Proof of Concept Agreement
THIS AGREEMENT (the “Agreement”) signed on (insert date)
(“Effective Date”) by:
REDtone Telecommunications SDN BHD, a company duly organized
and existing under the laws of Malaysia (with registration number xxxxxxx),
having its registered place of business at Suite 22-30, 5th Floor, 101 Business
Park, 47000 Puchong Selangor, Malaysia
And,
CHEM FUEL CELL (M) SDN BHD, a company registered under the laws
of Malaysia with its principal place of business at No.33, Jalan 6/118C, Desa
Tun Razak, 58000 Kuala Lumpur, Malaysia
REDtone Telecommunications SDN BHD and CHEM FUEL CELL (M)
SDN BHD are referred to individually as “Party” and collectively as
“Parties”
RECITALS
WHEREAS, REDtone Telecommunications Sdn. Bhd., an integrated
telecommunications service provider catering to niche market segments.
REDtone has evolved from a voice provider to one that offers an extensive
range of services under 4 main categories namely; Telecommunications
Service, Managed Telecommunications Network Services, Managed Value
Added Services, and Mobile Services;
WHEREAS, CHEM FUEL CELL (M) SDN BHD (CHEM (M)), desires to
provide a proof of concept (POC) for the fuel cell, ME2Power Supply
System running with Methanol water and with the terms and conditions as
stated in this agreement.
WHEREAS, REDtone (REDtone) desires to conduct actual demonstration
(“Demo”) of ME2 POWER SYSTEM (“Equipment”) to provide renewable
energy source for its existing base transceiver station (“BTS”) at (…) site
(“Demo Site”);
WHEREAS, REDtone has selected CHEM FUEL CELL (M) SDN BHD to
conduct an equipment demonstration of its Equipment, for a period of thirty
(30) calendar days upon complete installation and commissioning of
Equipment at the Demo Site;
NOW THEREFORE, in consideration of the mutual covenants and
provisions contained herein, the Parties agree as follows:
1. Scope of Works and Responsibilities of Each Party
1.1 Responsibilities of the CHEM FUEL CELL (M) SDN BHD
1.1.1 The supply of the Equipment for demo purpose. The detailed
specification of the ME2 Power Supply System is attached in ANNEX
A: Detailed Specification of ME2 Power System.
1.1.2 To provide installation and commissioning of Equipment at REDtone
Demo Site.
1.1.3 To integrate all necessary equipment to conduct the agreed upon
Acceptance Test Procedure as attached in ANNEX D: Acceptance
Test Procedure for POC.
1.1.4 Dispatch its expert personnel to site to set up and activate the
equipment.
1.1.5 Provide project management support for orderly execution.
1.1.6 Provide qualified technical personnel to operate, log and monitor fuel
cell demo unit for a period of thirty (30) calendar days.
1.1.7 Ensure has no equipment and system or property of REDtone is
damaged or adversely affected as a result of this Demo activity.
1.1.8 Ensures that at its own full expense the proposed ME2 power supply
system shall not in any way affect REDtone network during installation
and the conduct of the Demo activity.
1.1.9 Ensure that the system, and software it supplies poses no safety
hazards to REDtone operation staff, its customers or any other persons.
1.1.10 Bears the cost of operation of the system, including the refueling cost
and the supplied Equipment during the period of the demo.
1.1.11 Inspect to ensure the integrity of the existing grounding system where
the equipment grounding will be connected.
1.2 Responsibilities of REDtone
1.2.1 Provision of site facilities such as sufficient space and proper site
grounding system were in place on site.
1.2.2 Assist in the provision of all supporting documents for CHEM FUEL
CELL (M) SDN BHD to obtain the required permits if needed for the
installation of the equipment, and pay for any incidental permit cost
and fees.
1.2.3 REDtone shall grant site access to CHEM FUEL CELL (M) SDN BHD
for installation, maintenance and other activities related to the
operation of the demo.
1.2.4 Except for the willful acts or omissions of REDtone personnel,
REDtone shall not be liable for any loss or damage to the
equipment/system during the demonstration period.
1.2.5 REDtone to assist with provision of an onsite facilities engineer or
technician during the installation and setting up of the equipment to
provide supervision as CHEM FUEL CELL (M) SDN BHD may need
REDtone’s assistance in identifying the existing grounding loop where
the equipment grounding should be connected.
1.2.6 REDtone shall provide personnel to accompany personnel from CHEM
FUEL CELL (M) SDN BHD for the commissioning and Acceptance Test
Procedure (ATP).
2 Terms and Conditions
2.1 The maximum power consumption of Equipment for each site shall not
exceed 2.5 kW.
2.2 Demo Period
The demonstration period shall be thirty (30) calendar days
commencing from CHEM FUEL CELL (M) SDN BHD written notice of
the completion of installation of the equipment.
2.2.1 The Demo Equipment shall be installed in REDtone BTS site located at
(…), free of charge for occupancy, which CHEM FUEL CELL (M) SDN
BHD will design based on the cell site requirements and specifications.
2.2.2 In the event that the said equipment and materials are functioning
properly and met the cell site requirements and specifications as well as
satisfy REDtone technical and commercial expectations (as attached in
ANNEX D: Acceptance Test Procedure for POC) within one
months (1 months) then REDtone agrees with CHEM FUEL CELL (M)
SDN BHD for a Commercial Deployment of total 39 sites shall be
immediately becomes effective per the quotation submitted as attached
in ANNEX C: Commercial Deployment Quotation.
2.2.3 Failure of CHEM FUEL CELL (M) SDN BHD to provide concrete result
based on agreed technical and commercial parameters, REDtone shall
assist in the removal and returning process of the Equipment to CHEM
FUEL CELL (M) SDN BHD without any charges.
2.2.4 Subsequent to the effective of REDtone enter into Commercial
Deployment agreement of the ME2 POWER SUPPLY SYSTEM to
CHEM FUEL CELL (M) SDN BHD, CHEM (M) are responsible for the
after sales support and warranty within the period of five (5) years from
the date of acceptance.
2.2.5 Payment shall be made in accordance to terms & conditions in
ANNEX B: Proof of Concept Quotation.
2.2.6 Ownership of equipment shall remain with CHEM FUEL CELL (M)
SDN BHD during and after the demo period.
2.3 Test Equipment
CHEM FUEL CELL (M) SDN BHD shall supply all testing instruments
and special tools to perform the demo, which are to be mutually agreed
by REDtone and CHEM FUEL CELL (M) SDN BHD prior to the
commencement of the demo. All such testing instrument and tools
shall remain the property of CHEM FUEL CELL (M) SDN BHD
2.4 CHEM has the right to change the specifications of the Equipment
without any prior notice to REDtone.
3 Price, Invoicing, Terms of Payment and Payment Schedule
3.1 If REDtone agrees to enter the commercial deployment, REDtone shall
pay the down payment in advance for project initiation to CHEM FUEL
CELL (M) SDN BHD as attached in ANNEX C: Commercial
Deployment Quotation.
3.2 REDtone shall pay CHEM FUEL CELL (M) SDN BHD for the
Equipment Leasing and Managed Energy Services supplied for 39 sites.
3.3 REDtone shall pay CHEM FUEL CELL (M) SDN BHD for the
Equipment Leasing and Managed Energy Services every quarter in
advance after the Acceptance Test Procedure for Commercial
Deployment as attached in ANNEX F: Acceptance Test Procedure
for Commercial Deployment (includes: Pre-Installation Site
Information Checklist, ME2POWER System Setup Checklist,
ME2POWER System Parameter Check List, ME2POWER Operation
Checklist and Remote communication test).
3.4 CHEM FUEL CELL (M) SDN BHD shall agree to provide Service Level
as attached in ANNEX E: Service Level.
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement
through their respective authorized representatives as of the date written
above.
REDtone Telecommunications
SDN. BHD.
CHEM FUEL CELL (M) SDN
BHD
BY: ______________________ BY: ______________________
ANNEXES:
ANNEX A: Detailed Specification of ME2 Power System
ANNEX B: Proof of Concept Quotation
ANNEX C: Commercial Deployment Quotation
ANNEX D: Acceptance Test Procedure for POC
ANNEX E: Service Level
ANNEX F. Acceptance Test Procedure for Commercial Deployment
Annex A. Detailed Specification of ME2 Power Supply System
Rated Power 5kW
Operating Load 2.5kW
Voltage 48V DC
Voltage range 48~56V DC
Size (L*W*H) 1.35 X 1.15 X 1.76m
Case Material Aluminum Alloy
Weight (Fuel not
included)
295kg
Fuel Methanol water (ME
Plus)
Fuel Tank Capacity 225 L(±193kg)
Operating ambient
temperature
Standard type -5 ~ 46°C
Communication SNMPv2c, dry contact
and optional wireless
monitoring
Standard
Certification
CE, ANSI/CSA FC-1,
Telcordia GR-63-CORE
Seismic Zone 4
Operation time
(225L fuel tank)
2kW output rate 100 hrs,
or 5kW output rate 40
hrs
Noise index
概念協定證明本協定 ("協定") 簽訂 (插入日期)("生效日期") 的:REDtone 電信 SDN BHD,正式組織公司和現有根據馬來西亞法律 (與登記號碼 xxxxxxx),在套房 22-30,5 樓 101 業務及其註冊營業地點公園,47000 蒲種雪蘭莪州馬來西亞,化學燃料電池 (M) SDN BHD,根據法律註冊的公司其主要營業地點的 33 號,Jalan 6/118 C、 經社部在馬來西亞的敦拉薩,58000 吉隆坡馬來西亞REDtone 電信 SDN BHD 和化學燃料細胞 (M)SDN BHD 單獨稱為"一方",統稱為"締約方"演奏會鑒於,REDtone 電信爰,綜合電信服務提供者餐飲利基市場區隔。REDtone 已從語音供應商之一,提供廣泛各種服務以下 4 個主要類別即;電信服務,託管電信網路服務,託管的值增值的服務和移動通訊服務;而化學燃料細胞 (M) SDN BHD (CHEM (M)) 的渴望燃料電池,ME2Power 供應提供證明的概念 (POC)系統運行甲醇水和條款與條件本協定所述。而 REDtone (REDtone) 的欲望進行實際示範("Demo") 的 ME2 電力系統 ("設備"),提供可再生能源為其現有基站收發信台 ("輸血服務中心") 遺址 (......) 的("演示網站");而 REDtone 已選化學燃料細胞 (M) SDN BHD 向進行其設備,為期三十裝備論證(30) 個日曆日內完成安裝和調試在該演示網站; 設備因此,考慮到相互之間的約定和本協定所載的規定,各方達成協議如下:1.工程規模和各方的責任1.1 化學燃料電池 (M) SDN BHD 責任1.1.1 為演示目的設備供應。詳細ME2 電力供應系統的規格已附在附件答: 詳細規範 ME2 電力系統。1.1.2 提供安裝和調試設備,REDtone演示網站。1.1.3 對整合所有必要的設備進行商定後接受度測試程式所附附件 d: 接受POC 的試驗程式。1.1.4 派遣其專家的人員到現場設置和啟動設備。1.1.5 為有序執行提供專案管理支援。1.1.6 提供合格的技術人員操作,日誌和監視燃料儲存格示範單位,為期三十 30 個日曆日。1.1.7 確保並無任何裝備和系統或 REDtone 屬性是損壞或由於此演示活動產生不利影響。1.1.8 確保在其自身全部費用建議 ME2 供電電源system shall not in any way affect REDtone network during installationand the conduct of the Demo activity.1.1.9 Ensure that the system, and software it supplies poses no safetyhazards to REDtone operation staff, its customers or any other persons.1.1.10 Bears the cost of operation of the system, including the refueling costand the supplied Equipment during the period of the demo.1.1.11 Inspect to ensure the integrity of the existing grounding system wherethe equipment grounding will be connected.1.2 Responsibilities of REDtone1.2.1 Provision of site facilities such as sufficient space and proper sitegrounding system were in place on site.1.2.2 Assist in the provision of all supporting documents for CHEM FUELCELL (M) SDN BHD to obtain the required permits if needed for theinstallation of the equipment, and pay for any incidental permit costand fees.1.2.3 REDtone shall grant site access to CHEM FUEL CELL (M) SDN BHDfor installation, maintenance and other activities related to theoperation of the demo.1.2.4 Except for the willful acts or omissions of REDtone personnel,REDtone shall not be liable for any loss or damage to theequipment/system during the demonstration period.1.2.5 REDtone to assist with provision of an onsite facilities engineer ortechnician during the installation and setting up of the equipment toprovide supervision as CHEM FUEL CELL (M) SDN BHD may needREDtone’s assistance in identifying the existing grounding loop wherethe equipment grounding should be connected.1.2.6 REDtone shall provide personnel to accompany personnel from CHEMFUEL CELL (M) SDN BHD for the commissioning and Acceptance TestProcedure (ATP).2 Terms and Conditions2.1 The maximum power consumption of Equipment for each site shall notexceed 2.5 kW.2.2 Demo PeriodThe demonstration period shall be thirty (30) calendar dayscommencing from CHEM FUEL CELL (M) SDN BHD written notice ofthe completion of installation of the equipment.2.2.1 The Demo Equipment shall be installed in REDtone BTS site located at(…), free of charge for occupancy, which CHEM FUEL CELL (M) SDNBHD will design based on the cell site requirements and specifications.2.2.2 In the event that the said equipment and materials are functioningproperly and met the cell site requirements and specifications as well assatisfy REDtone technical and commercial expectations (as attached inANNEX D: Acceptance Test Procedure for POC) within onemonths (1 months) then REDtone agrees with CHEM FUEL CELL (M)SDN BHD for a Commercial Deployment of total 39 sites shall beimmediately becomes effective per the quotation submitted as attachedin ANNEX C: Commercial Deployment Quotation.2.2.3 Failure of CHEM FUEL CELL (M) SDN BHD to provide concrete resultbased on agreed technical and commercial parameters, REDtone shallassist in the removal and returning process of the Equipment to CHEMFUEL CELL (M) SDN BHD without any charges.2.2.4 Subsequent to the effective of REDtone enter into CommercialDeployment agreement of the ME2 POWER SUPPLY SYSTEM toCHEM FUEL CELL (M) SDN BHD, CHEM (M) are responsible for theafter sales support and warranty within the period of five (5) years fromthe date of acceptance.2.2.5 Payment shall be made in accordance to terms & conditions inANNEX B: Proof of Concept Quotation.2.2.6 Ownership of equipment shall remain with CHEM FUEL CELL (M)SDN BHD during and after the demo period.2.3 Test EquipmentCHEM FUEL CELL (M) SDN BHD shall supply all testing instrumentsand special tools to perform the demo, which are to be mutually agreedby REDtone and CHEM FUEL CELL (M) SDN BHD prior to thecommencement of the demo. All such testing instrument and toolsshall remain the property of CHEM FUEL CELL (M) SDN BHD2.4 CHEM has the right to change the specifications of the Equipmentwithout any prior notice to REDtone.3 Price, Invoicing, Terms of Payment and Payment Schedule3.1 If REDtone agrees to enter the commercial deployment, REDtone shallpay the down payment in advance for project initiation to CHEM FUELCELL (M) SDN BHD as attached in ANNEX C: CommercialDeployment Quotation.3.2 REDtone shall pay CHEM FUEL CELL (M) SDN BHD for theEquipment Leasing and Managed Energy Services supplied for 39 sites.3.3 REDtone shall pay CHEM FUEL CELL (M) SDN BHD for theEquipment Leasing and Managed Energy Services every quarter inadvance after the Acceptance Test Procedure for Commercial
Deployment as attached in ANNEX F: Acceptance Test Procedure
for Commercial Deployment (includes: Pre-Installation Site
Information Checklist, ME2POWER System Setup Checklist,
ME2POWER System Parameter Check List, ME2POWER Operation
Checklist and Remote communication test).
3.4 CHEM FUEL CELL (M) SDN BHD shall agree to provide Service Level
as attached in ANNEX E: Service Level.
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement
through their respective authorized representatives as of the date written
above.
REDtone Telecommunications
SDN. BHD.
CHEM FUEL CELL (M) SDN
BHD
BY: ______________________ BY: ______________________
ANNEXES:
ANNEX A: Detailed Specification of ME2 Power System
ANNEX B: Proof of Concept Quotation
ANNEX C: Commercial Deployment Quotation
ANNEX D: Acceptance Test Procedure for POC
ANNEX E: Service Level
ANNEX F. Acceptance Test Procedure for Commercial Deployment
Annex A. Detailed Specification of ME2 Power Supply System
Rated Power 5kW
Operating Load 2.5kW
Voltage 48V DC
Voltage range 48~56V DC
Size (L*W*H) 1.35 X 1.15 X 1.76m
Case Material Aluminum Alloy
Weight (Fuel not
included)
295kg
Fuel Methanol water (ME
Plus)
Fuel Tank Capacity 225 L(±193kg)
Operating ambient
temperature
Standard type -5 ~ 46°C
Communication SNMPv2c, dry contact
and optional wireless
monitoring
Standard
Certification
CE, ANSI/CSA FC-1,
Telcordia GR-63-CORE
Seismic Zone 4
Operation time
(225L fuel tank)
2kW output rate 100 hrs,
or 5kW output rate 40
hrs
Noise index <65dB @ 1 m
Annex B. Proof of Concept Quotation
Customer : REDtone Telecommunications SDN. BHD.
Quotation No :
Date :
Item : Proof of Concept for Telecommunication System with
Operating Load less than 2.5 kW for 720 hours (30
calendar days)
NO DESCRIPTION
TOTAL PRICE
(MYR)
1
Fuel Cell 5 kW System (ME2Power) Leasing Price as
specified at annex A 3,769.00
2 Managed Energy Services (including fuel) 4,353.00
Subtotal 8,122.00
GST (6%) 487.30
Total 8,609.30
Terms & Conditions:
1. Payment: The payment shall be made within 7 (seven) days after the
effective of this agreement.
2. Delivery: The procurement and installation of the ME2Power System shall
be completed within 45 working days from the date CHEM Fuel Cell
Malaysia receives down payment.
3. Validity: Valid until 30th November 2015.
4. Above quote price is based on a 5 years SLA Lease Service program, that it
are amortized on monthly basis for a total period of 60 months from the
effective date.
5. The quoted hereinabove only applied to POC demo unit, and payable to
CHEM Fuel Cell (M) SDN BHD on monthly in advance shall Customer
satisfies the outcome of POC performance which
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