ห้าเงื่อนไข SLA ที่ห้ามละเว้นสำหรับ Critical Production Plants: คู่มือ Model Contract Language สำหรับ Procurement
Five Non-Negotiable SLA Clauses for Critical Plants — with RFQ-Ready Contract Language

RESPONSE-TIME TIER SCHEDULE

Vendor shall respond to service events according to the following tier schedule, with response time
measured from the time of written or telephonic notification by Customer to Vendor:

(a) Tier 1 — Critical Failure: Equipment has ceased operation and no qualified backup unit is
operational. RESPONSE TIME: two (2) hours. Response shall include either on-site attendance
by a qualified service engineer or remote diagnosis resulting in a documented action plan.

(b) Tier 2 — Urgent Fault: Equipment is operating at less than eighty percent (80%) of rated
capacity, or an active alarm condition exists that, if unresolved, will result in Critical Failure
within twelve (12) hours. RESPONSE TIME: four (4) hours. Response shall include remote
diagnosis and a written corrective-action plan delivered to Customer.

(c) Tier 3 — Standard Service: Minor faults, alarm conditions not affecting rated output, and
scheduled preventive maintenance. RESPONSE TIME: eight (8) hours on the next business day
following notification. Preventive maintenance events require a minimum of forty-eight (48)
hours’ advance notice to Customer and shall be conducted within a maintenance window agreed
in writing.

“Response” in all tiers means the commencement of active diagnostic or remedial action, not
merely the acknowledgment of notification. Failure to meet Tier 1 or Tier 2 response times
shall trigger the Liquidated Damages provisions in Clause [X].

REPLACEMENT-UNIT GUARANTEE

If Vendor fails to return the failed Equipment to full operational condition within twenty-four (24)
hours from the time of Tier 1 notification (as defined in the Response-Time Tier Schedule), Vendor
shall deliver a fully commissioned replacement unit to the Customer’s site at Vendor’s sole cost and
expense within a further twelve (12) hours (aggregate: thirty-six (36) hours from initial notification).

The replacement unit shall meet or exceed the following minimum specifications:
(i) rated volumetric flow: not less than [RATED FLOW — to be completed by Procurement] NM³/hr;
(ii) rated pressure differential: not less than [RATED PRESSURE] mbar;
(iii) air quality class: ISO 8573-1:[YEAR] Class [CLASS] for oil-aerosol concentration.

Vendor is responsible for all transportation, installation, and commissioning of the replacement unit.
Downtime hours that exceed the thirty-six (36) hour threshold shall accrue Liquidated Damages as
set out in Clause [X], irrespective of whether a replacement unit has been delivered.

LIQUIDATED DAMAGES

The parties agree that the actual damage arising from Vendor’s failure to meet the SLA obligations
set out in this Schedule would be difficult to quantify precisely. Accordingly, the following
Liquidated Damages represent a genuine pre-estimate of the loss Customer would suffer:

(a) Response-Time Breach (Tier 1 and Tier 2): For each full hour by which Vendor’s response
exceeds the applicable Tier response time, Customer shall be entitled to a credit of
one-half of one percent (0.5%) of the Monthly Rental Fee, commencing from the expiry
of the applicable response-time window. Maximum aggregate LD under this sub-clause
shall not exceed ten percent (10%) of the Monthly Rental Fee per incident.

(b) Replacement-Unit Breach: LD under sub-clause (a) shall continue to accrue during any
period of Replacement-Unit non-availability beyond the thirty-six (36) hour threshold.
LD ceases to accrue on the hour the replacement unit achieves operational commissioned status.

(c) Uptime SLA Breach: Where Vendor’s documented uptime for Equipment in any calendar month
falls below the Guaranteed Uptime percentage specified in Schedule B, Customer shall receive
a pro-rata service credit calculated as: (Guaranteed Uptime % − Actual Uptime %) × Monthly
Rental Fee × 1.5 (multiplier for critical-plant application).

(d) Aggregate Cap: Total LD payable under this Clause shall not exceed fifteen percent (15%)
of the Annual Contract Value. This cap does not limit Customer’s right to terminate for
cause under Clause [X].

LD credits shall be applied against the next monthly invoice. Payment of LD does not constitute
an admission of liability by Vendor, nor does it limit Customer’s rights to pursue actual damages
in excess of the cap where permitted by law.

FORCE MAJEURE — CRITICAL PLANT CARVE-OUT

Notwithstanding any general force majeure provision in this Agreement, the following events shall
NOT constitute Force Majeure for the purposes of Vendor’s SLA obligations under this Schedule:

(i) Shortage, delay, or unavailability of spare parts, consumables, or replacement units where
Vendor, exercising reasonable planning and prudent inventory management, could have
maintained adequate stock to meet its SLA obligations;

(ii) Failure or fault of any Equipment arising from normal wear and tear, inadequate preventive
maintenance, or causes attributable to Vendor’s own acts or omissions;

(iii) Failure, default, or delay by any subcontractor, sub-supplier, or third party engaged by
Vendor to perform any part of its SLA obligations, where such third party was selected and
managed by Vendor;

(iv) Fluctuations in currency exchange rates, material costs, or labour costs that affect Vendor’s
cost of performance but do not prevent performance;

(v) Congestion, restrictions, or delays on public roads or transportation networks that are
reasonably foreseeable given the geographic location of the Customer’s site and Vendor’s
declared service coverage zone.

For clarity, Force Majeure under this Agreement is limited to events that are unforeseeable, outside
the reasonable control of Vendor, and which Vendor could not have prevented or mitigated by
reasonable advance planning. Vendor shall notify Customer in writing within four (4) hours of becoming
aware of any Force Majeure event, failing which Vendor may not rely on Force Majeure as an excuse
for SLA non-performance.

PERFORMANCE BOND

Prior to the Equipment Delivery Date, Vendor shall provide Customer with a Performance Bond in
the form of an unconditional bank guarantee or standby letter of credit, issued by a reputable
bank acceptable to Customer, in an amount equal to ten percent (10%) of the Annual Contract Value
(“Performance Bond Amount”).

The Performance Bond shall:
(i) remain valid for the full Contract Term plus thirty (30) calendar days;
(ii) be payable on Customer’s first written demand, without any conditions other than a written
statement by Customer that Vendor is in breach of its material obligations under this Agreement;
(iii) be renewed or replaced by Vendor not less than thirty (30) days before the expiry of any
current Performance Bond, failing which Customer may draw down the expiring bond and
hold the proceeds as security until a replacement is provided.

Customer may draw on the Performance Bond in whole or in part to recover:
(a) Liquidated Damages amounts that Vendor has failed to credit within thirty (30) days of accrual;
(b) Costs reasonably incurred by Customer to procure emergency alternative equipment following
Vendor’s failure to meet Replacement-Unit Guarantee obligations;
(c) Any other damages Customer has suffered as a direct result of Vendor’s material breach of
this Agreement, up to the Performance Bond Amount.

The Performance Bond is not the exclusive remedy of Customer and does not limit Customer’s right
to claim damages in excess of the bond amount pursuant to applicable law.