Rectification of the prices of Batches 6 and 7
1.1. This document governs the terms and conditions for the sale of seven Batches of Metric Gauge Rolling Stock (“MGRS Batches”). Most of the MGRS Batches are owned by Renfe Mercancías Sociedad Mercantil Estatal, S.A. (“Renfe Mercancías”), except vehicles of Batches 6 and 7, and some vehicles of Batch 1 that are owned by Renfe Alquiler de Material Ferroviario Sociedad Mercantil Estatal, S.A. (“Renfe Alquiler”).
Consequently, any sale and purchase agreements being executed as a result of the bids shall be signed with Renfe Mercancías, Renfe Alquiler, or both of them, depending on the ownership of the Batches purchased.
Hereinafter, Renfe Mercancías Sociedad Mercantil Estatal, S.A and Renfe Alquiler de Material Ferroviario Sociedad Mercantil Estatal, S.A will be jointly referred to as “Renfe”.
1.2. Any interested parties who wish to request information about the vehicles included in each MGRS Batch, their location and specifications can do so by e-mail to alquiler@renfe.es.
The list of vehicles is merely indicative, and interested parties can check the technical condition and state of repair of the vehicles included in each Batch, as described in this document.
1.3. The Entity in Charge of Maintenance (ECM) of all the vehicles is Renfe Fabricación y Mantenimiento Sociedad Mercantil Estatal, S.A.
1.4. All the vehicles included in each Batch have the appropriate vehicle authorization for placing on the market.
2.1. Interested parties may inspect the state of the vehicles included in each Batch where they are located, as indicated in the list, a copy of which that can be requested at alquiler@renfe.es.
The vehicles may be examined on the date that Renfe Alquiler indicates to the interested party, upon request by the latter before 8 April 2022 to the e-mail address alquiler@renfe.es indicating "Inspection of MGRS Batches" in the subject line.
In order to facilitate the formalities required to allow interested parties to inspect the vehicles, the e-mail should specify in detail:
2.2. Interested parties may use any experts they deem appropriate to inspect the vehicles. Any expenses and costs incurred in traveling to wherever the vehicles are located and inspecting the same shall be exclusively borne by the interested parties.
2.3. The vehicles shall be sold on an “as is” basis, with no claim whatsoever about the state thereof, provided that they are in the same condition as when they were, or could have been inspected, in the event that the interested party had not exercised this option.
3.1. The minimum sale price for each of the Batches is as follows:
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The price is net, and therefore does not include VAT, or any other direct or indirect tax applicable in accordance with current regulations, which shall be paid by the buyer.
Each Batch is indivisible and the minimum price indicated for each Batch refers to all the vehicles included therein.
3.2. Interested parties may exceed the minimum sale prices indicated in the above table in their purchase bids. Any bids that do not meet the minimum selling price of each Batch shall be disregarded.
3.3. Each Batch shall be sold to the interested party who has submitted the highest purchase price for that Batch, provided that it exceeds the minimum sale price.
If an interested party has submitted the highest purchase price for buying:
3.4. In the event of a tie between the highest purchase bids for each Batch, Renfe Alquiler shall notify this event to the interested parties who have made the same bid, to allow them to improve their bids within 5 calendar days.
If there is another tie between two or more bids for one or more Batches, the Batch(s) shall be sold to the bidder who has made the highest bid for the largest number of Batches and, in the event of a tie, it shall be awarded by a raffle.
4.1. The price shall be paid by bank transfer to the account(s) indicated by Renfe, in accordance with the following:
Payment of the price is a necessary precondition for the transfer of the ownership of the vehicles included in each MGRS Batches and its delivery thereof to the buyer.
4.2. If payment is not made within the aforementioned timeframes, default interest shall automatically accrue in favor of Renfe from the day following the invoice due date, without Renfe having to demand payment, until the date on which payment is actually made, at which time such interest shall be invoiced.
The interest rate applicable shall be as specified in art. 7.2 of Law 3/2004 of 29 December, establishing measures to combat late payment in commercial transactions.
4.3. Should the buyer fail to pay the price within the agreed period, the seller(s) shall also be entitled to automatically terminate the agreement by simply notifying the defaulting party, invoking the application of this clause.
5.1. The vehicles included in the Batch(s) sold shall be delivered at their current location, in accordance with the details to be specified in the agreement.
The vehicles shall be transferred on an “as is” basis, in their current technical condition and state of repair, and free of any liens encumbrances and leases.
The signature of the sale and purchase agreement by the buyer shall be construed as acceptance of the vehicles to its full satisfaction in the state and location in which they are found.
5.2. Full ownership of the vehicles included in each Batch shall be transferred at the time of full payment of the sale price of each Batch by the buyer. Renfe therefore saves the ownership of the vehicles until the buyer has paid for them.
5.3. The buyer may collect the vehicles once full ownership thereof has been transferred to the buyer in accordance with the preceding section, and must clear the tracks where they are located within the following three months from the signature of the sale and purchase agreement.
5.4. The buyer shall be responsible for the removal and transfer of the vehicles included in the Batch from their current location and must have the necessary resources (material, technical and human) to remove the vehicles from the aforementioned facilities.
5.5. Any costs and expenses incurred in the removal, moving and transport of the vehicles sold, including shunting and any other operations and actions involved in transferring the vehicles from their current location, shall be assumed by the buyer. The buyer shall also be responsible for obtaining the licenses and any other authorizations and permits necessary for their removal or any other operation that the buyer may wish to carry out.
5.6. Any damage that the vehicles may incur as a result of their removal and transfer shall be the sole responsibility of the buyer. The buyer shall also be responsible for any loss or damage that the removal of the vehicles might cause to third parties, and must in all cases hold Renfe harmless.
5.7. At the buyer’s request, and together with the vehicles sold, Renfe shall provide the following information on each Batch:
a) Vehicle authorization for placing on the market or, failing this, Certificate issued by the competent authority.
b) Last maintenance report.
c) Maintenance Plan.
6.1. Interested companies shall provide a Provisional Guarantee for each purchase bid they wish to submit for each Batch, in one of the following ways:
The amount of the provisional guarantee for each Batch shall be 2% of the purchase price bid for the relevant Batch.
Interested parties must submit as many provisional guarantees as the number of purchase bids.
6.2. Each guarantee shall vouch for the truthfulness and commitment of the relevant purchase bid, and shall be returned by Renfe to the company (i) in the case of the selected bid, once the full amount of the price bid for the Batch has been paid, after execution of the sale and purchase agreement, and (ii) with respect to the remaining bidders, once the sale process has been completed.
7.1. Interested parties may submit a purchase bid for one, several or all of the Batches, and must submit an individual purchase bid for each Batch. Therefore, comprehensive purchase bids referring to several Batches altogether will not be accepted.
Each Batch is indivisible, such that the bid for each Batch must refer to all the vehicles included therein and meet the minimum sale price indicated for each Batch in Clause Three above.
7.2. Purchase bids for each Batch shall be submitted in writing to Renfe Alquiler at the address Avda. Ciudad de Barcelona no. 4 (Madrid), in a sealed envelope delivered by hand , until 2 p.m. of the date on which the deadline for submitting offers ends which will be duly communicated by Renfe Alquiler on its Web Site once the visits to inspect the vehicles have finished.
The envelope must state which Batch the bid refers to and the identity of the buyer.
Should the interested party wish to submit a bid for more than one Batch, each sealed envelope must state to which Batch it refers.
At the interested party’s request, Renfe Alquiler shall issue the corresponding acknowledgment of receipt, stating the number of envelopes submitted and the Batches to which each one refers.
7.3. Each purchase bid must include the following information, which shall be provided on the form attached hereto as Schedule II :
7.4. Renfe shall treat the bids submitted as confidential.
7.5. Submission of each purchase bid implies that the buyer unconditionally accepts all the terms and conditions of sale contained herein, without any exception whatsoever.
8.1. Before submitting their purchase bids, interested parties may ask for clarifications about any issue arising in relation to these terms and conditions of sale.
8.2. All queries must be emailed to alquiler@renfe.es, stating “Query on terms and conditions for the sale of 7 Batches of MGRS” as the subject line.
9.1. Once the purchase bid submission period or, where applicable, the bid improvement period has elapsed, the sale and purchase agreement for each Batch shall be signed with the interested party having submitted the highest bid.
For this purpose, each company that has submitted a purchase bid will be notified whether or not it has submitted the highest bid for that Batch.
9.2. The purchase price of each Batch shall be the price bid by the interested party, after deducting any applicable discounts as referred to in section 3.3 above.
9.3. The sale and purchase agreement shall be signed, depending on the Batch(s) in question, with Renfe Mercancías, with Renfe Alquiler or with both of them and shall be governed by Private Law.
9.4. At the buyer’s request, the agreement may be formalized in a public deed, in which case any expenses and taxes arising from both the transfer of the vehicles and notarization thereof shall be borne by the buyer.
10.1.- Las partes colaborarán en todo lo que resulte necesario para la inscripción del material a favor del nuevo titular y, en su caso, el cambio de poseedor y Entidad Encargada del Mantenimiento de los vehículos ante el Registro Especial Ferroviario o aquél que legalmente le sustituya, facilitándose mutuamente la documentación que pudiera resultar precisa a tal fin.
10.2.- En caso de que el comprador no facilite a Renfe los datos de la nueva Entidad Encargada del Mantenimiento de los vehículos objeto de venta dentro de los 15 días siguientes a la entrega de los vehículos, Renfe procederá a dar de baja los vehículos en el Registro Especial Ferroviario.
(1) The bank guarantee shall be formalized in Spanish, according to Schedule I of the Spanish version.
(2) The bid must be delivered to the above address by 2 p.m. on the date on which the deadline for submitting offers ends.
(3) Schedule II may be formalized either in English or in Spanish