PROJECT AMENDMENTS TO PURCHASE CONDITIONS

Rev. 0 [NOVEMBER 2023]

PROJECT AMENDMENTS TO PURCHASE CONDITIONS

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PROJECT AMENDMENTS TO PURCHASE CONDITIONS

Rev. 0 [NOVEMBER 2023]

PROJECT AMENDMENTS TO PURCHASE CONDITIONS

1 PURPOSE AND GENERAL REFERENCES … 3

2 AMENDMENTS TO THE PURCHASE CONDITIONS … 3

This document is property of Técnicas Reunidas. Full or partial reproduction without written permission is strictly forbidden.

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PROJECT AMENDMENTS TO PURCHASE CONDITIONS

Rev. 0 [NOVEMBER 2023]

1

PURPOSE AND GENERAL REFERENCES

1.1

This document amends the main body of the PURCHASE CONDITIONS for the RIYAS NGL FRACTIONATION FACILITIES – PKG 1 & PKG 2 defined as PROJECT in the Annex A of the PURCHASE CONDITIONS.

1.2

This document shall be read in conjunction with the main body of the PURCHASE CONDITIONS.

1.3 All definitions and acronyms used in this document are defined in the Annex A of the PURCHASE

CONDITIONS.

1.4

The rules of interpretation applicable to this document shall be the same applicable to the PURCHASE CONDITIONS, unless otherwise amended in the Clause 2.

2 AMENDMENTS TO THE PURCHASE CONDITIONS

2.1 All the amendments to the main body of the PURCHASE CONDITIONS are shown in the table

below.

2.2 All references to a particular clause, sub-clause, paragraph or annex included in this table are references to the clause, sub-clause, paragraph or annex of/to the main body of the PURCHASE CONDITIONS, unless otherwise indicated.

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Reference

Annex A

DEFINITIONS ACRONYMS

AND

PROJECT AMENDMENTS TO PURCHASE CONDITIONS

Rev. 0 [NOVEMBER 2023]

Amendment

The following definitions and acronyms shall be added:

“APPLICABLE EXPORT CONTROL LAWS AND REGULATIONS” means all export control laws, regulations, orders, directives, designations, licenses, or decisions imposed by the United States, the European Union (including its Member States), or any other country with jurisdiction over any activities conducted pursuant to the ORDER, including, without limitation: the U.S. the U.S. Export Administration Export Administration Act of 1979, Regulations, the U.S. Arms Export Control Act, the U.S. International Traffic in Arms Regulations, export controls administered by the U.S. Department of Energy or Nuclear Regulatory Commission, Council Regulation (EC) 428/2009, Council Regulation (EC) No. 1236/2005, and Regulation (EU) 258/2012 and lists of military items subject to export controls of the EU and its Member States.

“COMPUTER SYSTEM(S)” means hardware and associated SOFTWARE that may be provided by SELLER under this ORDER.

“EMERGENCY CHANGE ORDER” means a CHANGE issued in a situation where action is urgently required to prevent a major loss of production, to eliminate an existing hazard to persons or property, or when substantial costs would be incurred due to the delay in obtaining the necessary signatures prior to commencement of the subject work

“EXPORT CONTROLLED ITEMS” means any goods, software, technical data, or technology the export, reexport, or transfer of which are subject to prohibitions or licensing requirements under APPLICABLE EXPORT CONTROL LAWS, including, without limitation: goods, software, technology, and technical data identified on the U.S. Munitions List, the U.S. Commerce Control List, and lists of military and dual-use items subject to the export controls of the EU and its Member States

“POLLUTANTS” shall mean any hazardous materials or substances, including any form of organic or chemical matter whether solid, liquid, gas, odor, heat, vibration or radiation which makes or has the capacity to make the environment: unsafe or unfit for habitation or occupation by persons or animals; degraded in its capacity to support plant life; contaminated; or otherwise degraded.

“SOFTWARE” shall mean all computer programs, procedures, rules and design matter (e.g., flow charts, logic diagrams, and all other design documentation) to be provided by CONTRACTOR under this Contract, including but not limited to source code, file and design layout, configuration data elements, assembler or compiler output, binary machine usable code, and user manuals

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PROJECT AMENDMENTS TO PURCHASE CONDITIONS

Rev. 0 [NOVEMBER 2023]

Reference

Clause 6

SELLER’S PERSONNEL

Amendment

New Clause 6.9 shall be added with the following wording:

SELLER shall not, during the course of the PROJECT, offer employment to any employee of OWNER, without OWNER´s prior written consent.

All SELLER personnel, if necessary, shall have in their possession all required and properly validated licenses or certificates prescribed by the Saudi Arab Government or OWNER as being necessary for the performance of those aspects of the ORDER to which they are assigned.

All SELLER personnel shall comply with all applicable rules and instructions issued by OWNER and CONTRACTOR and with generally acceptable standards of conduct for expatriate personnel living and working in Saudi Arabia.

Upon BUYER´s or OWNER´s written request SELLER shall remove from involvement with or performance of the ORDER and replace at its risk and expense any personnel determined to be unsuitable by BUYER or OWNER.

Clause 10

Clause 10.5 shall be amended as follows:

CHANGES AMENDMENTS

AND

Under no circumstances shall corrections and adjustments requested by BUYER to SELLER in order to render the SUPPLY and/or the SERVICES in full conformity with the ORDER be considered as a CHANGE.

Notwithstanding the above, in the case of an EMERGENCY CHANGE ORDER which may be issued by BUYER verbally, followed by a written confirmation issued after the commencement execution of the ORDER. SELLER shall document any EMERGENCY CHANGE ORDER request in writing and submit to BUYER for approval within two (2) days following issuance of an EMERGENCY CHANGE ORDER request. If BUYER does not confirm the EMERGENCY CHANGE ORDER request in writing within two (2) days after submission, SELLER shall immediately cease work on the EMERGENCY CHANGE ORDER. for unconfirmed EMERGENCY CHANGE ORDERS shall be limited to actual costs incurred prior to the expiration of such two (2) day period following submission, unless earlier rejected.

Compensation

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PROJECT AMENDMENTS TO PURCHASE CONDITIONS

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Reference

Clause 19

WORKS SERVICES AT SITE

AND

Amendment

Clause 19.9 shall be amended as follows:

SELLER shall be responsible for the correct use and care of the temporary and/or permanent facilities and BUYER’S EQUIPMENT provided by BUYER/OWNER at SITE and shall bear the costs of remedy any loss and/or damage caused by SELLER and/or its SELLER’S PROVIDERS to them. SELLER shall be responsible for any loss, theft and damages on any SELLER’S EQUIPMENT and/or personal belongings of SELLER’s and its SELLER’S PROVIDERS’ personnel. When applicable, SELLER´s personnel and visitors shall wear an identification badge approved by OWNER on their outer garments whenever on the SITE.

Clause 19

New Clause 19.14 shall be added with the following wording:

WORKS SERVICES AT SITE

AND

All SELLER´s EQUIPMENT that according to the ORDER may be used by SELLER in construction activities at SITE, shall be inspected prior to use to ensure that it is suitable for the safe and efficient performance of the ORDER, and in compliance with any applicable PROJECT standarts. This inspection shall be carried out by equipment inspectors certified for inspection of such equipment by a recognized professional certification organization and Approved by OWNER. Additionally, all such equipment shall be subject to inspection from time to time by OWNER. Any equipment found to be in an unsafe condition shall be promptly removed from the SIxTE by SELLER and replaced or repaired without additional cost to BUYER and without delay in completion of the ORDER.

SELLER shall ensure that all SELLER´s EQUIPMENT used in construction activies at SITE required in the ORDER is operated in a safe and efficient manner by duly qualified and certified operators. Prior to working at the SITE, all operators of elevating/lifting and heavy equipment shall be licensed and certified to operate such equipment.

OWNER reserves the right to remove any and all equipment operators and riggers from the SITE if they are found to operate equipment or perform ORDER in an unsafe manner.

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Reference

Clause 19

WORKS SERVICES AT SITE

AND

Clause 19

WORKS SERVICES AT SITE

AND

PROJECT AMENDMENTS TO PURCHASE CONDITIONS

Rev. 0 [NOVEMBER 2023]

Amendment

New Clause 19.15 shall be added with the following wording:

SELLER shall preserve and protect the environment at and adjacent to and on approaches to the facilities. SELLER shall comply with all applicable COUNTRY laws and regulations relating to the environment and to the including control and handling of POLLUTANTS and contaminants, regulations issued under or by international environmental conventions and regulatory bodies which the COUNTRY has adopted.

SELLER shall at all times keep the SITE neat, clean and free of waste material and rubbish. SELLER shall, at the direction of BUYER or OWNER, promptly remove from the SITE any surplus equipment and materials not required for the execution of the ORDER. Before the completion of the ORDER, SELLER shall, unless otherwise provided in the ORDER, remove from the SITE at SELLER’s sole risk and expense all SELLER´s equipment. In the event of SELLER’s failure to discharge the foregoing obligation, BUYER or OWNER may accomplish the same or have it accomplished by others, all at SELLER’s sole risk and expense.

SELLER shall obtain approval from the BUYER´s at least five days in advance of final removal of personnel, SELLER´s EQUIPMENT, from the SITE. The consent of BUYER shall not be unreasonably withheld.

New Clause 16.16 shall be added with the following wording:

SELLER shall use its best efforts to prevent and take all reasonable precautions to avoid pollution or contamination of the land, air or water arising out of SELLER’s execution of the ORDER. Should there be a discharge or escape of any appreciable quantity of POLLUTANTS or contaminants AT SITE during the execution of the ORDER, attributable to SELLER, SELLER shall immediately notify BUYER in writing, take all appropriate actions to stop and contain the discharge or escape,”.

SELLER assumes all liability and indemnifies BUYER for any and all expenses and costs incurred in the control, removal, and restoration as per the applicable Kingdom of Saudi Arabia laws and regulations of any and all POLLUTANTS contaminating the land, air or water and arising out of SELLER’s or SELLER group’s negligence or misconduct.

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Reference

Clause 24

FORCE MAJEURE

Clause 24

FORCE MAJEURE

PROJECT AMENDMENTS TO PURCHASE CONDITIONS

Rev. 0 [NOVEMBER 2023]

Amendment

Clause 24.1 shall be amended to be read as follows:

The term “FORCE MAJEURE” shall mean any of the following acts, events, or circumstances which renders a PARTY unable to perform its obligations, which in each instance is not reasonably foreseeable, cannot be sufficiently mitigated by reasonable efforts, and the cause of which and the inability to perform is not caused by any act or omission of the PARTY asserting FORCE MAJEURE (or, in the case of SELLER, on the part of the affected SELLER PROVIDER): war, hostilities (whether or not war has been declared), civil commotion, riot, insurrection, public demonstration, sabotage, acts of vandalism, fire, flood, earthquake, deadly epidemic, explosion, aircraft crashes or things falling from aircraft, release of ionizing radiation or contamination by radioactivity, blockades, any strike, lock-out or other industrial trade dispute (not involving solely the employees of the PARTY or other entity claimed to have experienced force majeure).

Clause 24.2 shall be amended to be read as follows:

The following are specifically excluded as force majeure events and shall not constitute a basis for any extension of the DELIVERY DATES under the ORDER:

i) Late performance by SELLER caused by a shortage of labor, supervision, materials, inefficiencies, or similar occurrences;

ii) Late delivery of SELLER´s EQUIPMEN by any Subcontractor due to congestion at a manufacturer’s plant or elsewhere, an oversold condition of the market, inefficiencies, or similar occurrences;

iii) Any inability to obtain Iqamas or visas or renewal of Iqamas or visas for expatriate workers;

iv) Events or circumstances involving a previous or existing condition existing on or before the EFFECTIVE DATE; and

v) Changes in market conditions.

Clause 24

Clause 24.11 shall be amended to be read as follows:

If a FORCE MAJEURE event lasts more than forty five (45) consecutive days, BUYER shall have the right to terminate all of part of the ORDER and the provisions of Sub-Clause 23.2 shall apply, except the obligation of BUYER to pay the amounts related to the provisions of Sub-Paragraph 23.2.2b).

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Reference

Clause 26

WARRANTIES GUARANTEES

AND

PROJECT AMENDMENTS TO PURCHASE CONDITIONS

Rev. 0 [NOVEMBER 2023]

Amendment

Clause 26.4.2 shall be amended to be read as follows:

SELLER shall commence any remedy, as soon as feasible, within three (3) days after BUYER notify SELLER the WARRANTY DEFECT or SELLER becomes aware of any WARRANTY DEFECT. BUYER shall have the right to request SELLER to provide details of the actions to remedy such WARRANTY DEFECTS; the performance of such work continuously and with due diligence to completion, without prejudice to Clause 26.4.4., BUYER may, at its option and without prejudice to any other rights or remedies which may be available to it, perform such work either itself or through others at SELLER’s sole risk and expense.

to perform or cause

if SELLER

fails

With respect to any Computer System, SELLER shall provide a qualified service representative at the installation site within twenty-four (24) hours, after receipt of the necessary travel authorizations and Saudi Arab Visa, plus the service reasonable representative is not in Saudi Arabia, of SELLER’s receipt of BUYER´s written notice of WARRANTY DEFECT.

time not exceeding

two (2) days

travel

if

Clause 26

Clause 26.4.5 shall be included with the following wording:

WARRANTIES GUARANTEES

AND

Any reproducible or documentable recurring error which causes any COMPUTER SYSTEM(S) provided by SELLER under the ORDER not to operate in accordance with the requirements of ORDER shall constitute a WARRANTY DEFECT. A “reproducible error” is defined as a chain of events that can be caused to occur upon request. A “documentable recurring error” is an error that appears repetitively but cannot be reproduced upon request. For purposes of this warranty, BUYER or OWNER, as the case may be, will maintain a log in which failures; descriptions of failures, time and the observing person are recorded. When a given failure has occurred three (3) times, it shall be deemed a documentable recurring error.

Clause 26

New Clause 26.8 shall be included with the following wording:

WARRANTIES GUARANTEES

AND

SELLER and BUYER understand that BUYER is contracting with SELLER for the purchase of goods hereunder for ultimate transfer to, and use by, the Saudi Arabian Oil Company (SAUDI ARAMCO)/OWNER or its designee in Saudi Arabia. Therefore, SELLER agrees that, in any event, all rights of BUYER for any failure to meet specifications or for any other breach of warranty shall run to the benefit of and be fully enforceable by SAUDI ARAMCO/OWNER.

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Reference

Clause 32

AND

INDUSTRIAL INTELECTUAL PROPERTY, PATENTS AND LICENSES

PROJECT AMENDMENTS TO PURCHASE CONDITIONS

Rev. 0 [NOVEMBER 2023]

Amendment

Clause 32.3 shall be amended as follows:

All designs, drawings and calculations in SELLER´s DOCUMENTATION or otherwise developed by SELLER or its SELLER PROVIDERS under the ORDER, and all SOFTWARE initially and specifically developed by SELLER or its SELLER PROVIDERS under the ORDER, shall at all times be the property of OWNER. OWNER shall have the unlimited and unrestricted right to use, possess or disseminate such material for any purpose.

included

SOFTWARE and enhancements developed by SELLER or its SELLER PROVIDERS for the COMPUTER SYSTEM remain the property of SELLER. An “enhancement” is SOFTWARE which improves the COMPUTER SYSTEM, but which is not described in the ORDER and not specifically developed for the COMPUTER SYSTEM. SELLER hereby grants OWNER a royalty free, non-exclusive, perpetual, nontransferable license to use all such Software and enhancements on the COMPUTER SYSTEM and to make copies of the Software and enhancements for use only with the COMPUTER SYSTEM.

If any design, drawing, calculation or SOFTWARE developed under the ORDER results in any device, idea, process, or technology, whether patentable or not, all rights to that device, idea, process, or technology shall be the property of OWNER. Accordingly, OWNER shall execute any patent applications, assignments, releases, plans, drawings, papers, and/or instruments which OWNER may require in order to fully enjoy the provisions of this paragraph; provided, however, that BUYER shall reimburse SELLER for any direct and documented costs incurred by SELLER in assisting OWNER in the perfection of the latter’s rights hereunder. SELLER represents that all CONTRACTOR Personnel have similarly agreed to assign to CONTRACTOR all discoveries, inventions and improvements made.

Clause 32

Clause 32.4 shall be amended as follows:

AND

INDUSTRIAL INTELECTUAL PROPERTY, PATENTS AND LICENSES

SELLER hereby grants OWNER a royalty free, non-exclusive, perpetual, nontransferable license to use all proprietary standard design details, and other proprietary material incorporated, and to make copies thereof for use only with the PROJECT. SELLER shall keep all designs, drawings and calculations in a neat and legible manner as required by BUYER or OWNER, as the case may be, and, following completion of the ORDER, shall deliver all hard copy originals of all such materials to BUYER, along with any electronic versions not previously provided. SELLER may retain an electronic or hard copy original of its work product for its records but shall not without previous approval reproduce any material that is the property of OWNER.

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PROJECT AMENDMENTS TO PURCHASE CONDITIONS

Rev. 0 [NOVEMBER 2023]

Reference

Amendment

Clause 33.8

New Clause 33.9 shall be amended to be read as follows:

CONFIDENTIALITY

Should SELLER or any of its SELLER´s PROVIDERS desire to publish or release any materials of any kind concerning or relating to the ORDER or the PROJECT or otherwise related to BUYER or OWNER activities in relation with the ORDER or the PROJECT, including any publicity, photos, website postings, or public relations materials, SELLER shall first submit such material to BUYER for review. SELLER shall not publish or release and shall ensure that its Subcontractors do not publish or release, any such material without BUYER´s approval. CONTRACTOR agrees to indemnify and hold from BUYER and OWNER harmless CONTRACTOR’s failure to perform its obligations under this clause.

from any Claims

resulting

Clause 34

Clause 34.1 shall be amended to be read as follows:

COMPLIANCE

SELLER acknowledges that BUYER’s professional activities are governed by a set of commitments and values reflected in BUYER’S SUPPLY CHAIN ETHICS CODE. SELLER shall perform the ORDER in full compliance with BUYER’S SUPPLY CHAIN ETHICS CODE. In addition, BUYER shall also comply with OWNER´s “SAUDI ARAMCO Supplier Code of Conduct”, which is hereby incorporated by reference.

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PROJECT AMENDMENTS TO PURCHASE CONDITIONS

Rev. 0 [NOVEMBER 2023]

Reference

Clause 34

COMPLIANCE

Amendment

New Clause 34.12 shall be added with the following wording:

Each PARTY, in performing the ORDER, shall comply with APPLICABLE EXPORT CONTROL LAWS AND REGULATIONS (including, but not limited to, any related end-use or end-user restrictions).

Neither PARTY shall, without the other PARTY’s prior notification and written consent, furnish to the other Party any EXPORT CONTROLLED ITEMS.

In the event that one PARTY (the “Receiving Party”) provides written consent to receive EXPORT CONTROLLED ITEMS from the other PARTY (the “Sending Party”), the Sending Party shall, prior to furnishing any EXPORT CONTROLLED Items to the Receiving Party:

i) Inform the Receiving Party in writing of the export control jurisdiction and classification of the EXPORT CONTROLLED ITEMS to be furnished, and, when in written or tangible form, prominently mark the Items to be furnished as EXPORT CONTROLLED, with notations the export classification number or rating (such as the Export Control Classification Number (“ECCN”) if the Items are controlled under the U.S. Export Administration Regulations); and

indicating

Obtain any required government licenses or other authorizations necessary to furnish the EXPORT CONTROLLED ITEMS to the Receiving Party.

SELLER shall ensure that no SELLER PROVIDER or any member of its personnel executing the ORDER is a restricted party or otherwise subject to sanctions under APPLICABLE ECONOMIC SANCTIONS LAWS AND REGULATIONS. SELLER shall also ensure that all SELLER PROVIDER or any member of its personnel executing the ORDER comply with all APPLICABLE EXPORT CONTROL LAWS AND REGULATIONS, and APPLICABLE ECONOMIC SANCTIONS LAWS AND REGULATIONS.

SELLER agrees to obtain a written undertaking identical in terms to the foregoing from any SELLER PROVIDERS executing the ORDER.

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PROJECT AMENDMENTS TO PURCHASE CONDITIONS

Rev. 0 [NOVEMBER 2023]

Reference

Clause 34

COMPLIANCE

Amendment

New Clause 34.13 shall be added with the following wording:

SELLER agrees that it shall not hire, employ, engage as a consultant, procure the services of, or allow acquisition of any ownership interest of SELLER, or its AFFILIATES by any current employee of OWNER, or by any former employee who has held a position within OWNER at the level of “Department Head” or higher. This restriction pertaining to former employees shall be valid for a period of two (2) years following the time that such individual is no longer an employee of OWNER. Exceptions to this restriction may be granted in writing by the OWNER Conflict of Interest & Business Ethics Committee, in its absolute discretion.

SELLER shall ensure that all members of its group and its SELLER´s PROVIDERS.

Clause 36

Clause 36.1.B shall be amended to be read as follows:

DUAL USE ITEMS AND TECHNOLOGY

b) any APPLICABLE EXPORT CONTROL LAWS AND REGULATIONS that may be applicable for the execution of the ORDER.

Clause 38

New clause 38.7 to be included with the following wording:

BANK GUARANTEES

In case that SELLER intends to issue one of the bank guarantees referred in this Clause 38 with a bank located in Saudi Arabia, SELLER shall provide a bond which fulfills the requirements contained in the ORDER, according with the template included in Annex K. IX SAMA FORMAT BANK GUARANTEE / ADVANCE/ PERFORMANCE/ WARRANTY

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Project: Q-31108 - Tecnicas - Riyas Folder: PURCHASE CONDITIONS SEP.21 REV.01