witnessed and those where notification is required,

·    Provide for recording the verification and completion of these operations.

The level of detail in the Control Plan shall be such as:

·    To prevent the inadvertent bypassing of critical operations,

·    To enable adequate planning, monitoring and verification of the key activities.

It shall encompass the whole scope of the Contract from design to delivery including all work performed by subcontractors.

To ensure that operations are performed as directed in the Control Plan, the document shall be directly accessible to those carrying out the work.

The Control Plan shall be available in English language (the working language of F4E).

F4E acceptance of the Control Plan shall not relieve the Supplier of any contractual obligations and responsibilities.

The mandatory format is shown in §8.4. Any change in the format will be subject to F4E approval prior to their use.

4.5. RESOURCE MANAGEMENT

In this section the Supplier shall provide a resources management system, detailing where applicable:

·    The number and type of personnel involved in each of the Contract stages

·    Specific training for personnel

·    Specific qualification for particular operations (special processes and their control)

The Supplier shall provide proof that all workers are property qualified.

4.6. CONFIGURATION MANAGEMENT

A configuration management system shall be adopted to monitor the status of the work by the Supplier against the input provided by F4E. Any divergence needs to be documented and approved by F4E.

These divergences are addressed with the following processes:

·            Change - a previously proposed and approved modification to a specified requirement (current approved configuration baselines).

·            Deviation - a previously planned alternative to a specified requirement defined for a specific scope (a limited quantity of product or period of time, and for a specific use).

·    Nonconformity - any condition which does not comply with a specified requirement.

Specified requirements (of the current approved configuration baselines) include:

9

·    The technical or management specification requirements of the Contract,

·    The requirements of any document issued in connection with the Contract and agreed with F4E.

Each divergence process shall be represented in a process flowchart.

4.6.1.      MANAGEMENT OF CHANGES AND DEVIATIONS

This section shall describe the change and deviation management systems, which include deviations and changes processes initiated by the Supplier, its potential Subcontractors or Suppliers and those issued by F4E or by an F4E Customer.

This system shall ensure that:

·    Deviation Requests are approved by F4E before any implementation.

·    Change Proposals are approved by F4E before any implementation (through a Change Order).

·     Status of the configuration and all associated changes are made available to F4E when requested.

‘Deviation Request’ originating from Supplier or Subcontractors

When a deviation is foreseen the Supplier shall discuss it with F4E. If the proposal is considered beneficial, the Supplier shall request F4E approval by issuing a Deviation Request (format in §8.5).

The deviation request shall contain or refer to all relevant material available to enable an informed decision to be taken. In particular, it shall include an assessment of the deviation consequences in terms of cost, delay and risk.

The deviation shall be implemented only after F4E written approval.

‘Change Proposal’ originating from Supplier or subcontractors

When a modification to an approved configuration requirement is foreseen the Supplier shall discuss it with F4E. If the proposal is considered beneficial, the Supplier shall request F4E approval by issuing a Change Proposal (format in §8.6).

The change proposal shall contain or refer to all relevant material available to enable an informed decision to be taken. In particular, it shall include an assessment of the change consequences in terms of cost, delay and risk.

The change shall be implemented only after reception of an F4E Change Order.

‘Change Notice’ originating from F4E

The Supplier shall issue an impact assessment report for each change notice received from F4E. The report should contain or refer to all relevant material available to enable an informed decision on the definite course of action to be taken. It should address the consequences of the request in terms of cost, delay and risk. The change shall be implemented only after reception of an F4E Change Order.

4.6.2.      NONCONFORMITY MANAGEMENT

The Nonconformity management system shall ensure that provisions are implemented in order to:

·     Detect any nonconformity and segregate the non-conforming product

·     Classify the nonconformity in two classes: major nonconformity and minor nonconformity

10

·             Communicate to F4E the list of all the nonconformities and the associated actions on a regular basis (if not agreed otherwise, at least once a month).

·    Ensure that the appropriate Corrective Actions are implemented to prevent repetition of nonconformity

·             Ensure that the appropriate process improvements (Preventive Actions) brought about by the Corrective Actions are implemented to prevent future nonconformities

·             Ensure that nonconformity is raised by means of a nonconformity report, in case F4E or their appointed representatives issue a nonconformity notice after detection of a relevant discrepancy.

Major nonconformity: divergence with impact on a critical requirement (performance, safety, reliability, operability, traceability, interchangeability, regulatory requirements).

·    The ‘Nonconformity Report’ shall be sent to F4E with proposed Remedial Actions.

·    Remedial Actions shall be implemented only after F4E written acceptance.

Minor nonconformity: divergence with no impact on an F4E contractual requirement.

·    The Supplier can take Remedial Actions to resolve the nonconformity within its own quality system.

·    The ‘Nonconformity Report’ shall be sent to F4E for information and the Remedial Action implemented.

The Supplier shall indicate how, when and by whom nonconformities will be processed including those originating from its Subcontractors.

4.6.3. CONFIGURATION MANAGEMENT RECORDS

The formats for the “Nonconformity Report”, “Deviation Request” and “Change Proposal are shown in §8.

The Supplier shall:

·             sequentially number the Change Proposals, Deviation Requests and Nonconformity Reports issued for each particular Contract

·             maintain a Change Proposals, Deviation Requests and Nonconformity Reports electronic register with indication of distribution and acceptance status

Nonconformity Reports, Change Proposals, Deviation Requests, Change Orders and change consequences assessment Reports are an integral part of the Contact Upon completion of the work, Nonconformity Reports, Change Proposals, Deviation Requests, Change Orders, Associated Reports and any relevant documentary evidence shall be included or referred to in the Acceptance data package handed over to F4E.

The Supplier shall ensure that its Subcontractors implement the same procedure to control Change Proposals and Deviation Requests.

F4E acceptance of Nonconformity Reports, Change Proposals and Deviation Requests:

·    Is limited to the particular Contract and item referred to in the Request, the Proposal or in the Report

·    Does not relieve the Supplier of any contractual obligations and responsibilities.

11

4.7. TIME SCHEDULE MANAGEMENT

In this section the Supplier shall describe its approach to control the time schedule, including use of software or templates to monitor the time schedule (these shall be compatible with the formats defined in §8.1).

It shall provide the precise process to report the time schedule evolution to F4E. The update of the schedule shall be done at least once a month.

4.8. INFORMATION AND DOCUMENTATION MANAGEMENT

All quality and technical official documentation and information exchange between F4E and the Supplier shall be through the F4E’s TRO in charge of the Contract and the Supplier Technical Responsible.

All documentation relevant to the Contract will have to be filed in the F4E document management system (if not agreed otherwise).

In this section the Supplier shall describe its documentation managing system and provide a Documentation Schedule (the format for the “Documentation Schedule” is shown in §8.8), detailing all documents and records relevant to the implementation of the Contract, including work performed by subcontractors. The Documentation Schedule is a continually updated document and shall contain the main documents related to the deliverables.

The standard Documentation Review Cycle mandates that:

·           The Supplier has ten (10) working days, from receipt of commented documents, to update and resubmit them to F4E via email

·    F4E has ten (10) working days, from receipt of Supplier’s e-mail, to review and return the documents

·    Revised forecast dates may be established in co-ordination with the F4E TRO

The general process for document distribution and approval is as follows:

Figure 1: Document Distribution and Approval General Process

Work shall not start until the relevant Documentation Schedule has been accepted by F4E. At each documentation delivery the Supplier shall provide an excerpt from the Documentation Schedule with the relevant documentation.

During the contract phase the Documentation Schedule will be the reference for the document management within the contract.

All documents referenced in the Reports shall be made available together with the Reports in electronic format.

The documentation format shall follow the requirements given in §8.

12

The Supplier shall keep all necessary documents and technical information related to the Contract and subcontract(s) for monitoring, quality assurance controls, checks and audits. If so required by F4E, the Supplier shall provide copies of such documents for use by F4E.

The Supplier shall keep the documents up to ten (10) years (or the regulatory period of time, whichever is longer) after the payment of the final balance of the Contract price or if so requested by F4E, the Supplier shall transfer the documents to F4E upon termination of the Contract.

F4E acceptance of Documentation Schedule or approval of technical documents such as drawings sketches, specifications shall not relieve the Supplier of his responsibility of proper performance of the Contract.

4.9. SUBCONTRACTING MANAGEMENT

The Supplier shall ensure that each of his Subcontractors have a Quality System compliant to this specification; an assessment report shall be issued per Subcontractor.

Failing this, the Supplier shall undertake all the necessary actions to establish and maintain the Quality in the subcontractor’s premises in conformity with the Contract Specifications.

The Supplier shall provide a “Subcontracting Schedule” (the format is shown in §8.9), detailing:

·    All major or critical items and activities subcontracted by the Supplier

·    Item/Activity associated specification

·    Relevant subcontractor Identification (including contact person)

·    Proof of subcontractor qualification (e.g. ISO 9000 certification, assessment report)

·    F4E approval of the proposed Subcontractors

Subcontracting shall not start until the relevant Subcontracting Schedule has been accepted by F4E.

The Subcontracting Schedule shall be updated as necessary, and the updated schedule shall be subjected to the same acceptance procedure as the original Subcontracting Schedule.

Purchased or subcontracted items or services shall be supplied together with their certificate of conformity to the specified requirements.

F4E acceptance of the Subcontracting Schedule shall not relieve the Supplier of any contractual obligations and responsibilities.

4.10. ASSESSMENT AND VALIDATION MANAGEMENT

This section shall demonstrate how compliance with the Control Plan (§4.4) shall be controlled and recorded all along the work progress. This includes the following subjects:

·    Signature and dating of Progress Reports for each completed operation;

·    Issue and up-dating of a compliance matrix;

·             Identification and record of each report generated during the performance of any particular operation (e.g. test report and Nonconformity Report) and, where possible, identifying improvement opportunities;

13

·            Access to the Supplier premises, Supplier personnel and Supplier completed work activities for third party audit or inspection (see §6).

4.10.1. MEASURING AND TEST EQUIPMENT

Measuring and test equipments shall be controlled showing evidence of:

·    Equipment identification and calibration status

·    Proper use (range, precision, ...)

·    Record of proper calibration

·    Test records shall clearly identify any test equipment that has been used and its calibration status

4.10.2. VALIDATION OF ANALYSIS CODES

The use of a specific analysis code shall be proposed to F4E before the beginning of the analysis.

The analysis shall start only after agreement (approval) from F4E.

4.11. ACCEPTANCE AND DELIVERY REQUIREMENTS

In this section the Supplier shall indicate how, when and by whom acceptance and delivery will be controlled.

4.11.1.   ACCEPTANCE REVIEW (FOR COMPLEX DELIVERABLES ONLY)

Prior to complex deliveries, the Supplier should organize a deliverables-status acceptance review in accordance with the Contract requirements. This includes at least:

·    Review of the documentation (ADP) to be provided (in accordance with the Documentation Schedule);

·    Achievement of the technical requirements or performance test reports;

·    Special processes and personnel qualification proof review,

·            Review of the records and justification of all changes and derogations (nonconformity report, deviation request, change proposal and change order);

·    Provide a formal supplier ‘Release Note’;

·    Configuration status.

·    Information about the management of Intellectual Property.

4.11.2.   ACCEPTANCE OF A DELIVERABLE

Acceptance of a deliverable shall encompass the following sequential stages:

·    For deliverables that consist uniquely of documentation (e.g. report) the deliverable is part of the ADP:

·    Request deliverable despatch approval from F4E:

·    At least ten (10) calendar days prior to the deliverable despatch, the Supplier shall submit to F4E a formal request (supplier ‘Release Note’ for approval, see §8.10);

·    Once approved by F4E (within ten (10) calendar days from reception of the request), the despatch will be accompanied by the written approval;

14

·    If required, upon delivery F4E or its representative will sign a ‘consignment note’ as recognition of reception only.

·    For other deliverables:

·    Request deliverable despatch approval from F4E:

·              At least ten (10) calendar days prior to the deliverable despatch, the supplier shall submit to F4E the signed Supplier ‘Release Note’ for approval (signed by both the head of Supplier and the QA representative for the Contract, recommended supplier ‘Release Note’ form in §8.10);

·    Once approved by F4E (within ten (10) calendar days from reception of the request), the despatch will be accompanied by the approved ‘Release Note’ (or when applicable a certificate of conformity);

·    Upon delivery F4E or it’s representative will sign a ‘consignment note’ (recognition of reception only) if:

·     the deliverable is in the specified conditions, and

·     the transport was performed as required, and

·     the specified reception test results are approved.

·    After successful delivery, the Supplier shall send to F4E the deliverable ADP for acceptance;

·    F4E will declare the deliverable conformity by issuing an ‘Acceptance Note ‘after receiving the ADP, if:

·    the deliverable complies with the technical specification and contractual requirement, and

·    the ADP is approved.

The Supplier shall ensure that its Subcontractors implement the same procedure to control acceptance and delivery.

No despatch shall be carried out without prior written approval from F4E.

F4E acceptance of the Supplier Release Note shall not relieve the Supplier from any contractual obligations and responsibilities.

4.12. CONTRACT RISK MANAGEMENT

The Supplier shall describe the provisions implemented in order to reduce the Contract exposure risk regarding the expected performance and time schedule. This includes at least the following subjects:

·    Preliminary risk analysis and assessment report in terms of expected performances and time schedule;

·    Associated list of actions to implement in order to reduce the risk exposure of the project;

·    Plan to upgrade the two previous documents.

4.13. HEALTH & SAFETY

In this section the Supplier shall demonstrate that he fulfils the health and safety regulations of the country where the activities will be developed as well as any specific health safety regulations laid down by F4E’s Customer (IO) for any particular task.

15

4.14. CODES (REGULATORY DOCUMENTS) AND STANDARDS

The Quality Plan shall reference quality and management applicable codes, standards and regulatory requirements.

4.15. OTHER REQUIREMENTS

None.

16

5. QUALITY PLAN UP-DATE AND VALIDATION

The Supplier shall up-date the Quality Plan after the kick-off meeting of the Contract. Written F4E approval of the updated Quality Plan is needed before the beginning of the implementation.

The Supplier shall up-date the Quality Plan (or parts of it) each time it is needed. These up-dates shall have to be approved in writing by F4E prior to their implementation.

The Quality Plan is an integral part of the Contract. Upon completion of the work, the Quality Plan shall be included in the data package handed over to F4E.

6. INSPECTION AND QUALITY AUDIT VISITS

The Supplier shall provide F4E with access to documentation, premises and personnel (including that of his subcontractor’s) during all stages of the Contract for the purpose of audit, review, surveillance and inspection.

F4E reserves the right to make unscheduled visits to the Supplier’s or Subcontractor’s works and free access shall be provided at all reasonable times.

F4E shall have the right to have permanent inspectors working on the Contract inside the Supplier’s workshops. Should this be required, the Supplier shall reserve an office inside his workshops, equipped with a telephone and telefax with international access and internet access.

Unless agreed otherwise, F4E will be allowed to take photographs and record video of anything connected to the pertaining contract (the obtained material shall remain confidential).

6.1. AUDITS AND SURVEILLANCE

Planned and documented audits, reviews, surveillance and inspection of the Supplier’s Quality Assurance arrangements may be carried out by F4E or their appointed representatives to verify compliance with all quality and technical aspects of the Contract.

These activities may be extended to the Supplier’s subcontractors. Regarding any deficiencies found, the Supplier shall implement or ensure that the subcontractors implement corrective actions in accordance with an agreed time-scale.

F4E shall be informed of the Supplier’s audits, reviews, surveillance and inspection activities, including those involving subcontractors. Notifications shall be in writing, preferably via fax or email.

Should on-site inspection services exist, the notification shall be sent directly to them well in advance. In this case, only F4E shall be notified in writing of the points identified as hold points within the timeframe stipulated in the above paragraph.

The Supplier shall be responsible for all expenses derived from F4E sending his own inspectors or representatives as a result of wrong notifications. Additionally, F4E may request the Supplier to repeat the activities considered as advice or hold points at his own expense when F4E could not witness the activity as a result of a wrong notification of the Supplier.

6.2. F4E OBSERVERS ACCESS

F4E shall have the right to be accompanied by observers to the agreed surveillance and audits visits.

These observers will be identified in advance and agreed with the Supplier and will belong to one of the following entities:

17

·     F4E Customer,

·     Next user of the deliverable

The F4E Observers shall be bound by appropriate confidentiality obligations to be agreed in advance.

18

7. SUMMARY OF QUALITY REQUIREMENTS & ACTIONS

ABBREVIATED QUALITY REQUIREMENTS

The following table gives an overview of the F4E quality requirements specified in the applicable sections and is not exhaustive.

Table 7_1 - Abbreviated Quality Requirements

19

8. MANDATORY DOCUMENT FORMATS

All communications and official documentation shall be in the standard project language:

·                  For Monolingual Documentation, the language shall be English

For Dual-language Documentation, (regulatory or safety documentation requirements):

·               The original and reference text shall be in English and all interpretations of it will be based on the English text. In the event of a conflict between different translations, the English text will prevail.

·               The layout to be used is a dual-column page, where both versions of the document are in parallel, with English in the left column.

8.1. ELECTRONIC DOCUMENTS

Only the following electronic document file formats are acceptable for project documentation exchange and delivery. All documents must be supplied at all stages of the contract in all of the formats shown below (table 8_1).

In the event of additional formats being utilised, for example for specialised engineering calculations, fully useable data input and output files shall be provided (in English language, if available as standard inside the program).

Table 8_1 — Mandatory document formats

Where the version is given, this indicates the lower version compatibility requirement.

Where editable versions exist (text documents, spreadsheets, drawings, etc) editable versions of the deliverables shall be provided in the ADP.

20

Alternative formats may be specified at the kick-off meeting, with the approval of F4E at the sole expense and care of the Supplier. For this supply, the following alternative format is allowed: AutoCAD for Engineering Drawings.

To avoid an unnecessarily large numbers of files and assist in information location, documents which belong naturally to a set shall be agglomerated into one zipped electronic file, which shall contain an additional file with title page which describes the numbered and identified contents of the zip file and its version history. This zip file may also contain sub-directories and its contents may be changed as versions are updated. In table 8_2 shows a list of suitable sets of documents, which shall be expanded at the KOM.

Table 8_2 — Suitable sets of documents

A list of files describing the current status of the Contact documentation shall be maintained in spreadsheet format.

8.2. FILE NAMES OF ELECTRONIC DOCUMENTS

The electronic file names should follow the instruction F4E-QA-112 [2].

21

8.3. QUALITY PLAN OUTLINE

This appendix outlines the main items to be included by the Supplier in the Quality Plan. If a particular section is not applicable, the section still has to be outlined and the reason for the non applicability referenced.

QUALITY PLAN

IDENTIFICATION

REQUIREMENTS

R1. OBJECTIVES AND DELIVERABLES OF THE CONTRACT

R2. RESPONSIBILITIES REQUIREMENTS

R3. PROJECT MANAGEMENT

R4. CONTROL PLAN

R5. RESOURCE MANAGEMENT

5.1. SPECIAL PROCESS QUALIFICATION

5.2. STAFF QUALIFICATION

R6. CONFIGURATION MANAGEMENT

R6.1. MANAGEMENT OF CHANGES AND DEVIATIONS

R6.2. NONCONFORMITY MANAGEMENT

R7. TIME SCHEDULE MANAGEMENT

R8. INFORMATION AND DOCUMENTATION MANAGEMENT

R9. SUBCONTRACTING MANAGEMENT

R10. ASSESSMENT AND VALIDATION MANAGEMENT

R10.1 MEASURING AND TEST EQUIPMENT

R10.2 VALIDATION OF ANALYSIS CODES

R11. ACCEPTANCE AND DELIVERY REQUIREMENTS

R12. RISK MANAGEMENT

R13. HEALTH AND SAFETY

R14. CODES (REGULATORY DOCUMENTS) AND STANDARDS

R15. [OTHER REQUIREMENTS]

[COMPLEMENT SUPPLIER SECTIONS]

A1. [...]

TECHNICAL ANNEXES

T1. [ANNEX ...]

22

8.4. CONTROL PLAN FORM (WORK SCHEDULE)

CONTROL PLAN

[ELECTRONIC TEMPLATE WILL BE MADE AVAILABLE TO THE SUPPLIER]

23

8.5. DEVIATION REQUEST

DEVIATION REQUEST

Section 1 – to be completed by the Supplier