S240202017 - HS Ring Deflector - CMD Millrex 22 Gearbox

EXPORT DEPARTMENT
Mongla Cement Factory

Burirdanga, Mongla
Bagerhat
Bangladesh
Our Ref.: S240202017

Your Ref.: Your requirement dated 15/04/2024
Monday 22nd April 2024
For the Attention of Mr. Nuruzzaman
TECHNICAL / COMMERCIAL PROPOSAL

FOR THE SUPPLY OF
HS ring deflector for CMD Millrex M22

gearbox
As per previous CMD order ref.
21/14000128
36, Avenue de l’Europe, Immeuble “L’Etendard” - B.P.43 – 78142 VÉLIZY-VILLACOUBLAY Cedex – FRANCE
Tél. 33 (0) 1.34.63.12.24 – Fax 33 (0) 1.34.63.12.12 – Export Fax 33 (0) 1.34.63.12.45
E-mail : contact@cmdgears.com – Sites web : www.cmdgears.com www.cmd-couplings.com
Compagnie ENGRENAGES et RÉDUCTEURS MESSIAN-DURAND – S.A. Capital 10.000.000 €

Siège Social : 539, Avenue du Cateau – 59400 CAMBRAI (France) – R.C.S. CAMBRAI B 775.708.225
EXPORT DEPARTMENT
A. Technical and Commercial offer
Unit Price Total Price

Item Qty Designation
(in EUR) (in EUR)
HS ring deflector
1. 2
As per drawing 2644207, rep. 2 3 000 € 6 000 €
Total Price in EUR – CPT Dhaka Airport 6 000 €
Notes:
The material will be properly packed for Seaworthy Transportation (SEI4C)

EXPORT DEPARTMENT
B. Terms & Conditions of Supply
1. Delivery Times
6 months EXW our factory
The delivery period for the Product starts from the moment our Company accepts the
order and upon payment of the first down payment by the Client. Any delay in delivery
by the Client of drawings or of any information whatsoever or in any payment will
suspend the manufacture of the Products and will consequently extend the delivery date
at least accordingly.
Our Company shall not be held liable for the deadline’s respect due to supply difficulties
related to current shortages of raw materials. As a consequence, our Company reserves
the right to revise the delivery time at any time depending on the supply time. Our
Company shall not be liable for any delay due to this shortage.
2. Placement of Order
Order should be issued in favor of Compagnie Engrenages et Réducteurs Messian Durand

at the following address:
Compagnie Engrenages et Réducteurs Messian Durand

539 Avenue du Cateau
59400 Cambrai
France
3. Payment Terms
100% advance payment at time of order against our advance payment invoice.
All payment exclusively by wire transfer in favour of CMD in France.
Any delay in payment shall automatically make late payment penalties of 10 points of
the ECB rate payable, without prior notice. An administrative flat fee of EUR 40 for
recovery costs will apply to any late payment, without this flat fee precluding a
request for payment of the costs actually incurred, should they prove to be higher.
Our Company reserves the right at any time to modify the terms of payment, in
particular to demand advance payment in the event of any non-payment on due date,
including for any other Order, or in the event of a deterioration in the cover of the
credit insurer or the opening of insolvency or bankruptcy proceedings relating to the
Client, provided that the applicable law permit it.
4. ISO 9001-2015 Certified

EXPORT DEPARTMENT
CMD has been approved by Lloyd’s Register Quality Assurance to the Quality
Management System Standards applicable to:
« Design, manufacturing and maintenance in workshop of mechanical gear units and
couplings ensuring speed transmission and variation ».
5. Liability
a. Our liability is limited for whatever cause, except for the personal injury
and gross negligence, to direct material damages. In any way our liability
is limited to the amount of the payment received by our Company for the
Products under which our liability arose.
b. Our Company’s liability shall in no way cover consequential and indirect

damages, including, without being limited, loss of business, loss of profits,
loss of opportunity, commercial loss, revenue shortfall, claims from third
parties etc.
c. The Parties expressly agree to exclude any legal warranty, such as the
guarantee of latent defects and the guarantee of defective products if the
applicable law permit it.
d. The Client undertakes to guarantee and hold harmless our Company

against any third parties’ or its own insurers’ direct and indirect claims
related to the fulfilment of our obligations arising from this Offer or any
order resulting therefrom, and which contravenes the conditions and
limitation of responsibility of this clause.
e. Our Company is not responsible for any information provided by the Client
which is incorrect or is protected by a third party's intellectual property
right. The Client remains responsible regarding the industrial result it
seeks and for any omission in the information it gives.
f. The Client guarantees our Company against all the consequences arising
from infringement proceedings concerning the use of data or drawings
that it transmitted.
g. The Client is responsible for implementing the Products under normal and
foreseeable conditions of use, and in accordance with the legislation on
safety and environmental issues in force at the site of use, as well as with
the rules of use of its profession and with any recommendations by our
Company.
h. If the Client orders to our Company to install Client’s accessories on the

Products, the Client remains responsible for the conformity of these
accessories. Our Company will only check if the accessories on the
Products seem fittable, at the time of their reception on our site, provided
that the Client has provided, at the latest 15 working days before the
reception of the said accessories, the completeness of the drawings and

EXPORT DEPARTMENT
technical documentation necessary for this verification. Our Company

shall in no event be held liable for any defect in the accessories, in
particular quality and dimensions aspects, our liability is limited to verify
the suitability of the accessories.
6. Warranty
a. The conformity of our Products with the specifications and drawings is

warranted during twelve months (12) starting from the date of installation
of the Products, provided that the total period of warranty does not exceed
eighteen (18) months after making the Products available or delivered,
according to the agreed Incoterms (the date of the delivery documents
shall be regarded as constituting proof).
b. The warranty ceases to be valid automatically:

i. In the event of a damage resulting from poor maintenance or lack
of maintenance or lack of inspection or incorrect installation made
by the Client or a third party, and in general resulting from any
handling that does not conform to the contractual specifications or
to the standard practice of the profession.
ii. For the defects resulting, either in whole or in part, from normal
wear and tear of the Product, from the deteriorations or accidents
attributable to the Client or to a third party.
iii. For the patent defects which have not been subject to an express
reclamation by the Client upon the delivery of the Product.
iv. In the event of a damage resulting from parts supplied by the
Client and embedded in the Product as requested by the Client.
v. In the event of any acts or changes on the Products by the Client
or a third party.
vi. In the event of Force Majeure.
vii. In the event of any non-payment, even partial.
c. If the supervision of erection is undertaken directly by the Client or by a

third-party, the Client shall send to our Company all erection and
commissioning reports in the following 3 months of the commissioning.
Failure to do so will automatically exclude our warranty. The erection and
commissioning report will only be kept for documentation. Our Company
will not be under any obligation to provide advice as a result of these
reports.
d. In the event of any difficulty in reaching the erection’s tolerances, whether

these are directly from the Client or are transmitted by our Company, the
Client must inform our Company immediately, and within 3 working days
at the latest of discovering the problem. Failure to do so will automatically
exclude our warranty.

EXPORT DEPARTMENT
e. The warranty ceases if the Client make impossible or difficult any

possibility of expertise on- or out site, which is required to determine the
origin of a claim for defect made by the Client against our Products.
f. To invoke the warranty, the Client shall address to our Company, without
delay and by writing, all the defects attributed to the Products and provide
all supporting documents in respect of the reality of such defects, and
transmit all information and documents required by our Company. The
Client shall facilitate the work of our Company to investigate the causes
of the malfunction and to find a solution. Unless expressively approved by
our Company, the Client shall not attempt to carry out the repair
operations itself or to have these carried out by a third party.
g. If the origin of the Products’ defect cannot be ascertained in an adequate

time for the Client, the Client is entitled to a repair or replacement of the
Product after issuing a purchase order to our Company, which will be
charged to either Party, depending on the technical report conclusion.
h. After the Client’s reclamation has been received, it is up to our Company

to remedy the defects at its own expenses and with due diligence (travel
expenses on site, time spent in preliminary work are excluded from the
coverage). In order to fulfil its obligations, our Company reserves the right
to choose between the repair of the Product, the delivery of a new Product
and the refund of part or all of the Client’s payment.
i. Unless otherwise written agreed, the reparation doesn’t entitle the Client
to a warranty other than the good performance of the reparation.
j. If the repair operations, given the nature of the Product, has to be

conducted somewhere else than our workplace, our Company shall cover
the labour costs of the such repair excluding the site visits costs, the time
spent on the preliminary work or for the disassembly and reassembly
operations made necessary by the conditions of use or of implementation
of the Product and concerning any element not included in the original
delivery.
k. The cost of returning the repaired or replaced Product shall be at the

Client’s own expenses.
l.
7. Transfer of risks and ownership
a. The Incoterms (ICC 2020 Edition), chosen by the Parties in the Purchase
Order, determines the transfer of risks. In the absence of such choice, the
Incoterms (ICC 2020 Edition) shall be EXW Cambrai (FR).
CPT Dhaka Airport

EXPORT DEPARTMENT
b. If the dispatch or the acceptance is delayed or omitted as a result of

circumstances for which our Company is not responsible, the risk shall
pass to the Client on the day of notification of readiness for acceptance or
delivery, without prior notice. In such case, the Client is obliged to insure
the Product at its own expense. Our Company reserves also the right to
claim for the complete and immediate payment of the Order after 15 days
following the notification of readiness, which has remained unsuccessful.
c. Even after the transfer of risks, our Company remains the owner of the
Product and of the Deliverables until full payment has been made. The
Client undertakes to preserve and to ensure the rights of our Company on
the Product and the Deliverables, including our right to claim them,
notwithstanding the resale of the Product, its embedding or its
transformation, subject to the applicable law.
8. Liquidated Damages
a. In case of delay solely caused by our Company, and after the unsuccessful
expiry of a grace period of 2 weeks granted to our Company, the Client is
entitled to claim for the payment of liquidated damages for 0,25% of the
value (excl. tax) of the delayed Product for each full week of delay. The
total amount of liquidated damages shall not exceed 2,5% of the amount
of the delayed Product (excl. tax).
b. The liquidated damages are deemed as lump sum indemnities for non-
fulfilment of the delivery date and its consequences. The liquidated
damages represent the Client’s sole and entire claim for indemnity for
delay. The Client waives all other claims for delay in delivery and its
consequences.
c. Under no circumstances will liquidated damages apply in the event of

delays due to supply difficulties relating to current shortages
9. Confidentiality
All the information provided to the Client as part of our offers are confidential. In
case the Client put an order following our offer, any information, data, drawings or
know-how whatsoever, especially information of industrial, technical and commercial
nature that our Company will provide or lend to the Client or that comes directly or
indirectly to its knowledge, even incidentally, during the business relationship
regarding the order will also be treated as confidential, whether this communication
is made orally or in written or by any other way, howsoever stored (including but not
limited to: paper base, magnetic medium and electronical support). In this regard,
the Client is not entitled to use this information nor to authorize the use of these, for
other purpose than the consideration of our offers or the Client’s performance of its
obligation regarding a potential order placed with our Company. The Client shall

EXPORT DEPARTMENT
protect the information using the same standard of care that it uses to protect its
own confidential information from disclosure. The Client shall not copy or reproduce
the information by any means of reproduction or disclosure whatsoever, except for
what is strictly necessary to the consideration of our offers or the Client’s
performance of its obligation regarding a potential order placed with our Company.
Our Company may require at first request the destruction of the documents
containing Confidential Information and the proof of this destruction. The obligations
in the present clause “Confidentiality” come into effect when the current document
is sent by our Company and will stay effective during ten (10) years after the end of
the relationship between the Parties.
10.Intellectual Property
a. Our Company retains the exclusive ownership on all our studies, know-
how, software, research, patents, elements, and all the intellectual
property rights attached to them, which are necessary for the performance
of the Contract, excluding the documents required for the use of the
Products (“Deliverables”) for which the Client receives a right to use,
limited to the use and maintenance of our Products, and the material
property. Especially our Company’s studies and know-how, even if
realized on the basis of specifications and improving the Products’ use
value, remain exclusively our property and cannot be disclosed, used or
reproduced without our written consent.
b. These documents shall not be used by the Client for any other purpose
than for this Contract, nor be communicated to a third party without our
prior consent.
11.Change, Suspension, Ceasing and Termination
a. Any change to the initial Order requested by the Client, subject that such
change is possible regarding the manufacturing progress, shall be agreed
by the Parties about its consequences, especially for the price and delivery
time.
b. The Client may suspend performance of the Order for a specified period,
or terminate it wholly or partly, without cause, by giving our Company 15
working days’ prior written notice.
c. During the period of suspension, the risks are transferred to the Client,
who must pay all direct costs incurred by our Company within 15 days
after notification of suspension. In addition, an indemnity for suspension
of 1,5 % of the amount of the Order per week of suspension will be
invoiced and paid monthly by the Client. The delivery date shall be
extended during the suspension period for a period at least equivalent to
the duration of the suspension.

EXPORT DEPARTMENT
d. In case of termination for any reason other than the breach of one of our
essential obligations, the Client must pay all reasonable direct costs
incurred by our Company and penalties for termination of 30 % of the
amount of the Order.
12.Interpretation
In the event of any conflict or doubt concerning the interpretation between the
documents parts of the Contract, the conditions stipulated in the current Particular
conditions and our general conditions shall prevail over the Client’s general
conditions.
13.Governing law and jurisdiction
a. Unless expressly agreed otherwise, the current Particular conditions and

the related orders are governed by the law of France. The choice between
the Parties of another applicable law shall not affect the validity of the
other conditions of this Offer.
b. All disputes arising out of or in connection with the existence,

interpretation or performance of these Particular Conditions and all related
contracts/orders, shall be settled, in case of failure of any attempt at a
settlement agreement, by proceedings under the ICC Mediation Rules. If
the dispute has not been settled pursuant to the said Rules within ninety
(90) days following the filing of a Request for Mediation or within such
other period as the parties may agree in writing, such dispute shall
thereafter be finally settled by the exclusive jurisdiction of the Commercial
Court of the place of our Company’s head office, notwithstanding plurality
of claimants or defendants, even for emergency, protective, summary,
preliminary, on-demand proceedings or proceedings involving the
introduction of third parties.
14.Offer’s validity
a. Our Company reserves the right to refuse the Client’s Order:

i. In the event of refusal by our credit insurer to cover the risk on
Client’s Order;
ii. In case of risks related to the Client’s solvency;
iii. In case of national, European or, more generally, international
sanctions, related to the Client itself, one of its shareholders or
managers, to the country of its establishment or to the goods
covered by this Offer;
iv. In the event of any refusal of export authorisation by the
competent customs authorities.
v. Offer valid for 30 days.
15.Compliance

EXPORT DEPARTMENT
a. The Client shall ensure that the markets, the end clients and/or the end
use of the Product for which the Client has requested our Company’s
services are not subject to any sanctions, including but not limited to,
national, European, international (UN), American (OFAC) or any other
applicable sanctions.
b. The Client shall ensure compliance with the rules and practices in terms
of trade and in particular, without this list being exhaustive, the absence
of corrupt practices to obtain the said contracts.
c. Each Party shall be responsible for preserving and safekeeping the
Personal Information transferred by the Other Party regarding its
employees, and shall comply with and observe national and international
rules of protection of personal data, including, the General Data Protection
Regulation (GDPR) – No.2016/679 of the European Parliament.
16.Hardship
This Offer is being made during a period of multiple crises, including the global
COVID-19 crisis, the Russian-Ukrainian crisis and the various sanctions resulting
therefrom, leading to apparent price instability, shortages of raw materials, ongoing
gas supply difficulties and energy price volatility. However, our Company is not able
to predict the evolution of these crises, the governmental, European or international
decisions that may be taken in the future, as well as the impact that these crises
could have on the performance of our obligations. Thus, the delivery time and price
mentioned in our offer and in any order, that may result from it, may be subject to
a significant increase, in particular due to the degraded operation of our premises,
supply problems and volatility of prices of suppliers and subcontractors. In such
circumstances, our Company may not be held liable for failure to meet the initially
agreed deadline or for an increase in our prices. Our Company undertakes to inform
the Client as soon as possible of any possible impact on our delivery times or prices.
In general, in the event of a disruption in the contractual conditions the Parties agree
to negotiate in good faith in order to reach an agreement, especially, without being
limited, on a possible modification of the delivery time and/or price.
Please contact CMD for any further information or clarification you may need.
Best regards,
Robin DUGOUCHET
Area Sales Manager – FCMD India
robin.dugouchet@fcmdindia.com


S240202017 - HS Ring Deflector - CMD Millrex 22 Gearbox

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EXPORT DEPARTMENT

Mongla Cement Factory

Our Ref.: S240202017

Monday 22nd April 2024

For the Attention of Mr. Nuruzzaman

TECHNICAL / COMMERCIAL PROPOSAL

HS ring deflector for CMD Millrex M22

Compagnie ENGRENAGES et RÉDUCTEURS MESSIAN-DURAND – S.A. Capital 10.000.000 €

A. Technical and Commercial offer

Unit Price Total Price

Total Price in EUR – CPT Dhaka Airport 6 000 €

The material will be properly packed for Seaworthy Transportation (SEI4C)

Compagnie ENGRENAGES et RÉDUCTEURS MESSIAN-DURAND – S.A. Capital 10.000.000 €

B. Terms & Conditions of Supply

6 months EXW our factory

Order should be issued in favor of Compagnie Engrenages et Réducteurs Messian Durand

Compagnie Engrenages et Réducteurs Messian Durand

All payment exclusively by wire transfer in favour of CMD in France.

4. ISO 9001-2015 Certified

Compagnie ENGRENAGES et RÉDUCTEURS MESSIAN-DURAND – S.A. Capital 10.000.000 €

b. Our Company’s liability shall in no way cover consequential and indirect

d. The Client undertakes to guarantee and hold harmless our Company

h. If the Client orders to our Company to install Client’s accessories on the

Compagnie ENGRENAGES et RÉDUCTEURS MESSIAN-DURAND – S.A. Capital 10.000.000 €

technical documentation necessary for this verification. Our Company

a. The conformity of our Products with the specifications and drawings is

b. The warranty ceases to be valid automatically:

c. If the supervision of erection is undertaken directly by the Client or by a

d. In the event of any difficulty in reaching the erection’s tolerances, whether

Compagnie ENGRENAGES et RÉDUCTEURS MESSIAN-DURAND – S.A. Capital 10.000.000 €

e. The warranty ceases if the Client make impossible or difficult any

g. If the origin of the Products’ defect cannot be ascertained in an adequate

h. After the Client’s reclamation has been received, it is up to our Company

j. If the repair operations, given the nature of the Product, has to be

k. The cost of returning the repaired or replaced Product shall be at the

7. Transfer of risks and ownership

CPT Dhaka Airport

Compagnie ENGRENAGES et RÉDUCTEURS MESSIAN-DURAND – S.A. Capital 10.000.000 €

b. If the dispatch or the acceptance is delayed or omitted as a result of

c. Under no circumstances will liquidated damages apply in the event of

Compagnie ENGRENAGES et RÉDUCTEURS MESSIAN-DURAND – S.A. Capital 10.000.000 €

11.Change, Suspension, Ceasing and Termination

Compagnie ENGRENAGES et RÉDUCTEURS MESSIAN-DURAND – S.A. Capital 10.000.000 €

13.Governing law and jurisdiction

a. Unless expressly agreed otherwise, the current Particular conditions and

b. All disputes arising out of or in connection with the existence,

a. Our Company reserves the right to refuse the Client’s Order:

Compagnie ENGRENAGES et RÉDUCTEURS MESSIAN-DURAND – S.A. Capital 10.000.000 €

Compagnie ENGRENAGES et RÉDUCTEURS MESSIAN-DURAND – S.A. Capital 10.000.000 €

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