PURCHASE CONDITIONS SEP.21 REV.00

ARAMCO

RIYAS NGL FRACTIONATION FACILITIES

PKG 1 & PKG 2

PROJECT NO: 10651

GENERAL PURCHASE CONDITIONS

November 2023

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GENERAL PURCHASE CONDITIONS

CONTRACTOR DOC NO: NA

30/11/2023

Issued for Purchasing

JAS

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Date (DD/MM/YYYY)

Status

Status Description

Prepared

Reviewed

Approved

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PROJECT NO:10651

RIYAS NGL FRACTIONATION FACILITIES

GENERAL PURCHSE CONDITIONS

Rev

The General Purchase Conditions are comprised of the following documents:

Rev.00 Rev. 00

Date: September 2021 Date: November 2023

 Purchase Conditions  Project Amendments to Purchase Conditions  Annex A:  Annex B:  Annex C:  Annex D:  Annex E:  Annex F:  Annex G:  Annex H:  Annex K:  Deviation List Template

Definitions and Acronyms glossary Invoicing Instructions and Bank Guarantees Requirements Insurance Requirements Packing, Marking and Shipping Instructions Terms and Conditions for Delivery QA/QC inspection and expediting requirements for vendors Terms and conditions for Technical Services Tax Requirements Templates

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PURCHASE CONDITIONS

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PURCHASE CONDITIONS

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PURCHASE CONDITIONS

1 PURPOSE … 3

2 DEFINITIONS AND ACRONYMS … 3

3 CONTRACTUAL DOCUMENTS AND INTERPRETATION … 3

4 NOTICES AND COMMUNICATIONS … 4

5 ACCEPTANCE AND VALIDITY OF THE ORDER … 5

6 SELLER’S PERSONNEL … 6

7 SCOPE AND IMPLEMENTATION OF THE ORDER … 7

8 DELIVERY DATES AND SCHEDULE … 8

9 ORDER PRICE, PAYMENT AND INVOICING CONDITIONS … 9

10 CHANGES AND AMENDMENTS … 11

11 DESIGN, MATERIALS AND EXECUTION METHODS … 12

12 SELLER’S DOCUMENTATION … 13

13 SPARE PARTS AND SPECIFIC CONSUMABLE PARTS AND MATERIALS … 14

14 ASSIGNMENT. SUBCONTRACTS AND SUB-ORDERS … 16

15 QUALITY ASSURANCE AND QUALITY CONTROL. INSPECTIONS AND TESTS … 17

16 PACKAGING. MARKING. DELIVERY AND SHIPMENT… 20

17 STORAGE … 21

18 TRANSFER OF TITLE AND RISKS. LIENS … 21

19 WORKS AND SERVICES AT SITE … 22

20 SELLER’S DEFAULT … 24

21 REJECTION OF THE SUPPLY … 25

22 SUSPENSION OF THE ORDER … 26

23 TERMINATION OF THE ORDER … 27

24 FORCE MAJEURE … 29

25 PROVISIONAL CLOSE OUT … 30

26 WARRANTIES AND GUARANTEES… 32

27 LIQUIDATED DAMAGES … 34

28 FINAL CLOSE OUT … 36

29 APPLICABLE LAW … 36

30 SETTLEMENT OF DISPUTES. ARBITRATION … 37

31 LEGISLATION… 37

INDUSTRIAL AND INTELECTUAL PROPERTY, PATENTS AND LICENSES … 38

33 CONFIDENTIALITY … 39

34 COMPLIANCE … 40

35 RIGHT TO AUDIT … 43

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36 DUAL USE ITEMS AND TECHNOLOGY … 43

37 TAXES … 44

38 BANK GUARANTEES … 45

39 LIABILITY AND INSURANCE OBLIGATIONS … 47

40 CYBERSECURITY … 50

ANNEXES

Annex A

Annex B

Definitions & Acronyms Glossary

Invoicing Instructions & Bank Guarantees Requirements

Annex C

Insurance Requirements (To be issued ad hoc for the PROJECT during bidding stage)

Annex D

Packaging, Marking & Shipping Instructions

Annex E

Terms and Conditions for Delivery

Annex F

QA / QC, Inspection and Expediting Requirements

Annex G

Terms and Conditions for Technical Services at Site (To be issued ad hoc for the PROJECT during bidding stage)

Annex H

Tax Requirements (To be issued ad hoc for the PROJECT during bidding stage)

Annex I

Annex J

NOT USED

Annex K

Templates

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PURPOSE

1.1

These PURCHASE CONDITIONS define and govern the principles of implementation of the ORDER, of which they are an integral part. SELLER has accepted them without reservation at PURCHASE ORDER’s acceptance.

1.2 SELLER’S acceptance of the PURCHASE ORDER implies that SELLER waives its sales conditions. Any provision included in any SELLER’S DOCUMENT and/or communication precedent or subsequent to the ORDER, without having been agreed with BUYER, which modifies these PURCHASE CONDITIONS shall be considered null and void.

1.3 Any change or modification to these PURCHASE CONDITIONS shall be included in the prevalent documents in the ORDER and will only be applicable to the ORDER to which they refer to and cannot be extended to other Orders in force or that might be signed in the future.

2 DEFINITIONS AND ACRONYMS

2.1 All definitions and acronyms used in this document are defined in the Annex A and shall be

applicable to this document accordingly.

3 CONTRACTUAL DOCUMENTS AND INTERPRETATION

3.1

The ORDER includes the following documents, which are listed in order of precedence, unless otherwise set forth in the text of the PURCHASE ORDER:

a) the main body of the PURCHASE ORDER and its attachments.

b) the Deviation List of requirements from c) and d).

c) the PROJECT Amendments to PURCHASE CONDITIONS.

d) these PURCHASE CONDITIONS.

e) the RFP DOCUMENTATION.

f) any other instruction and the rest of information included as part of the ORDER.

3.2

In the event of ambiguities, discrepancies or contradictions between requirements from documents having the same order of precedence, the most stringent requirement shall prevail. If the Licensor’s Performance Guarantees are affected for the most stringent requirement, SELLER shall advise BUYER in order to define the requirements to be applied. Whenever the criteria of the most stringent requirement could not be used for resolving the discrepancy, SELLER shall advise BUYER who shall provide the necessary clarification or instruction.

3.3 Notwithstanding the above and expressly for the provision stated of Paragraph 11.1.2 regarding errors in design documentation, if during the execution of the ORDER, should any error, omission, deficiency, inaccuracy, contradiction, ambiguity, and/or discrepancy become apparent between or among the documents, SELLER shall immediately notify BUYER of same and shall obtain BUYER’s writing clarification prior to commencing any related part of the SUPPLY and/or SERVICES. SELLER shall proceed with the execution of the ORDER in accordance with BUYER’s clarification.

3.4 All terms and conditions in, or attached to, SELLER quotation, or its sales conditions, is hereby expressly declared null and excluded from the ORDER, unless specifically agreed by the PARTIES.

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3.5 None of the provisions of the ORDER shall be considered waived by either PARTY unless such waiver is given as a notice clearly identified therein as a waiver and such notice shall comply with the provision of Sub-Clause 4.4. No such waiver shall be a waiver of any past or future default, breach or modification of any of the terms, provisions, conditions or covenants of the ORDER, unless expressly set forth in such waiver.

Any deviation from the requirements of the ORDER, including the rule of the most stringent requirement, shall be waived by applicable PARTY according to this Sub-Clause 3.5.

3.6

In the ORDER, unless the context otherwise requires:

a) References to “include(s)” or “including” shall be interpreted as “including but not limited to”.

b) The terms “shall”, “will” and “must” denote mandatory requirements.

c) References in singular shall include the plural and vice versa.

d) References to a gender shall include all genders, and neutral and vice versa.

e) References to natural persons shall include corporations and any other legal entity and vice

versa.

f) The headings used in the ORDER are for reference only and shall not be taken into

consideration for interpretation purposes.

g) All references to days, weeks, months, years or dates in the ORDER shall be referred to

the Gregorian calendar.

h) References to “day” means a consecutive calendar day.

i) References to “month” means a consecutive calendar month.

j) References to “year” means a calendar year.

k) The meaning of “working day” is defined in the ORDER.

l) References to a particular clause, sub-clause, paragraph or annex are references to the clause, sub-clause, paragraph or annex of/to the document where the reference is included, unless otherwise indicated. References to a particular clause, sub-clause, paragraph or annex of/to the PURCHASE CONDITIONS included in other documents, are references to the clause, sub-clause, paragraph or annex of/to the main body of this PURCHASE CONDITIONS.

m) Provisions including the word “agree”, “agreed” or “agreement” require the agreement to be

recorded in writing.

n) Standards Cut-off date: where reference is made to the PROJECT or International Standards and Specification without mentioned/noted a specific revision or date, the Standards and Specification which are in effect on the cut-off date established in ORDER shall govern.

o) References to “notify”, “notification”, “notice”, “communicate” and “communication” shall

comply with the provisions of Clause 4.

4 NOTICES AND COMMUNICATIONS

4.1 All notices or communications under the ORDER shall (unless expressly permitted otherwise in

the ORDER) be in writing and in English language.

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4.2 Notices and communications “in writing” means e-mails sent to the recipient’s address indicated in the ORDER and letters delivered by hand, mail or courier against evidenced receipt to the recipient’s address indicated in the ORDER, unless otherwise instructed. Neither writing chats nor other form of writing communication are considering as “in writing” nor valid for the purpose of the ORDER.

4.3

The effective date of any notice or communication shall be the receipt date thereof, unless otherwise indicated in the ORDER.

4.4 Unless otherwise indicated in the ORDER, for any notification from SELLER made by e-mail, related to Clauses 20, 21, 22, 23, 24, 25, 28, 30, 33, 34, 39, 40 and any other related to HSE matters, and when an urgent and/or relevant action to be taken by any PARTY or has been expressly indicated to proceed according to this Clause 4, SELLER shall send a second e-mail with a proof of delivery dispatched as a PDF attachment showing receipt confirmation including time stamping and e-mail address of sender and receivers.

4.5 Any notice or communication that is not in compliance with Sub-Clauses 4.1 and 4.2 shall be

considered void and null.

4.6

The documentation submittal shall not be considered for the purpose of this Clause 4.

5 ACCEPTANCE AND VALIDITY OF THE ORDER

5.1 On the date, COMMENCEMENT DATE, on which BUYER issues the PURCHASE ORDER, according to Sub-Clause 4.4, for SELLER’s signature, SELLER shall start the implementation of the ORDER. SELLER shall return one original of the PURCHASE ORDER dated, stamped and signed by a duly empowered and authorized officer of its company, within ten (10) days from the COMMENCEMENT DATE. Commencement of the performance or execution of the ORDER by SELLER without complying with this requirement shall be at SELLER’s sole risk and account and the implies COMMENCEMENT DATE. SELLER’s signature of the PURCHASE ORDER shall mean SELLER’s acceptance of the ORDER without any reservation, change or exception.

the ORDER by SELLER

the acceptance without

reservation of

from

5.2 Should SELLER either fail to return the PURCHASE ORDER, according to Sub-Clause 4.4, duly signed within the above mentioned period or make reservations, modifications or amendments to the ORDER, the ORDER may be considered null and void at BUYER convenience. Consequently, BUYER shall have the right to issue the ORDER to other supplier, without any liability whatsoever the implementation of the ORDER.

that SELLER has commenced

towards SELLER, regardless

5.3 On the date, EFFECTIVE DATE, on which BUYER receives from SELLER one original of the PURCHASE ORDER duly signed, the ORDER shall come into full force and effect. The ORDER shall become the final and binding agreement between the PARTIES and cancels, supersedes and replaces any prior or contemporary agreements, oral or written communications or statements between BUYER and SELLER that are nor specifically stipulated in the ORDER.

5.4 Except as otherwise stated in the ORDER, SELLER shall be deemed to have obtained all necessary information as to risks, contingencies and other circumstances which may influence or affect the performance of its obligations; and by signing the PURCHASE ORDER, SELLER accepts total responsibility for having foreseen all difficulties and costs for successfully completing the SUPPLY and/or SERVICES; and the ORDER PRICE shall not be adjusted to take account of any unforeseen difficulties or costs.

5.5

The above mentioned provisions apply to any ORDER amendments or PO supplements.

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SELLER’S PERSONNEL

6.1 SELLER warrants that SELLER and its SELLER’S PROVIDERS have sufficient, competent and fully qualified personnel to perform the ORDER in the manner and within the time required in the ORDER.

6.2 SELLER’s Key Personnel are defined as SELLER’S REPRESENTATIVE, Engineering Manager,

Quality Control Manager and any other personnel specified as such in the ORDER.

6.3 SELLER’s Key Personnel shall fluently speak and write in English, unless otherwise indicated in

the ORDER.

6.4 SELLER shall nominate the SELLER’s Key Personnel within fifteen (15) days after the

COMMENCEMENT DATE.

6.5 SELLER’s Key Personnel shall not be removed or reassigned without BUYER’s prior written permission. Upon BUYER’s request, SELLER shall remove or replace, at its own cost and expense, the SELLER’s Key Personnel by other suitable and qualified SELLER’s Key Personnel, if BUYER finds the performance of the former SELLER’s Key Personnel is unsatisfactory in any way.

6.6 SELLER’S REPRESENTATIVE may delegate temporally (for no more than one month) all or part of his duties to a nominated person within SELLER’s organization. In such case, BUYER shall be notified of the authority and functions delegated to such person and the duration of it, but BUYER’s authorization is not required.

6.7 SELLER’S REPRESENTATIVE shall represent and act on behalf of SELLER at all times and in all matters during the validity of the ORDER and shall give to BUYER all SELLER notices, instructions, information and all other communications under the ORDER.

6.8 SELLER’S REPRESENTATIVE shall be responsible for:

a) acting as a single contact point for all communications between BUYER and SELLER.

b) monitoring and expediting all SELLER’s and SELLER’S PROVIDERS’ activities to ensure compliance with the SCHEDULE and the requirements of the ORDER, the SUPPLY and, if any, the SERVICES.

c) managing the ORDER and providing all information and resources deemed necessary for

coordinating the efforts of the PARTIES, upon BUYER’s request.

d) attending the ORDER KOM to be held at BUYER’s office, unless another place indicated by

BUYER.

e) attending the PIM to be held at SELLER’s office, unless another place indicated by BUYER.

f) if required, attending technical and progress meetings to be held at BUYER’s office, unless another place indicated by BUYER, that may include HAZOP/SIL studies, layout review, 3D model review, constructability, operability, maintenance and safety reviews, etc.

g) monitoring and expediting responses to BUYER’s communications with SELLER.

h) attending the documentation review meeting to be held at BUYER’s office, unless another place indicated by BUYER, during detail engineering stage to close out the document revisions.

i) preparing the progress reports and the SCHEDULE updates according to BUYER’s

instructions.

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PURCHASE CONDITIONS

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j) coordinating the handling and expediting of SELLER’S DOCUMENTATION, ensuring that

BUYER’s and OWNER’s comments are being considered.

k) upon BUYER’s request, attending any meeting to be held at BUYER’s office, unless another place indicated by BUYER, for discussing any relevant matter including those ones related to SELLER’s default, delay of the SUPPLY or disputed CHANGES.

l) attending the meetings required for close out the ORDER.

m) maintaining lists of the names and addresses of its employees and the employees of its subcontractors and of its sub-suppliers directly involved in the SUPPLY and/or SERVICES.

SCOPE AND IMPLEMENTATION OF THE ORDER

7.1

The SUPPLY and/or the SERVICES are defined in detail in the ORDER (including all the documents which form an integral part of it). The SUPPLY and/or the SERVICES as completed by SELLER shall be in full conformity with the ORDER and fit for the purposes described in the ORDER. SELLER shall perform any obligation, works and services and provide any other things which are required and/or may be inferred from ORDER as being necessary for the successful and timely completion of the SUPPLY and/or the SERVICES.

7.2 SELLER, SELLER’S PROVIDERS, SELLER’s AFFILIATES, SERVICES, SUPPLY and SELLER’S EQUIPMENT shall comply with the applicable rules, regulations, standards and LAWS of the COUNTRY.

7.3 SELLER shall be fully responsible for the performance, acts, failures and omissions, of all its SELLER’S PROVIDERS, regardless that sub-suppliers and subcontractors had been in advance approved by BUYER.

7.4 SELLER shall comply with the nature, origin and provenance of the items and materials constituting the SUPPLY, as specified in the ORDER, substantiated with the required certificates.

7.5 SELLER is responsible for the authenticity of any certificates and for the accuracy of their content. Failure to comply with this obligation shall constitute a material breach of the ORDER, entitling BUYER to terminate the ORDER due to SELLER’s default according to Sub-Clause 23.1.

7.6 SELLER declares and guarantees that it has and will have and provide for the performance of the ORDER the necessary qualified resources, the adequate design capability, the required manufacturing, testing and inspection equipment and the necessary areas for manufacturing and storing the SUPPLY. SELLER shall be liable, without reservation, for the satisfactory carrying out of the SUPPLY, according to the terms of the ORDER, LAWS, standards and codes in effect and state-of-the-art business practice, until completion of the ORDER. SELLER shall at all times be able to provide evidence of said conformity without its liability being released or reduced as a result therefrom.

7.7 SELLER shall take all the necessary actions, at its own cost, so that strikes, vacations, holidays, absence, etc. of its employees do not affect the SCHEDULE or the DELIVERY DATES, and shall take all the necessary actions to ensure that its subcontractors and sub-suppliers comply with the same.

7.8

The advice, information, comments, review and/or approvals transmitted/performed by BUYER (and, if apply, by OWNER) during the implementation of the ORDER, or the lack thereof, shall not release SELLER from any of its responsibilities and obligations, including compliance with any applicable LAW, code, standard and norm.

7.9 SELLER shall comply with the SCHEDULE according to the provisions of Clause 8.

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7.10 Notwithstanding the provisions of Sub-Clause 5.4, SELLER shall inform in writing BUYER, as soon as it becomes aware of the same, of any events or occurrences which are likely to have an impact on the implementation of the ORDER and/or the SCHEDULE (including delays, difficulties in sub ordering or subcontracting, labour disputes, etc.). No later than ten (10) days, SELLER shall also notify BUYER of any corrective actions taken or propose remedies to be implemented by SELLER (taking into consideration any measures proposed by BUYER) to avoid or mitigate such impact. The foregoing shall not release SELLER from its obligations to perform the ORDER in strict accordance with the ORDER and shall not entail that BUYER accepts the consequences of such events.

7.11 SELLER has the responsibility to provide the SUPPLY and/or the SERVICES in full conformity with applicable LAWS in force at the dates of DELIVERIES. Notwithstanding this, the SUPPLY and/or the SERVICES shall be also in full conformity with the LAWS at the achievement date of the PROVISIONAL CLOSE OUT, and/or, at the case may be, at the achievement date of the FINAL CLOSE OUT.

7.12 SELLER guarantees that it will be given the highest importance and priority on quality, safety, health, protection of the environment, social accountability and security during the performance of the ORDER at any time and in any place. Furthermore, SELLER guarantees that it itself shall have established and shall maintain an HSE Management System including Health and Safety Policy, and Environmental Management System based on ISO 14001 Standard and ISO 45001 and that it itself shall cause its SELLER’S PROVIDERS to establish and maintain the same.

7.13 SELLER shall be liable, with the same level of responsibility applicable to the SUPPLY, with regard to any material, equipment or any other thing provided by BUYER to be incorporated to the SUPPLY, as per the provisions established in the ORDER in this regard, until the achievement date of the PROVISIONAL CLOSE OUT.

7.14 SELLER shall provide as part of its offer the list of the workshops for manufacturing the SUPPLY. The agreed list shall be part of the ORDER and any change on it shall be approved by BUYER.

7.15 SELLER hereby agrees to flow down any provisions of the PURCHASE CONDITIONS or of any other document of the ORDER to its SELLER’S PROVIDERS, which may be necessary to SELLER to comply with its obligations and to the proper implementation of the ORDER.

7.16 SELLER shall notify BUYER of any incorrectness and/or deficiency of the SUPPLY or in

connection with it, as soon as it becomes aware of them.

7.17 BUYER reserves the right to carry out in situ audits to verify the compliance of PROJECT HSE

and sustainability requirements by SELLER and its sub-suppliers and sub-contractors.

8 DELIVERY DATES AND SCHEDULE

8.1 SELLER guarantees that the SCHEDULE is consistent with the purpose of the SUPPLY and/or the SERVICES and with the DELIVERY DATES considering the activities related to the stakeholders involved in the execution of the ORDER. BUYER shall be entitled to rely upon the SCHEDULE when planning its activities.

8.2 SELLER guarantees that the SUPPLY and/or SERVICES will be performed in accordance with

the SCHEDULE and that it will comply with the DELIVERY DATES.

8.3 Any change to the SCHEDULE that causes a modification of the DELIVERY DATES or in any activity related to the approval, certification and/or inspection by BUYER and/or OWNER shall be approved by BUYER before implementation.

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8.4

The SCHEDULE (and the DELIVERY DATES) is set out in the ORDER. The acceptance of the ORDER implies that SELLER irrevocably undertakes to meet the SCHEDULE and the DELIVERY DATES, which is one of the essential conditions of the ORDER.

8.5

The starting date for all activities to meet the DELIVERY DATES and the SCHEDULE is the COMMENCEMENT DATE, unless otherwise indicated in the ORDER or by BUYER.

8.6 SELLER shall not be released from its obligation to meet the SCHEDULE except in the cases

expressly indicated in the ORDER.

8.7

If there is a delay caused by or due to SELLER in the SCHEDULE such that may endanger the achievement of any DELIVERY DATE, SELLER shall, at SELLER’s cost and expense, immediately take all necessary steps and actions to expedite the rate of progress of the work and regain such delay, including (as may be appropriate):

a) the use of additional personnel and/or labour and or SELLER´S EQUIPMENT.

b) the use of overtime or more work shifts.

c) the use of air freighting (if applicable).

8.8

If BUYER notifies SELLER that SELLER has fallen (or will fall) behind the SCHEDULE, BUYER shall reserve the right to instruct SELLER to undertake any action, steps or otherwise to expedite the work to regain the SCHEDULE.

SELLER shall submit for approval by BUYER a Recovery Plan to demonstrate the manner in which the SCHEDULE will be regained. All the actions and measures required or needed will be at SELLER’s risk and cost, including those additional costs that BUYER may incur because of the implementation of these actions and measures.

8.9 SELLER shall, along the execution of the ORDER, provide BUYER with all information required to allow BUYER to assess and monitor the progress of the work, in the form of execution programs, manufacturing schedules, and progress reports prepared as per the requirements included in the ORDER. The execution programs and manufacturing schedules shall be sufficiently detailed to enable BUYER to understand the DELIVERY DATES and the sequence and duration of design, sub-ordering, document approval/review, manufacturing, inspection, testing, certification, permitting, release for shipment, and any other activity related to the SUPPLY and SERVICES. Unless otherwise indicated in the ORDER or instructed by BUYER, the progress report shall be issued monthly. Reporting shall continue until SELLER has completed all works which are identified as outstanding in the certificate of PROVISIONAL CLOSE OUT.

8.10 The application of Liquidated Damages for Delay as per the provisions of Clause 27, shall not

release SELLER from its obligations in relation to the provisions of this Clause 8.

9 ORDER PRICE, PAYMENT AND INVOICING CONDITIONS

9.1

The ORDER PRICE constitutes the entire compensation due to SELLER for the SUPPLY, SERVICES and SELLER’s obligations and includes compensation for all applicable TAXES (according to Clause 37), duties, fees, overheads, profit, mobilization and demobilization, and all other direct and indirect costs and expenses incurred or to be incurred by SELLER in the performance of the ORDER (including the costs for remedying NCRs, DEFECTS and WARRANTY DEFECTS, making good the unsatisfied PERFORMANCE GUARANTEES and completing outstanding works).

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9.2

The prices/rates set out in the PURCHASE ORDER for optional items constitutes the entire compensation to be due to SELLER for such items once exercised and included in the SELLER’s scope and shall include compensation for all applicable TAXES (according to Clause 37), duties, fees, overheads, profit, mobilization and demobilization, and all other direct and indirect costs and expenses incurred or to be incurred by SELLER in the performance of the ORDER (including the costs for remedying NCRs, DEFECTS and WARRANTY DEFECTS, making good the unsatisfied PERFORMANCE GUARANTEES and completing outstanding works).

9.3

The ORDER PRICE and the prices/rates set out in the PURCHASE ORDER for optional items are fixed and firm and shall not be revised under any circumstances other than those ones provided in the ORDER; in that case, any of them shall be adjusted only by the corresponding ORDER amendment/PO supplement.

9.4

The ORDER PRICE shall not be subject to escalation for any reason. No adjustment in the ORDER PRICE will be made as a result of changes in the value of any currency.

9.5 All invoices and payments shall be made in the currencies specified in the ORDER.

9.6 SELLER shall submit all the invoices according to the provisions of the Annex B. Any invoice not in accordance with these instructions shall be rejected and returned to SELLER for its amendment, with the consequent new calculation of the invoice due date; in such case, SELLER shall bear any consequences of such failure.

9.7 Without limitation or prejudice to any other rights or remedies of BUYER (including any other express rights of set-off or deductions in the ORDER), BUYER may deduct from amounts which are payable to SELLER under the ORDER any amounts which are payable to BUYER, or to any entity belonging to BUYER’s group, by SELLER under this or any other contract between them, or any claim or money that BUYER, or any entity belonging to BUYER’s group, may have against SELLER whether for damages or otherwise.

9.8 No invoices shall be issued by SELLER before BUYER approves the achievement of the

concepts to be invoiced.

9.9

The terms of payment are specified in the PURCHASE ORDER. SELLER shall comply with the provisions of the Annex B. No amount will be paid until BUYER has received the required and approved Bank Guarantees and insurances policies/certificates according to the provisions of Clause 38 and Clause 39, respectively. Payment shall not be deemed to indicate BUYER’s acceptance, approval, consent or satisfaction.

9.10 Signature of the PURCHASE ORDER by SELLER in accordance with the provisions established

in Clause 5 is a necessary condition to pay any invoice to SELLER.

9.11 The invoice corresponding to the payment milestone of PROVISIONAL CLOSE OUT shall include the balance of the total amount agreed in the PROVISIONAL CLOSE OUT Certificate due to all payable amounts to BUYER as Liquidated Damages or any other debts according to the provisions of the ORDER. This invoice shall not be paid until the PROVISIONAL CLOSE OUT Certificate has been duly signed by SELLER and received by BUYER according to the provisions of the ORDER.

9.12 Payments made by BUYER shall not be deemed to constitute even partial acceptance of the SUPPLY and/or the SERVICES according to the ORDER and shall not affect BUYER’s right to reject the SUPPLY and/or the SERVICES; and receive reimbursement for any amount paid to SELLER for the SUPPLY and/or the SERVICES.

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9.13 SELLER represents and warrants that all documents including invoices, vouchers, financial settlements, billings and reports submitted to BUYER in support of any costs shall truly reflect the facts about the activities and transactions to which they pertain and that in any recording or reporting made for whatever purpose by BUYER, BUYER shall be entitled to rely upon all such documents and the data therein as being complete and accurate. SELLER further agrees to promptly notify BUYER upon discovery of any instance where SELLER has failed to comply with the hereinabove provision.

9.14 SELLER shall act as an independent contractor and nothing contained in the ORDER shall create any right in favour of SELLER against OWNER or any contractual relationship between OWNER and any such SELLER. Consequently, SELLER shall attach the Waiver Declaration (as per form included in the Annex K) duly signed to the invoice corresponding to the first payment milestone of the ORDER. This invoice shall not be considered acceptable until such Waiver Declaration is received by BUYER.

10 CHANGES AND AMENDMENTS

10.1 BUYER shall, at all times during the implementation of the ORDER, be entitled to instruct by

notice a CHANGE of the SUPPLY and/or SERVICES.

10.2 SELLER shall submit within fifteen (15) days after reception of the BUYER’s request for

CHANGE, a proposal containing the following, to the extent applicable:

a) Description of the works to be performed, including the activities to be carried out by BUYER

and/or OWNER;

b) List of new documents created and/or documents to be modified;

c) Detailed program for performing the works showing the required resources;

d) Adjustment of the ORDER PRICE with the same level of detail of the PURCHASE ORDER;

e) List of subcontractors, sub-suppliers and manufacturing places involved in the works; and

f) The SCHEDULE showing the impacts in the DELIVERY DATES and relevant activities.

10.3

If the SELLER’s proposal is accepted by BUYER, the PARTIES shall sign a supplement to the PURCHASE ORDER. SELLER shall not implement any CHANGE prior to the signing of the relevant supplement of the PURCHASE ORDER, unless BUYER expressly instructs in writing SELLER to proceed.

If SELLER implements the CHANGE without the corresponding signed supplement of the PURCHASE ORDER or without BUYER’s instruction to proceed, SELLER shall not be entitled to any payment or extension of time for the implementation of such CHANGE.

10.4

In case SELLER fails to submit its proposal according to Sub-Clause 10.2, or the SELLER’s proposal is not accepted by BUYER, BUYER shall be entitled to instruct SELLER to implement the CHANGE and SELLER shall proceed promptly to carry out it.

The PARTIES shall negotiate in good faith to reach an agreement on the terms and conditions of the CHANGE. In this case, BUYER shall have the right to request SELLER to provide detailed records of costs, profits and the estimated/consumed manpower hours itemized by activities and deliverables to perform the CHANGE. Should no agreement be reached, the dispute may be referred for resolution as per Clause 30.

10.5 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.

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10.6 SELLER shall not be entitled to obtain any cost reimbursement and/or extension of time as a

result of compliance with the preparation, negotiation and dispute of any CHANGE.

11 DESIGN, MATERIALS AND EXECUTION METHODS

11.1 DESIGN

11.1.1 The design and engineering of the SUPPLY shall be developed by SELLER on the basis of the drawings, specifications, and other documentation and information included and/or mentioned in the ORDER and shall be subject to the review and, if requested, approval by BUYER.

11.1.2 SELLER declares that it has revised the documentation and information included and/or mentioned in the ORDER and guarantees that it takes responsibility for the completeness and correctness of such information. Therefore, any incorrectness and/or deficiency encountered in such documentation during the execution of the ORDER will be rectified and/or completed by SELLER at its own cost, without any entitlement to claim to BUYER any extra cost and/or extension of time. Without prejudice to the above SELLER’s responsibility, SELLER shall inform BUYER of any incorrectness and/or deficiency as soon as it becomes aware of them.

11.1.3 The review (or lack of) by BUYER (and, if apply, by OWNER), of any engineering documentation produced by SELLER shall not relieve SELLER of its full responsibility that both its design and the SUPPLY satisfy the technical requirements (quality, performance, and others) and comply with the LAWS, standards, codes and norms, applicable to the ORDER.

11.1.4 The equipment and components forming part of the SUPPLY shall be of well-proven design in

similar applications. Prototypes are not acceptable.

11.2 MATERIALS

11.2.1 The choice of materials to be used for the SUPPLY is generally defined by BUYER in the ORDER. However, considering SELLER’s know-how and professional and industry practices, SELLER has the obligation to verify the correctness of this choice and to inform BUYER of the results of its examination.

11.2.2 In the event that the materials are not defined in the ORDER by BUYER, SELLER shall define and select them on its sole responsibility, in accordance with the quality, performance, corrosion, and other technical requirements specified in the ORDER, and based on its know- how, and professional and industry practices.

11.2.3 SELLER shall procure the materials or components of the SUPPLY exclusively from those sub- suppliers and countries of origin approved by BUYER. SELLER shall be responsible for the proper management of procurement and storage of the materials under its scope to guarantee that the SUPPLY will meet the provisions of the ORDER.

11.2.4 SELLER guarantees that each of the SUPPLY components, including spare parts, is brand

new and free from defects.

11.2.5 In accordance with the Montreal and Kyoto Protocols and general good practice, SELLER guarantees that the SUPPLY, any part and/or component thereof and spare parts, and SELLER´S EQUIPMENT, shall not contain Halons, CFCs, HCFCs, PCBs or Asbestos as well as any mineral fibres based on calcium and magnesium silicates (including amphibole fibres and serpentine fibres), chromide or iodine for bleaching and dyeing, heavy metal dyes (chrome, copper, zinc and nickel), PVC-based paints, volatile organic solvent-based adhesives, phenol- bicarbonates derivatives, chrome compounds, azo dyes, formaldehyde, sulphur dye, and that the above mentioned materials shall not be in any way used in connection with the production process of the SUPPLY or the performance of the SERVICES.

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11.3 EXECUTION METHODS

11.3.1 SELLER shall be responsible for the choice of the execution methods, unless otherwise

specified in the ORDER.

Notwithstanding the above, SELLER shall manufacture the SUPPLY in the manner (if any) specified in the ORDER; in a proper workmanlike and careful manner, in accordance with recognised good practices; and with properly equipped facilities and non-hazardous materials, except as otherwise specified in the ORDER.

11.3.2 SELLER shall guarantee the health, safety, quality and adequacy of the workshops, stores, facilities and machineries used to manufacture any part of the SUPPLY and shall keep records of the corresponding certificates of maintenance, calibration, health, safety and quality, at least during the implementation of the ORDER. BUYER reserves the right to request SELLER said certificates.

11.3.3 For each part of the SUPPLY, and except to the extent that the PARTIES otherwise agree, BUYER shall have the right to instruct SELLER to not commence execution of such part of the SUPPLY prior to the release and/or approval by BUYER, and when required by OWNER, of the concerned SELLER’S DOCUMENTATION subject to be reviewed and/or approved.

11.4 SELLER may propose solutions or alternatives to design, choice of materials and manufacturing techniques which shall be at least equivalent to those provided for in the ORDER. Such solutions or alternatives shall require BUYER’s prior written approval before any works are started. BUYER’s agreement to the said solutions or alternatives shall not release SELLER from any of its responsibilities and obligations and shall not introduce a change to other conditions of the ORDER. The proposed solutions and/or alternatives shall have a cost and/or schedule impact favourable to the PROJECT.

12 SELLER’S DOCUMENTATION

12.1 SELLER shall prepare the drawings, documents and data and submit, whenever needed, the same for BUYER’s review, as expressly required in the ORDER. BUYER’s review and/or, when apply, OWNER’s review (or lack of them) of such information and any other SELLER’S DOCUMENTATION shall not release SELLER from any of its obligations and responsibilities under the ORDER.

12.2

In accordance with the ORDER, the SUPPLY and/or the SERVICES shall include the preparation, updating and submission not only of all the technical documents related to the design, engineering, fabrication, and material and equipment erection, but also of the documents required for shipment and export of the same, permits, licenses, inspections, testing and any other document for the fulfilment of the requirements of the ORDER.

12.3 Regarding documentation requested by BUYER and/or required by the LAWS for obtaining licenses and permits related to the SUPPLY and/or the SERVICES, SELLER shall prepare a list of all such equipment and materials forming part of the SUPPLY in a timely manner and in accordance with BUYER’s instructions. SELLER shall ensure that all equipment and materials forming part of the SUPPLY actually supplied conform exactly to those itemized in the list.

12.4 SELLER’S DOCUMENTATION shall be submitted in the format and according with the requirements specified in the ORDER. The delivery of a SELLER’S DOCUMENT shall not be considered as occurred in case the document is not submitted according to above mentioned format and requirements. In particular, where both hard copy and electronic format are required under the ORDER for a document, this document shall not be considered as delivered until both hard copy and electronic format are received by BUYER.

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12.5 SELLER’S DOCUMENTATION shall be in English language, unless otherwise established in the

ORDER.

12.6 BUYER may give notice to SELLER that a SELLER’S DOCUMENT fails (to the extent stated) to comply with the ORDER. If a SELLER’S DOCUMENT so fails to comply, it shall be rectified and resubmitted by SELLER, at its own cost, within fourteen (14) days from receipt of such notice for further review and comments by BUYER and, if requested, by OWNER.

12.7 SELLER shall implement any comments made by BUYER and/or OWNER to documents, and accordingly, the SUPPLY shall be performed considering such comments. In case of any comment made by BUYER and/or OWNER may affect the compliance of any requirement of the ORDER, especially if it affects the SUPPLY, SELLER shall inform and explain to BUYER such circumstances in order to reach a resolution.

12.8 The non-implementation of comments on documents means that documentation will not be considered as delivered. SELLER shall keep updated any SELLER´S DOCUMENT to be available at BUYER´s request.

12.9

If errors, omissions, ambiguities, inconsistencies, inadequacies or other defects are found in the SELLER’S DOCUMENTATION, they and the relevant part of the works shall be corrected at SELLER’s cost, notwithstanding any review, comment or approval given by BUYER and, if requested, by OWNER. As soon as SELLER become aware of the above mentioned defects, BUYER shall be notified.

12.10 SELLER warrants to not commit forgery of any document or part of it by itself, its SELLER´S PROVIDERS or any third party related to SELLER. Failure to comply with this obligation shall be considered as SELLER’s wilful misconduct and shall constitute a material breach of the ORDER, entitling BUYER to terminate the ORDER due to SELLER’s default according to Sub-Clause 23.1.

13 SPARE PARTS AND SPECIFIC CONSUMABLE PARTS AND MATERIALS

13.1 SELLER shall provide the spare parts in accordance with the requirements set forth below and

those ones established in the ORDER.

13.2 SELLER shall provide a list of any specific consumable parts and materials recommended by

SELLER and, if required, provide them according to the ORDER.

13.3 SELLER agrees to deliver the spare parts and specific consumable parts and materials within the appropriate time schedule, as well as any related documentation in conformity with the requirements set forth in the ORDER.

13.4 The spare parts shall satisfy the same technical and commercial conditions as those applying to

the SUPPLY.

13.5 SELLER guarantees the supply of the spare parts without interruption during a period of twenty

(20) years from the achievement date of the FINAL CLOSE OUT.

13.6 Unless otherwise indicated in the ORDER, PRE-COMMISSIONING, COMMISSIONING AND START-UP SPARE PARTS shall be included in the SUPPLY and shall be delivered with the parent the PRE-COMMISSIONING, COMMISSIONING AND START-UP SPARE PARTS required for the PROJECT according to the scope of the SUPPLY.

equipment. SELLER

recommend

shall

all

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13.7 The supply of the CAPITAL/INSURANCE SPARE PARTS and TWO YEAR OPERATING SPARE PARTS are not part of the SUPPLY, unless otherwise indicated in the ORDER. However, SELLER shall recommend the CAPITAL/INSURANCE SPARE PARTS and the TWO YEAR OPERATING SPARE PARTS according to the requirements of the PROJECT.

13.8 The CAPITAL/INSURANCE SPARE PARTS and TWO YEAR OPERATING SPARE PARTS may be ordered by BUYER in separate purchase orders from the PURCHASE ORDER. BUYER reserves the right to adjust the quantities proposed by SELLER and place the purchase orders for those quantities at the unit prices as agreed between the PARTIES. For deferred purchase of these spare parts, SELLER agrees to extend validity to, and the right to direct purchase by OWNER under the same applicable conditions as set out in the ORDER.

13.9 The spare parts shall be identical and interchangeable with the respective parts of the main equipment and materials. SELLER shall also be required to furnish identification of parts manufactured by its sub-suppliers (including OEM and OCM part number), including spare parts required for auxiliary units, if any.

13.10 SELLER shall prepare the Spare Parts List according to the format and instructions provided by

BUYER for the PROJECT.

The Spare Parts List shall include the lists of PRE-COMMISSIONING, COMMISSIONING AND START-UP SPARE PARTS, CAPITAL/INSURANCE SPARE PARTS and TWO YEAR OPERATING SPARE PARTS. The list of each type of spare parts shall include the data related to interchangeability, delivery terms, actual design details, price and any other information required to define properly all spare parts.

SELLER shall consider all BUYER’s and OWNER’s comments to the Spare Parts List. SELLER shall issue an update of the Spare Parts List whenever any addition or change are made to the main equipment design.

13.11 SELLER shall provide any additional document (Sectional Drawings, Bill of Material, Part List,

etc.) required to define properly all spare parts.

13.12 Regarding spare parts, BUYER reserves the right to propose different type or quantity from those ones recommended by SELLER. SELLER shall evaluate BUYER’s proposal in order to validate it.

13.13 SELLER shall provide the necessary human resources to manage and achieve the correct interchangeability and any other activity in connection with spare parts as required for the PROJECT.

13.14 All spare parts, shall be new and unused, shall be properly documented, inspected and certified

as per their own parent equipment.

13.15 All spare parts shall be properly packaged (boxed) to guarantee that they are received in good conditions and shall always be packaged separately from the rest of the SUPPLY, even if dispatched at the same time. The spare parts shall be marked indicating the corresponding purchase order reference, the supplement number, the tag number of the parent equipment and the storage and preservation details and recommendations.

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14 ASSIGNMENT. SUBCONTRACTS AND SUB-ORDERS

14.1 ASSIGNMENT

14.1.1 Neither the ORDER, nor any right, benefit, interest, obligations or claim thereunder, shall be either wholly or partially assigned, ceded, pledged, or transferred by SELLER without the BUYER’s prior written approval. In particular, the credits arising from the ORDER may not be transferred to third parties. Violation of this prohibition shall constitute a material breach of the SELLER’s contractual obligations, consequently entitling BUYER to suspend payments to SELLER and to terminate the ORDER due to SELLER’s breach according to Sub-Clause 23.1.

14.1.2 In case of the assignment is approved by BUYER, SELLER, as initial recipient of the ORDER, shall remain jointly and severally liable for the performance of the ORDER and of the associated in force agreements between the PARTIES vis-à-vis BUYER, except with the BUYER’s prior, written derogation agreement.

14.1.3 SELLER hereby unconditionally consents to any assignment of any of the SELLER’s rights, benefits and interests under the ORDER, including any SELLER’s warranties, to OWNER or any of its nominee or LENDERS and any of BUYER’s AFFILIATES, upon BUYER’s written request.

14.1.4 BUYER may novate all the rights, benefits and obligations of SELLER under the ORDER to OWNER, or any of OWNER’s nominee or LENDERS and any of BUYER’s AFFILIATES, without additional consent from SELLER, in the event of a termination of the contract between BUYER and OWNER or of BUYER’s engagement under the said contract. SELLER shall sign any documents necessary to give effect to such assignment or novation.

14.2 SUBCONTRACTS

14.2.1 In case of subcontracting, the SELLER’s responsibility remains complete during the implementation of the ORDER. SELLER shall provide BUYER, prior to issuance of the ORDER, with a list of its proposed subcontractors, with an indication of locations of manufacture. Any change on the list shall be approved by BUYER.

14.2.2 SELLER shall not subcontract all or any portion of the SUPPLY without BUYER’s prior, written

consent. BUYER reserves the right to refuse or reject subcontractors proposed by SELLER.

14.2.3 On request, SELLER shall provide unpriced copies of any or all subcontracts. Any subcontract

shall be considered valid only if BUYER has not refused or rejected them.

14.2.4 BUYER reserves the right to impose a subcontractor, who will be under full responsibility of

SELLER during the implementation of the ORDER.

14.2.5 Any subcontract shall necessarily include the same obligations as those to which SELLER has agreed in the ORDER, provided they are applicable to each subcontract particularly. SELLER shall take all measures to ensure the necessary coordination and resolve all problems with subcontractors and tier-two subcontractor/suppliers; and shall, in any event, remain fully responsible for the ORDER.

14.2.6 Subject to its confidentiality obligations, SELLER shall provide to its subcontractors with all the information and documentation required to guarantee that the SUPPLY and subcontractors shall fully comply with the requirements of the ORDER.

14.2.7 Any tier-two subcontractor and its subcontracts shall comply with the provisions of this Sub-

Clause 14.2.

14.3 SUB-ORDERS

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14.3.1 The purchase by SELLER of raw materials, standard or commercial items required for the

SUPPLY will not be considered as a subcontract as per Sub-Clause 14.2, but as sub-order.

14.3.2 Any sub-supplier will be under full responsibility of SELLER during the implementation of the

ORDER.

14.3.3 On request, SELLER shall provide unpriced copies of any sub-order.

14.3.4 BUYER reserves the right to impose or refuse a sub-supplier, who will be under full

responsibility of SELLER during the implementation of the ORDER.

14.3.5 SELLER shall declare the country of origin for raw materials, standard or commercial items.

BUYER shall reserve the right to refuse or reject any of them.

14.3.6 Any sub-order shall necessarily include the same obligations as those SELLER has agreed in the ORDER, provided they are applicable to each sub-order particularly. SELLER shall take all measures to ensure the necessary coordination and resolve all problems with sub-suppliers; and shall, in any event, remain fully responsible for the ORDER.

14.3.7 Subject to its confidentiality obligations, SELLER shall provide to its sub-suppliers with all the information and documentation required to guarantee that the SUPPLY and sub-suppliers fully comply with the requirements of the ORDER.

14.3.8 Any tier-two supplier and tier-two order shall comply with the provisions of Sub-Clause 14.3.

14.4 SELLER shall comply with all its obligations regarding its SELLER’S PROVIDERS and shall be liable for any act, default, omission and negligence of such SELLER’S PROVIDERS and shall indemnify and hold harmless BUYER and OWNER against any claims, demands and liens of whatsoever nature by SELLER’S PROVIDERS.

14.5 For sake of clarity, under any circumstance, the ORDER shall neither be governed nor be

affected by any internal agreement between SELLER and its SELLER’S PROVIDERS.

15 QUALITY ASSURANCE AND QUALITY CONTROL. INSPECTIONS AND TESTS

15.1 The ORDER shall be executed according to professional standards and practices. SELLER shall have an internal quality (QA/QC) system in place which guarantees compliance, by SELLER and by its agents, representatives and SELLER’S PROVIDERS assigned by SELLER, with the requirements established in the ORDER. The quality system shall, as a minimum, meet the requirements of ISO 9001 and any other requirements established in the ORDER and BUYER shall be entitled to audit any aspect of the system.

15.2

If SELLER proposes to work with a quality system standard other than ISO 9001, then this shall be clearly stated in its bid as prior approval to work with systems other than ISO 9001.

15.3 Compliance with the quality system shall not relieve SELLER of any of its duties, obligations or

responsibilities under the ORDER.

15.4 SELLER shall provide BUYER, a detailed ITP in conformity with SELLER’s quality system and in accordance with the requirements of the ORDER and the COUNTRY Rules, Regulations and Standards, which shall include the witness requirement levels for the manufacturing and testing activities for all the parties involved (SELLER, BUYER, OWNER) and any eventual third party required in the ORDER. The ITP shall be subject to the approval of BUYER/OWNER.

15.5 BUYER reserves the right to verify the qualification of SELLER’s workforce as required in the ORDER. SELLER is also obligated to share the calibration and verification procedures and records of measuring devices and tools used in the quality control activities during the execution of the ORDER.

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15.6 BUYER shall have the right to issue an NCR whenever a deviation from any requirements established in the ORDER is detected and SELLER shall have the obligation to rectify the deviation according to the provisions of the ORDER.

15.7 SELLER, at its own cost, carry out all the required activities for NCR close out, including any testing, inspection, certification, etc. and shall prepare and implement a recovery plan in order to assure no delays in the SCHEDULE occurs due to NCRs.

15.8 All NCRs shall be formally closed out by BUYER after the concerned non-conformities have been rectified by SELLER to the satisfaction of BUYER. SELLER’s failure to obtain the close out of any NCR will be considered as a SELLER’s default.

15.9 For the non-conformities and DEFECTS raised at SITE which cannot be remedied at SITE, the SUPPLY shall be returned to SELLER’s premises by SELLER, unless otherwise indicated by BUYER, for its repair or replacement and SELLER shall pay all the repair or replacement costs and, in case the removal and transportation be carried out by other than SELLER, plus the handling and transportation charges both ways. In any case, SELLER shall provide, at its sole risk and cost, all additional materials, equipment, machineries, etc. and/or SELLER’s personnel required for remedy the non-conformity or DEFECT, if not available at SITE.

15.10 In case SELLER fails to perform all the required activities for NCR close out within a reasonable time acceptable to BUYER, BUYER may elect, at its sole discretion, any third party of its choice to remedy the non-conformity, with the corresponding charges being for SELLER’s account.

15.11 SELLER shall make the necessary qualitative and quantitative controls of the SUPPLY in order

to comply with the requirements set forth in the ORDER.

Prior to perform any inspection, all preliminary controls and tests required for such inspection shall have been carried out by SELLER to verify the conformity of the SUPPLY or, if necessary, and with prior BUYER’s approval, by its subcontractors and/or sub-suppliers. In particular, SELLER shall perform in due time all necessary controls and tests, others than required for the FINAL INSPECTION, prior to the FINAL INSPECTION.

15.12 For the purposes of ensuring the satisfactory progress and completion of the ORDER, BUYER reserves the right to examine, inspect, measure and/or test materials and workmanship, and to check the progress of manufacture and production of the goods forming part of the SUPPLY, either itself or through authorized representatives, at any stage of the manufacturing, assembly or shipment, in the workshops, warehouses or any other SELLER’s premises, or the premises of its subcontractors and sub-suppliers.

BUYER shall have the right to perform the following visits to the SELLER’s and its subcontractors’ and sub-suppliers’ premises:

a) programmed visits according to ITP.

b) non-programmed visits, when SELLER is showing low performance, poor or inaccurate

reporting, significant and/or frequent delays.

c) other visits according to PROJECT necessities.

In this respect:

i) SELLER shall provide BUYER and/or OWNER with free access to any location where a

task relating to the ORDER is performed;

ii) SELLER agrees to secure the same right of access to premises of SELLER’s subcontractors and sub-suppliers. The visits to these premises shall be made in coordination with SELLER; and

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iii) SELLER shall make available, in a timely manner and at no cost to BUYER, and in accordance with the provisions of the ORDER, all the information, documents, permits, certifications and/or resources required for the inspection and following up visits of the SUPPLY including HSE personal protection equipment.

15.13 BUYER, or its authorized representatives, further reserve the right to inspect the SUPPLY prior to shipment. Such inspection does not relieve SELLER of its warranties and/or responsibility for furnishing the SUPPLY strictly in accordance with the requirements and specifications of the ORDER.

15.14 In respect of the work which BUYER is entitled to examine, inspect, measure and/or test, SELLER shall give notice to BUYER whenever any such work is ready and before it is covered up, put out of sight or packaged for storage or transport. BUYER shall then either carry out the examination, inspection, measurement or testing without unreasonable delay, or promptly give notice to SELLER that BUYER does not require to do so. If SELLER fails to give the notice, then, if and when required by BUYER, shall uncover the work and thereafter reinstate and make good such work, all at the SELLER’s cost.

15.15 Once the FINAL INSPECTION has been performed satisfactory, BUYER will issue the IRC. BUYER reserves the right to issue a conditioned IRC with outstanding activities which shall be reflected in the IRC. BUYER has the right to waive any inspection at the point of manufacture without giving up its right to perform this inspection and the FINAL INSPECTION at destination.

15.16 The RN shall be issued when the IRC (if apply) has been submitted and, according to the provisions of the Annex D the goods has been packaged and marked and all necessary delivery documentation has been received. BUYER reserves the right to issue the RN without issuing the related IRC. SELLER shall not make the CARGO available for shipping, without BUYER prior written consent and instructions. In any case, SELLER shall coordinate the logistics details with BUYER prior to the shipment of the CARGO.

15.17 BUYER shall have the right to instruct SELLER to dispatch the whole or any part of the SUPPLY at any time, and SELLER shall not oppose to this instruction, except in case of FORCE MAJEURE according to the provisions of Clause 24.

15.18 SELLER shall bear the costs incurred:

a) by itself for the preparation of the files (manufacturer’s files, official approval files, quality

dossiers, etc.) required by the ORDER; and

b) by itself for the performance of any tests (at premises of SELLER, and SELLER’s subcontractors and sub-suppliers and/or at SITE) required by the ORDER, including all the necessary equipment, tools, and any other physical resources; and

c) by BUYER and/or OWNER when, for causes attributable to SELLER, all or part of the tests

will be performed at a different location than location specified in the ORDER; and

d) by BUYER and/or OWNER due to direct costs (travel and living expenses, travel time, work

time, etc.) if:

it turns out to be necessary to make additional and/or complimentary verifications to those provided in the ORDER, as a result of a non-conformity;

ii) any inspection or test cannot take place on the scheduled dates, or cannot be completed and it becomes necessary to conduct a new inspection or additional tests, for reasons attributable to SELLER;

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iii) the manufacturing completion by SELLER is beyond the contractual date as

consequence of a delay attributable to SELLER or its SELLER’S PROVIDERS.

15.19 The presence of BUYER’s representatives in any place where an activity in connection with this Clause 15 to be performed, as well as any written verifications, comments and/or approvals made by BUYER with regard to the SUPPLY, shall not release SELLER from any of its responsibilities. SELLER shall not invoke under any circumstances BUYER’s liability in connection with this Sub- Clause 15.19.

15.20 SELLER shall preserve and make available an original copy of the final quality dossier and any other document and/or certificate related to quality for a period of five (5) years after the achievement date of the FINAL CLOSE OUT or the termination of the ORDER. BUYER reserves the right of access and examination of such documentation during this period or until the end of any arbitration, claim or dispute arisen with SELLER or OWNER.

15.21 BUYER shall reserve the right to, under Clause 10, vary the location or details of specified tests, or instruct SELLER to carry out additional tests. If these tests show that the tested equipment, materials or workmanship are not in accordance with the ORDER, the cost of carrying out this variation shall be borne by SELLER, notwithstanding other provisions of the ORDER.

15.22 In addition to the provisions set out in this Clause 15, SELLER shall comply with the requirements

established in the Annex F.

16 PACKAGING. MARKING. DELIVERY AND SHIPMENT

16.1 Regarding the packaging, marking, delivery and shipment of the SUPPLY, SELLER shall be responsible for full compliance with all the related requirements included in the ORDER, which are to be considered as minimum requirements; hence, SELLER shall take all required actions even if they are no expressly indicated in the ORDER. In particular, the detailed packaging, marking and delivery/shipment instructions are specified in the Annexes D and E.

16.2 As soon as SELLER becomes aware of any error, omission or change that may impact the

packaging, marking, delivery and shipment of the SUPPLY, BUYER shall be notified.

16.3 SELLER shall bear all the consequences and all related costs incurred by BUYER of any errors, omissions, changes and non-observance of the requirements by SELLER and its SELLER´S PROVIDERS.

16.4 PACKAGING AND MARKING

16.4.1 SELLER shall be responsible for protecting the SUPPLY against all risks (including harsh weather, humidity, corrosion, vibrations, shocks to machined, polished or vulnerable parts, loading accidents or storage constraints). This shall include any activity needed to preserve and maintain the SUPPLY, as well as any additional requirements inherent to the agreement upon shipping method, even if shipment is not the responsibility of SELLER.

16.4.2 As a minimum, the packaging shall be designed and prepared in such a way as to maintain the CARGO in perfect conditions during the handling, transport operations and storage.

Upon delivery, if the CARGO is not in compliance with the packaging and marking requirements, BUYER shall have the right to reject and return it, carriage forward, to SELLER. SELLER shall bear the costs of correcting this non conformance and the costs of the return shipment.

16.5 DELIVERY AND SHIPMENT

16.5.1 Partial DELIVERIES will only be accepted at BUYER’s discretion.

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16.5.2 The SUPPLY shall be delivered to, or made available at, the place of delivery specified in the PURCHASE ORDER. If the delivery is not made at the said location and/or within the allotted period of time or it is not in compliance with the established delivery terms, any costs incurred in connection with dead freight, demurrage, warehousing, insurance, carriage to another loading point and/or any other necessary costs to ensure the delivery, shall be borne by SELLER, as well as any direct costs to be incurred by BUYER.

16.5.3 If SELLER fails to comply with the provisions of Sub-Clause 15.16, BUYER reserves the right

to return the SUPPLY to SELLER, at its expense.

16.5.4 BUYER reserves the right to suspend shipment of the entire SUPPLY or part of it and to request

SELLER for free storage of it according to the provisions of Clause 17.

16.5.5 SELLER shall indemnify and hold BUYER harmless from and against all damages, losses and expenses (including legal fees and expenses) resulting from those transport activities of goods for which SELLER is responsible as required in the ORDER and shall negotiate and pay all claims arising from such transport activities.

16.5.6 BUYER will verify the conformity of the DELIVERY when the CARGO had been received at SITE according with the provisions of the ORDER. In case of any non-conformance regarding SELLER’s responsibilities were found during such verification process, the DELIVERY shall not be considered satisfied until SELLER shall remedy them at its own cost.

17 STORAGE

17.1 The storage of any item being part of the SUPPLY prior to the stipulated date of delivery shall be

borne at SELLER’s cost and risk.

17.2 Upon BUYER’s request, SELLER shall, at its own cost and risk, keep the SUPPLY or any part thereof, stored after the related contractual date of delivery or the date on which BUYER provides to SELLER the IRC, whichever is later. SELLER shall provide free storage (which shall include storage, maintenance, preservation, care, security and full insurance cover according to the ORDER) for a period of up to ninety (90) days from the related contractual date of delivery or the date stated in the IRC by BUYER, whichever is later, with no cost to BUYER.

17.3

If the need for storage prior to shipment extends beyond the ninety (90) days of free storage, for causes not attributable to SELLER, SELLER will be reimbursed for such additional costs to be agreed between the PARTIES or as mentioned in the ORDER. SELLER shall notify BUYER at least ten (10) days prior to the end of the requested period of storage. In addition, SELLER shall notify BUYER at least thirty (30) days prior to the end of the ninety (90) days period of free storage, providing a proposal of a CHANGE for additional storage.

17.4 Without prejudice of BUYER’s rights, any such requirement for free storage shall not affect SELLER’s rights regarding payments for delivery, provided that SELLER has otherwise fully complied with SELLER’s obligations. Required adjustments on payments and/or SCHEDULE will be agreed between the PARTIES such that SELLER is able to invoice, proportionally, for specific work or obligations completed.

18 TRANSFER OF TITLE AND RISKS. LIENS

18.1 Without prejudice to SELLER’s obligations, title to the SUPPLY or any part of it shall become the

property of BUYER free from liens and other encumbrances, whichever occurs earlier,

a) when the SUPPLY (in whole or in part) is delivered to BUYER;

b) when the SUPPLY (in whole or in part) is delivered at SITE;

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c) when SELLER becomes entitled to payment for the SUPPLY (in whole or in part) under the

ORDER; or

d) when BUYER becomes entitled to payment for the SUPPLY (in whole or in part) by

OWNER.

18.2 Regardless of transfer of title, SELLER shall remain responsible for all risks of loss or damage to the SUPPLY, the SELLER’S EQUIPMENT and the BUYER’S EQUIPMENT up to the achievement date of the PROVISIONAL CLOSE OUT for causes attributable to SELLER. Furthermore, SELLER shall be liable for any loss or damage to the SUPPLY according to the provisions of Sub-Clauses 26.4, 26.5 and 26.7, and to the SELLER’S EQUIPMENT and to the BUYER’S EQUIPMENT.

18.3 SELLER guarantees that the SUPPLY (and any of its components) shall, at all time, be free from any lien, charge, or encumbrance. SELLER shall hold harmless and indemnify BUYER and OWNER against any lien, charge, claim, rights of retention, seizures, attachments or judgments resulting from SELLER’s failure to fulfil this obligation.

18.4 For any of its subcontract or sub-order, SELLER has the responsibility to assure that the above

transfer of title stipulation and the required “free from liens” condition are fulfilled.

18.5 SELLER shall not file, claim or register any lien and shall prevent any lien from being filed, claimed or registered by any SELLER’S PROVIDER or by any employee, servant or agent of SELLER or of a SELLER’S PROVIDER, against the property of OWNER or BUYER or any work done, or any services rendered, or any equipment or material supplied under the ORDER or any subcontract or sub-order let by SELLER.

In the event that any such lien should be filed, claimed or registered by any such person against any material or equipment or against any monies then due or to become due to SELLER from BUYER, SELLER shall immediately notify BUYER and shall promptly discharge, by bond or otherwise, such lien or attachment, and exonerate, indemnify, and protect BUYER and OWNER against any loss, damage, or reasonable expense in connection therewith, including legal fees.

18.6 Until any such lien is fully discharged by bond or otherwise, BUYER shall have the right to withhold one hundred per cent (100%) of the full amount thereof from any payments to be made to SELLER and such withholding of payment shall not affect the other rights and obligations of the PARTIES under the ORDER. When any lien contemplated by Sub-Clause 18.3 is fully discharged, BUYER shall pay to SELLER any amounts withheld pursuant to this Sub-Clause 18.6. Alternatively, BUYER may discharge the lien by paying the appropriate amount directly to the relevant party and deduct such amount from further payments to be made to BUYER pursuant to the ORDER.

19 WORKS AND SERVICES AT SITE

19.1

In case SELLER is required to provide any work at SITE, such work shall be governed, to the applicable extent, by the terms and conditions established in the ORDER and more specifically described in the Annex G.

19.2 SELLER shall provide sufficient and proper SELLER’S EQUIPMENT and sufficient, competent and fully qualified personnel to perform the works at SITE in the manner and within the time required in the ORDER, and at no additional costs other than already specified in the ORDER.

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19.3 When the ORDER requires the rendering of SELLER’ services or attendance by SELLER at the SITE, SELLER shall ensure to be fully informed, in advance, of all the conditions and applicable LAWS requirements to be fulfilled at SITE (such as weather conditions, visa and pass gates, health and safety rules, etc.). Any costs arising from SELLER’s actions, inactions, errors or omissions delaying the access to site, shall be solely borne by SELLER.

19.4 SELLER shall comply with and shall make its SELLER’S PROVIDERS to comply with the conditions and requirements, mentioned in Sub-Clause 19.3 when they stay at the country(ies) of the SITE. Therefore, SELLER shall hold harmless, defend and indemnify BUYER and OWNER from and against any liability or penalty which may be imposed by the government and authorities of the country(ies) where is(are) located the SITE(s) by reason of any violation of the applicable LAWS thereof, arising out of SELLER’s and/or its SELLER’S PROVIDERS acts, errors or omissions.

19.5 SELLER shall be responsible for and shall provide at its sole cost and risk all necessary accommodation, messing, transportation, medical assistance, insurance, employment of nationals, visa requirements and other facilities for its own personnel and its SELLER’S PROVIDERS’ personnel. SELLER shall comply with all the financial, tax and/or administrative LAWS and other normative applicable in the country(ies) where is(are) located the SITE arising from the ORDER and shall assume all the consequences incurred by BUYER and/or OWNER as a result of the failure by SELLER, its employees and/or its SELLER’S PROVIDERS to comply with them.

19.6 At no cost to BUYER, SELLER shall ensure that all its personnel and its SELLER’S PROVIDERS’ personnel have and make proper use of the PPE and uniforms at all times during the execution of any work at SITE. In the event that SELLER’s personnel or its SELLER’S PROVIDERS’ personnel fail to wear safety equipment and uniforms when at SITE, SELLER shall be held liable for any resulting loss, damage or injury. BUYER reserves the right to immediately remove any personnel or SELLER’S EQUIPMENT failing to adhere to BUYER’s safety requirements or BUYER’s safety team direct or indirect instructions.

19.7

In case SELLER is required to provide any work at SITE, SELLER shall comply with the applicable HSE requirements provided by BUYER or the relevant third party.

19.8 BUYER shall give SELLER and/or SELLER’S PROVIDERS right of access to the areas of the SITE where any works to be performed related to the SUPPLY and/or SERVICES. The right of access may be not exclusive to SELLER and/or SELLER’S PROVIDERS.

19.9 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.

19.10 SELLER shall, as specified in the ORDER or as instructed by BUYER, allow appropriate opportunities for carrying out work to BUYER/OWNER’s personnel, any other seller and/or subcontractor employed by BUYER/OWNER, and the personnel of any legally constituted public authorities who may be employed in the execution on or near the SITE of any work not included in the ORDER. SELLER shall be responsible for its works on SITE, and shall coordinate its own activities with those of other sellers and subcontractors.

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19.11 SELLER agrees that all the obligations, warranties, duties and undertakings pertaining to the SUPPLY and SERVICES shall be conjoined and inseparable. SELLER shall be liable for any impact caused to the SUPPLY as a result of the failure of the performance of the SERVICES by SELLER, SELLER’s AFFILIATES and/or SELLER’S PROVIDERS, even if the SERVICE is purchased in a separated purchase order and/or by any BUYER’s AFFILIATE/OWNER.

19.12 SELLER shall prosecute any work at SITE to the FINAL CLOSE OUT with diligence. Otherwise, BUYER shall have the right to instruct SELLER to remove or replace any person at SITE by other suitable and qualified person, and to rework the entire works at SITE or any part of it at its own cost and risk to the satisfaction of BUYER.

19.13 BUYER shall have the right to reject the entire SERVICE or any part of it in case SELLER fails to comply with its obligations regarding the ORDER, being applicable the provisions of Clause 21. This circumstance shall be considered as a SELLER’s default subject to the provisions of Clause 20.

20 SELLER’S DEFAULT

20.1 SELLER shall be deemed to be in default in the following cases:

a) Persistent failure affecting the quality and conformity of the SUPPLY and/or SERVICES;

b) Delay in the commencement and/or the performance of:

the ORDER, leading to an unavoidable delay of the SCHEDULE (and/or any of the DELIVERY DATES);

ii) the SITE Performance Test;

iii) the FINAL INSPECTION; and/or

iv) the activities related to transportation of the SUPPLY caused by SELLER, even if the

transportation is not included in the scope of SELLER.

c) Non-implementation of the ORDER, in whole or in part;

d) Prolonged failure of SELLER to meet its obligations under the ORDER;

e) SELLER’s failure to close out any NCR pursuant to Sub-Clause 15.7;

f) SELLER’s failure to comply with the SERVICES pursuant to Sub-Clause 19.13;

g) SELLER’s failure to comply with the Bank Guarantees provisions pursuant to Sub-Clause

38.3;

h) SELLER’s failure to comply with the Insurances provisions pursuant to Paragraph 39.2.11;

i) SELLER’s failure to fulfil with any other clauses that expressly entitle BUYER to terminate

the ORDER by SELLER’s default.

20.2

In the event of SELLER’s default, unless otherwise established in the ORDER, BUYER may notify SELLER its default and instruct it with the correction measures or request SELLER to provide its own proposal for remedy the default within ten (10) days from the date of default notification, unless indicated otherwise in such notification. Both, BUYER’s instruction or SELLER’s proposal for remedy, shall state a date or timeframe for completion. SELLER’s proposal shall be subject to BUYER’s and/or OWNER’s comments and approval; therefore, SELLER shall not take any action before BUYER provides the instruction to proceed.

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20.3

If SELLER fails to comply with any of the provisions of Sub-Clause 20.2, and without prejudice to BUYER’s right of termination of the ORDER due to SELLER’s default according to Sub-Clause 23.1, BUYER may, as the case may be,:

a) either impose on SELLER a technical assistance without releasing SELLER from its

obligations or responsibilities; or

b) itself replace SELLER for all or part of the SUPPLY and/or SERVICES, at the SELLER’s cost and risk, and without prejudice to the continuing validity of the ORDER. In this respect, BUYER may use its own resources to complete the SUPPLY and/or SERVICES and/or use any third party as a subcontractor or supplier; or

c) reject all or part of the SUPPLY in accordance with Clause 21.

20.4 BUYER shall have the right to charge to SELLER all costs incurred by BUYER as a result of SELLER’s default. Without prejudice of any other method of recovery available under the ORDER, BUYER shall have the right to deduct such costs from any amounts still due to SELLER, corresponding to the part of the SUPPLY already performed in accordance with the ORDER requirements.

21 REJECTION OF THE SUPPLY

21.1 Should SELLER fail to implement all or part of the SUPPLY in conformity with the ORDER and, specifically, in the cases expressly indicated in the ORDER, BUYER reserves the right to reject all or part of the SUPPLY.

21.2 Upon notification of rejection of all or part of the SUPPLY by BUYER, without prejudice of

BUYER’s rights and SELLER’s obligations, BUYER shall:

a) request SELLER to replace as soon as possible, at its own cost and risk, the rejected item(s)

of the SUPPLY; or

b) replace by itself and/or request to some third parties to replace the rejected item(s) of the SUPPLY when the SUPPLY has been rejected partially. Then, SELLER shall bear all costs incurred by BUYER, and the SELLER’s obligations regarding the SUPPLY including those ones related to the replaced item(s) shall be kept; or

c) have the right to terminate, at BUYER’s discretion, the entire ORDER or part of it due to

SELLER’s default according to Sub-Clause 23.1.

21.3 Notwithstanding the above, BUYER may temporarily use all or part of the rejected SUPPLY until

the same has been replaced by a one in conformity with the ORDER.

21.4 BUYER shall have the right to transfer (back) the title of all or part of the rejected SUPPLY. The transference to SELLER of the title of all or part of the rejected SUPPLY shall be effective upon BUYER’s notice.

21.5 SELLER shall, at its own cost and risk, take back the rejected item(s) wherever it is made

available by BUYER.

21.6

If SELLER fails to comply with its obligations regarding Paragraphs 21.2 a) or b), BUYER shall have the right to terminate the ORDER due to SELLER’s default according to Sub-Clause 23.1.

21.7 Furthermore, SELLER shall hold BUYER harmless from any loss and/or damage caused to

BUYER as a result of the rejection of the SUPPLY.

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22 SUSPENSION OF THE ORDER

22.1 BUYER shall have the right, at its sole discretion, to suspend all or part of the ORDER at any time. BUYER shall notify SELLER the suspension specifying the effective date of the suspension, the preliminary estimated duration of the suspension and the part of the ORDER to be suspended. SELLER shall temporarily stop the execution of the part of the ORDER affected by the suspension.

22.2 SELLER shall exert its best efforts to minimize the economic impact of the suspension while guaranteeing the integrity of the SUPPLY and be prepared for restarting the works immediately when the suspension ends.

22.3 During the suspension, the obligations arising from the ORDER shall be suspended as regards the concerned part of the SUPPLY, except for those relating to confidentiality, insurances, patents, licenses and the preservation, protection and storage of the SUPPLY and any other obligation that implicitly shall be preserved to guarantee the rights of the PARTIES during and after the suspension.

22.4

In case of suspension of the ORDER, BUYER will reimburse SELLER, upon acceptance by BUYER of substantiating documents, the costs directly incurred by SELLER as a result of the suspension according to the provisions of the ORDER.

22.5 The SCHEDULE shall be extended by a period of time, equal to the duration of the suspension, whenever the suspension causes a delay in the SCHEDULE. The SCHEDULE may be further extended subject to agreement between the PARTIES considering in good faith the impact of such suspension in the SCHEDULE. The agreed extension of the SCHEDULE (and the DELIVERY DATES) shall be implemented by an amendment to the ORDER.

22.6 The end of the suspension period shall be notified by BUYER to SELLER, indicating the effective ending date of the suspension. SELLER shall use all means available to it to restart work as efficiently and rapidly as possible. In case SELLER refuses to resume the implementation of the affected part of the ORDER or fails to comply with its obligations regarding Sub-Clauses 22.2 and 22.3, BUYER shall have the right to terminate the ORDER due to SELLER’s default according to Sub-Clause 23.1.

22.7 After BUYER has given its permission or instruction to proceed following a period of suspension, BUYER shall have the right to examine jointly with SELLER the part of the SUPPLY affected by the suspension. SELLER shall, at its own cost and risk, Make Good any deterioration or DEFECT in or loss or damage of SUPPLY which has occurred during the period of suspension.

22.8 Upon failure of SELLER to comply with any of the requirements of the ORDER, BUYER shall have the right to instruct SELLER to stop any part of the works affected by such failure until such failure is remedied. No such stop orders, nor any subsequent order to SELLER to restart part(s) of the works affected shall be subject of any claim for extension of time or for additional costs, losses or damages by SELLER, and such stop shall not be considered to be a suspension according to this Clause 22.

22.9 Any suspension of the ORDER at SELLER’s initiative shall be considered as a SELLER’s default subject to Clause 20, except for the provisions expressly established for the FORCE MAJEURE under the ORDER.

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23 TERMINATION OF THE ORDER

23.1 TERMINATION DUE TO SELLER’S BREACH OF THE ORDER

23.1.1 Without prejudice of any other rights of BUYER under the ORDER, the entire ORDER or part of it shall be terminated upon BUYER invocation of its right to terminate based on the provisions expressly stated in the ORDER due to SELLER’s default.

23.1.2 In addition to those ones referred in Paragraph 23.1.1, other causes of termination due to

SELLER’s breach of the ORDER shall be:

a) SELLER becomes insolvent, bankrupt, or go into liquidation; or

b) SELLER makes a general assignment for the benefit of its creditors; or

c) any act is done, or event occurs which (under applicable LAWS) has a similar effect to any

of these acts or events.

23.1.3 The termination of the ORDER, regarding the provisions of Sub-Clause 23.1, shall be notified

to SELLER and not give rise to any indemnification in SELLER’s favour.

23.1.4 SELLER shall indemnify BUYER for all losses and damages resulting from this termination, including the additional costs arising from the appointment by BUYER of another supplier(s) to complete and/or deliver the SUPPLY and/or SERVICES, the associated delays (including liquidated damages for delay) and any other costs in connection with the termination. SELLER shall reimburse BUYER for any advance or other payments received by SELLER for the non- completed or not delivered portion of the SUPPLY and/or SERVICES.

23.1.5 SELLER shall maintain BUYER harmless from any claim, based on the termination of the

ORDER, by other parties, including any of its SELLER’S PROVIDERS.

23.1.6 SELLER shall not be released of its obligations pursuant to the part of the ORDER which has not been terminated or of the obligations which shall survive termination or may be inferred as being necessary for the successful implementation of the ORDER.

23.2 TERMINATION FOR BUYER’S CONVENIENCE

23.2.1 In the absence of a SELLER’s breach of the ORDER, and, without prejudice of any other rights of BUYER under the ORDER, BUYER shall be entitled, by notifying SELLER, to terminate at its convenience all or part of the ORDER at any time.

23.2.2 In this case, BUYER shall pay to SELLER, after submission of substantiating documents

accepted by BUYER:

a) the amounts due in consideration of the work already performed and accepted by BUYER on the date of termination for the parts of the SUPPLY and/or the SERVICES either already delivered/performed or to be delivered/performed, after appropriate deduction of any advance payments already made and any cost incurred by BUYER for termination or any other matter pursuant the ORDER; and

b) the direct costs of any termination SELLER may owe to its subcontractors and/or sub- suppliers in connection with the ORDER on the date of termination according to the provisions of the ORDER.

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23.2.3 Payments for the concepts stated in Paragraph 23.2.2 shall be negotiated between the PARTIES in a fair and reasonable manner. Such payments shall be due once SELLER has delivered to BUYER the accepted parts of the SUPPLY or completed the accepted parts of the SERVICES, not delivered/completed on the date of the termination, has complied with the provisions of Sub-Clause 23.4 and all costs incurred by the PARTIES pursuant the ORDER will be determined and agreed.

23.3 Upon receipt of notification of a termination caused by Sub-Clauses 23.1 or 23.2, SELLER shall:

a) immediately discontinue all works under the ORDER related to the parts terminated of the ORDER, except for such works as may have been instructed by BUYER for the protection of life or property or for the safety of the works related to the SUPPLY and/or SERVICES;

b) not place any further orders in connection with the performance of the parts terminated of

the ORDER; and

c) take any action that may be necessary, or that BUYER may direct, for the protection and

preservation of the SUPPLY and/or SERVICES in progress.

23.4 Within fifteen (15) days from a notification of a termination caused by Sub-Clauses 23.1 or 23.2,

SELLER shall:

a) provide to BUYER or to a third party nominated by BUYER, the documents, except its proprietary documents, used for the execution of the SUPPLY and/or SERVICES, (including all data, especially books, manuals, drawings, information, etc.);

b) leave the SITE and remove from the SITE any and all SELLER’S EQUIPMENT, installations, equipment, materials and elements related to the SUPPLY and/or SERVICES except:

those ones have been expressly taken over by BUYER;

ii) those ones have been required for temporary use by BUYER. In this case, the provisions

of Sub-Clause 23.6 shall apply;

iii) those ones required to guarantee the safety or protection of life or property;

c) make available the SUPPLY and/or the SERVICES or any part of it, as it stands on the date of termination, and transfer to BUYER all its rights arising from the subcontracts and/or suborders entered into by SELLER in connection with the ORDER.

23.5 Notwithstanding the above, in the case of Paragraph 23.1.2, BUYER may by notice terminate

the ORDER immediately.

23.6 Pursuant to Sub-Clauses 23.1 or 23.2, BUYER shall have the right to use, after termination, any SELLER’s goods, SELLER’S DOCUMENTATION, SELLER’s proprietary document or any other documents made by or on behalf of SELLER for the purposes of the ORDER in order to complete the ORDER.

Upon ceasing use of SELLER’s goods pursuant this Sub-Clause 23.6, BUYER will notify SELLER to proceed promptly to remove them. This removal shall be at the risk and cost of SELLER for termination caused pursuant to Sub-Clause 23.1. In the case of termination pursuant to Sub- Clause 23.2, BUYER will reimburse the incurred costs for such removal by SELLER according to Paragraph 23.2.2. If SELLER fails to remove the above mentioned goods, BUYER may charge to SELLER all removal costs incurred by BUYER, regardless of the cause of termination.

23.7 BUYER shall have the right to transfer (back) the title of any part of the SUPPLY. The transference to SELLER of the title of all or part of the SUPPLY shall be effective upon BUYER’s notice.

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24 FORCE MAJEURE

24.1 FORCE MAJEURE shall mean any event or circumstance, or a number of events or circumstances, or combination thereof which (in any such case) was or were beyond the reasonable control of a PARTY and/or OWNER, and which the such party could not reasonably have foreseen, prevented or avoided. A PARTY may invoke the FORCE MAJEURE only if the event(s) of the FORCE MAJEURE affect(s) the PARTY’s ability to perform its obligations partially or completely, as the case may be, occurring after the COMMENCEMENT DATE and may include, without prejudice of the other provisions of this Clause 24, the following events and/or circumstances:

a) war (whether a state of war be declared or not), invasion, act of foreign enemy;

b) rebellion, revolution, insurrection, mutiny, riot, civil commotion, civil war or terrorist acts;

c) confiscation, nationalization, expropriation or compulsory acquisition or seizure of the facilities or the SUPPLY, by other causes non attributable to SELLER or to its SELLER’S PROVIDERS, by any government or the de jure or de facto authority;

d) strike, lock-out, industrial dispute or sabotage, embargo which are not caused by or in

connection with SELLER or its SELLER’S PROVIDERS; and

e) epidemics, quarantine, plague, earthquake, landslide, volcanic activity, tidal wave, typhoon or cyclone, hurricane, storm, lightning, nuclear and pressure waves, or other natural or physical disaster.

24.2 Notwithstanding the above, for the avoidance of doubt, FORCE MAJEURE shall not include the

following events or circumstances:

a) shortage of labour, services, material or transport;

b) inclement weather, except if declared as extraordinary by a national government of the

country(ies) in connection with the SUPPLY;

c) change in the market conditions;

d) events or circumstances arising from or connected with the requirements of or compliance with any applicable LAWS or permits, or any governmental authority which are not expressly caused by the FORCE MAJEURE event;

e) acts, omissions and/or failures which may be caused by SELLER and/or its SELLER’S

PROVIDERS; or

f) risks which are expressly assumed by SELLER and/or its SELLER’S PROVIDERS pursuant

to the ORDER.

24.3

If either PARTY is, or will be, prevented or hindered from, or delayed in performing any of its obligations under the ORDER by an event of FORCE MAJEURE, then it shall notify the other PARTY of the occurrence of such event and the circumstances thereof within ten (10) days after the occurrence of such event.

The affected PARTY shall within ten (10) days after the FORCE MAJEURE notification provide the other PARTY with details of the effects of such event, setting out the steps taken and to be taken to overcome it, the estimated date of resumption of its obligations and further information as the other PARTY may reasonably require.

24.4 The affected PARTY shall, at its own cost, take all steps reasonably required to restore its ability

to perform its obligations under the ORDER as soon as reasonably possible.

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24.5 During the FORCE MAJEURE event the PARTIES shall do their best to mitigate the effects thereof and to safeguard the SUPPLY and/or the SERVICES, and other properties and interests of the PARTIES and/or OWNER which may be in jeopardy as a result thereof.

24.6 The PARTY who has given such notice shall be excused from the performance or punctual performance of its obligations under the ORDER for so long as the relevant event of FORCE MAJEURE continues and to the extent that such PARTY’s performance is prevented, hindered or delayed, being such PARTY entitled to an extension of time, in the extent to the SCHEDULE and/or DELIVERY DATES have been effectively impacted. FORCE MAJEURE does not entitle SELLER to any extension of time for other events or circumstances which may be impacted the SCHEDULE and/or DELIVERY DATES which arose before the occurrence of the FORCE MAJEURE.

24.7 The occurrence of FORCE MAJEURE shall not entitle the PARTY that has invoked it to any

financial, costs and/or expenses compensation whatsoever.

24.8 No delay or non-performance by the affected PARTY hereto caused by the occurrence of any

event of FORCE MAJEURE shall:

a) constitute a default or breach of the ORDER; or

b) subject to Sub-Clauses 24.4, 24.5, 24.6 and 24.7, give rise to any claim for losses, damages or additional costs or expenses occasioned thereby. An extension of time, pursuant to Sub- Clause 24.6, when applicable, shall constitute the sole remedy of the PARTY who has invoked the FORCE MAJEURE and the sole liability of the other PARTY in connection with FORCE MAJEURE.

24.9 Nothing herein shall alter any right and/or obligation with respect to portions of the rights and/or

obligations pursuant the ORDER not affected by FORCE MAJEURE.

24.10 Once the FORCE MAJEURE event has ended, the PARTY who has invoked the FORCE MAJEURE shall notify the other PARTY of it and shall resume performance of all its obligations under the ORDER.

24.11 If a FORCE MAJEURE event lasts more than ninety (90) 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).

PROVISIONAL CLOSE OUT

25.1 The PROVISIONAL CLOSE OUT is achieved when, in accordance with the ORDER, SELLER

has:

a) satisfied the DELIVERY of all the goods (materials, equipment, apparatus, machineries, PRE-COMMISSIONING, COMMISSIONING AND START-UP SPARE PARTS, SPECIAL TOOLS) and consumables;

b) satisfied

the DELIVERY of all

the TWO YEAR OPERATING SPARE PARTS,

CAPITAL/INSURANCE SPARE PARTS, if included in the PURCHASE ORDER;

c) satisfied all the PERFORMANCE GUARANTEES;

d) remedied, at BUYER’s satisfaction, all DEFECTS and has obtained the closure of all NCRs under SELLER’s responsibility, arising before the PROVISIONAL CLOSE OUT (including any activity in connection with the SUPPLY and/or the SERVICES to be performed at SITE, as erection, pre-commissioning, commissioning, testing and start-up);

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e) satisfied all Liquidated Damages according to the ORDER, if apply;

f) satisfied all amounts due to BUYER, if apply;

g) submitted the Release Letter duly signed by SELLER to BUYER, according to the form

included in the Annex K;

h) delivered all the final documentation, spare parts lists, quality dossier, operation and maintenance manuals and any other document specified in the ORDER and all of them, when applicable, have been approved/released by BUYER and, if apply, by OWNER. The compliance of this Paragraph 25.1h) means that all above mentioned documents shall:

i) be completed;

ii) be updated;

iii) be delivered in all formats according to the ORDER.

iv) have all applicable comments made by BUYER and/or OWNER implemented;

v) have all red marks implemented, if apply; and

vi) be according to any other applicable provision of the ORDER;

i) achieved and fulfilled all the requirements of the SERVICES, including the issuance of the

corresponding reports and/or dossiers specified in the ORDER;

j) obtained all licenses, permits and certifications under SELLER’s responsibilities and/or provided all related documentation to obtain them by others, to be provided by SELLER under the ORDER, whether expressly, or by implication;

k) cleared the relevant part of the SITE and has removed all SELLER’S EQUIPMENT; and

l) been notified that OWNER has issued the Provisional Acceptance Certificate of the Facility

to BUYER.

25.2 Without limiting BUYER’s rights under the ORDER, once SELLER has achieved the PROVISIONAL CLOSE OUT, BUYER will issue the PROVISIONAL CLOSE OUT Certificate, according to the form included in the Annex K, stating the date on which PROVISIONAL CLOSE OUT was achieved. The PROVISIONAL CLOSE OUT shall only be considered effective when the PROVISIONAL CLOSE OUT Certificate has been signed by SELLER.

25.3

In case of all the requirements of Sub-Clause 25.1 has been achieved except Paragraphs 25.1c) and/or 25.1l), because of the Performance Tests of an equipment/package unit of the SUPPLY had not been performed successfully only due to the Plant or part of it which required to be in operation and/or the resources to be provided to SELLER by any other else which agreed to be available at the time of the Performance Test of the equipment/package unit, were not operating/available respectively, BUYER at its sole discretion, may issue a conditioned PROVISIONAL CLOSE OUT Certificate identifying the outstanding works.

25.4 The achievement of the PROVISIONAL CLOSE OUT does not release SELLER’s responsibilities related to warranties or any other SELLER’s obligations that survive after the PROVISIONAL CLOSE OUT.

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26 WARRANTIES AND GUARANTEES

26.1 SELLER guarantees and represents that:

a) the SUPPLY is brand-new and meets the required quality, HSE, design and work life

requisites;

b) the SUPPLY is free from any DEFECT in material, workmanship or fabrication;

c) the SUPPLY complies with Paragraph 11.2.5;

d) the SUPPLY has been designed and manufactured in conformity with applicable

specifications, drawings, standards, samples, examples or other description given;

e) the SUPPLY is fit for the intended purpose established in the ORDER;

f) the SUPPLY meets the PERFORMANCE GUARANTEES and any other parameters

established in the ORDER;

g) the SUPPLY shall:

i) be in accordance with the ORDER,

ii) be manufactured with proper workmanship, using the required materials; and

iii) comply with the essential requirements for a safe operation; and

h) the SERVICES have been carried out with due performance in accordance with the

ORDER.

26.2 The warranties and guarantees shall run to BUYER, its successor or assignees and to OWNER

of the SUPPLY, as the case may be.

26.3 SELLER’S DEFECT LIABILITIES UP TO PROVISIONAL CLOSE OUT

26.3.1 SELLER warrants the SUPPLY against all design, fabrication, manufacturing, and operating DEFECTS. SELLER shall have the obligation to remedy diligently, at its own risk and cost, all DEFECTS to ensure that the SUPPLY meets all terms and requirements of the ORDER. SELLER shall commence any remedy within fifteen (15) days after BUYER notifies SELLER the DEFECT or SELLER becomes aware of any DEFECT. BUYER shall have the right to request SELLER to provide details of the actions to remedy such DEFECTS. SELLER shall remedy the DEFECTS all the times and at any time they arise before the PROVISIONAL CLOSE OUT. Any DEFECT arisen repeatedly may cause the rejection of the SUPPLY as per Clause 21.

26.3.2 When the SUPPLY or part of it has been delivered, if SELLER fails to remedy any DEFECT within a reasonable time, a due date may be fixed by (or on behalf of) BUYER, by which the DEFECT shall be remedied. BUYER shall inform by notice to SELLER of a reasonable due date. If SELLER fails to remedy the DEFECT by this due date, BUYER shall have the right to:

a) carry out the work by itself or by others, in a reasonable manner and SELLER shall

reimburse BUYER for the costs incurred by BUYER in remedying the DEFECT;

b) request SELLER, at its own cost, to supply all spare parts required to remedy the DEFECT in order to BUYER replaces them. BUYER, at its sole discretion, may back-charge to SELLER the costs of replacement works;

c) reduce the ORDER PRICE subsequently to an agreement with SELLER or by its own

determination; or

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d) terminate the ORDER due to SELLER’s default according to Sub-Clause 23.1, if the DEFECT deprives BUYER to comply with its obligations subject to penalties, liquidated damages or to comply with the key milestones towards OWNER in connection with the PROJECT.

26.3.3 Regarding the incurred costs by BUYER in relation to the provision of Paragraph 26.3.2,

SELLER may request the corresponding justification.

26.4 SELLER’S DEFECT LIABILITY DURING THE WARRANTY PERIOD

26.4.1 The WARRANTY PERIOD shall commence at the achievement date of the PROVISIONAL CLOSE OUT and shall be extended for a period of twenty-four (24) months. SELLER shall remedy with diligence and at its own risk and cost all WARRANTY DEFECTS, to ensure that the SUPPLY meets all terms and requirements of the ORDER, during the WARRANTY PERIOD and during any extension of this period in accordance with the provisions of Sub- Clause 26.4.

26.4.2 SELLER shall commence any remedy, as soon as feasible, within fifteen (15) 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.

26.4.3 In case of repairs and/or replacement of the any parts of the SUPPLY due to any WARRANTY DEFECT arisen during the WARRANTY PERIOD, the WARRANTY PERIOD for the repaired or replaced part of the SUPPLY, once the WARRANTY DEFECT was remedied at BUYER’s satisfaction, shall be extended for twelve (12) additional months and start again in respect to those replaced or repaired parts. In any case, the WARRANTY PERIOD shall not be extended for more than thirty-six (36) months from the achievement date of the PROVISIONAL CLOSE OUT.

26.4.4 If SELLER fails to remedy any WARRANTY DEFECT within a reasonable time, the provisions of Paragraphs 26.3.2 and 26.3.3 shall be applied in the same way regarding this WARRANTY DEFECT.

26.5 PERFORMANCE GUARANTEES

26.5.1 SELLER guarantees that the SUPPLY shall meet the PERFORMANCE GUARANTEES established in the ORDER. The PERFORMANCE GUARANTEES are divided into the following types:

a) ABSOLUTE GUARANTEES: guaranteed values that will require Make Good by SELLER in

case they are not achieved;

b) NON-ABSOLUTE GUARANTEES: guaranteed values that will require Make Good by SELLER or require payment of Liquidated Damages by SELLER if they are not achieved.

26.5.2 BUYER/OWNER shall carry out the Performance Tests without SELLER’s supervision, unless otherwise stated in the ORDER. If the Performance Tests reveal defects and/or deficiencies in the SUPPLY, SELLER shall take immediately actions to correct them, at its own cost, including those related to the repetition of the Performance Tests, if such repetition is required or requested by BUYER. Subject to Paragraph 26.5.1, Performance Tests shall continue until all tests have been successfully completed the PERFORMANCE GUARANTEES requirements included in the ORDER.

in accordance with

26.5.3 In case of a failure to achieve any ABSOLUTE GUARANTEE occurring repeatedly and according to the provisions of Paragraph 26.5.2, BUYER reserves the right to reject the SUPPLY or part of it and to request SELLER to provide a new one that fulfil the PERFORMANCE GUARANTEES requirements included in the ORDER.

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26.5.4 For the NON-ABSOLUTE GUARANTEES, BUYER has the right, at any time after the third unsuccessful Performance Test, to refuse to perform further Performance Tests and to claim any Liquidated Damages for Performance as detailed in the PERFORMANCE GUARANTEES requirements included in the ORDER. Furthermore, BUYER reserves the right to reject the SUPPLY or part of it and to request SELLER to provide a new one that fulfil the PERFORMANCE GUARANTEES requirements included in the ORDER and consequently, Liquidated Damages for Performance will not be applied or otherwise, the applied amount will be reimbursed to SELLER.

26.5.5 Any claims for Liquidated Damages in accordance with Paragraph 26.5.4 shall in no event limit SELLER’s obligation to perform rectification in accordance with Sub-Clauses 26.3 and 26.4. Nevertheless, SELLER shall be released from the obligation to rectify to the extent that such rectification, in connection with Paragraph 26.5.4, already has been paid by SELLER under the above mentioned Liquidated Damages for Performance which in such case shall be the sole and exclusive remedy.

26.5.6 The satisfaction of a Performance Test does not affect SELLER’s obligations to rectify any

DEFECTS and/or WARRANTY DEFECTS.

26.5.7 Without prejudice of other provisions under the ORDER, when the PROVISIONAL CLOSE OUT Certificate has been issued in accordance with the provisions of Sub-Clause 25.3, any Make Good to fulfil PERFORMANCE GUARANTEES, shall have an independent WARRANTY PERIOD for twelve (12) months, which commence on the date at the repaired or replaced part of the SUPPLY has been successfully put in service. Saved for the provisions regarding the duration and its related commencement date, all of the provisions for the WARRANTY PERIOD stated in Sub-Clause 26.4 shall be applicable to this independent WARRANTY PERIOD.

26.6

If SELLER is required at SITE to perform any work related to its obligations under this Clause 26, SELLER shall comply, as appropriate, with Clause 19.

26.7 SELLER shall be liable for hidden or latent defects in accordance with the applicable LAWS of

the COUNTRY and the ORDER.

27 LIQUIDATED DAMAGES

27.1 Both PARTIES recognize that BUYER will suffer damages or losses if SELLER fails:

a) to deliver the required documentation on the dates stipulated in the ORDER;

b) to ship/deliver the SUPPLY on the date(s) stipulated in the ORDER; and/or

c) to meet the PERFORMANCE GUARANTEES stipulated in the ORDER.

Furthermore, both PARTIES agree that the Liquidated Damages mentioned in this Clause 27 are genuine, fair and reasonable pre-estimates of BUYER’s losses and damages for not complying with the provisions regarding the SCHEDULE and PERFORMANCE GUARANTEES stated in the ORDER, and do not constitute any kind of penalties. These amounts have been agreed upon and fixed because of the difficulty of ascertaining the exact amount of loss or damage that BUYER would suffer in such circumstances and shall be applicable regardless of the actual loss or damage that BUYER suffers. SELLER shall pay such Liquidated Damages without any proof of loss or damages.

27.2 SELLER shall pay to BUYER within twenty-one (21) days after being notified by BUYER

Liquidated Damages according to the conditions stated in this Sub-Clause 27.2.

27.2.1 Liquidated Damages for Delay in delivery of CRITICAL DOCUMENTATION.

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a) In case of delay in delivery of any CRITICAL DOCUMENT, SELLER shall be obligated to pay the amount (or provide an equivalent discount according to the terms established in the ORDER) to BUYER, per each CRITICAL DOCUMENT delayed,

i) of zero point one per cent (0,1%) of the ORDER PRICE per week of delay for the first

four (4) weeks; and

ii) of zero point two per cent (0,2%) of the ORDER PRICE per week for subsequent weeks

of delay.

b) The ceiling for Liquidated Damages for Delay in delivery of CRITICAL DOCUMENTATION

shall be three per cent (3%) of the ORDER PRICE.

c) For the effects of the application of Liquidated Damages under this Paragraph 27.2.1, the CRITICAL DOCUMENTATION shall only be considered delivered when it complies with the applicable requirements and contain the concerned valid data.

27.2.2 Liquidated Damages for Delay in delivery of equipment or materials.

a) Unless otherwise indicated in the PURCHASE ORDER, SELLER’s failure to meet any DELIVERY DATE regarding equipment or materials shall entitle BUYER to apply Liquidated Damages according to this Paragraph 27.2.2.

b) In case of delay in delivery regarding the DELIVERY DATES of equipment or materials, in accordance with the ORDER, SELLER shall be obligated to pay the amount (or provide an equivalent discount according to the terms established in the ORDER) to BUYER:

i) of one per cent (1%) of the ORDER PRICE per week of delay for the first four (4) weeks;

and

ii) of two per cent (2%) of the ORDER PRICE per week for subsequent weeks of delay.

c) Liquidated Damages for Delay in delivery of equipment or materials will be applied for

delivery delays, regardless of the value of the delayed item(s).

d) Regarding partial deliveries, the relevant date to Liquidated Damages for Delay in delivery of equipment or materials being applied shall be the date of DELIVERY of the last part delivered to BUYER, unless otherwise indicated in the ORDER.

e) The ceiling for Liquidated Damages for Delay in delivery of equipment or materials shall be

ten per cent (10%) of the ORDER PRICE.

27.2.3 Liquidated Damages for Performance.

a) If SELLER is required to pay Liquidated Damages for Performance pursuant to Paragraph 26.5.4 then such Liquidated Damages shall be payable in the amount of the relevant sum or sums stated in or calculated in accordance with PERFORMANCE GUARANTEES requirements (or an equivalent discount according to the terms established in the ORDER shall be applied). The final amount to be paid or discounted shall be determined once all the Performance Tests of the SUPPLY be completed.

b) If one or more Performance Tests are carried out pursuant to Sub-Clause 26.5 for verifying a PERFORMANCE GUARANTEE, the amount payable shall be calculated with reference to the last Performance Test completed.

c) The ceiling for Liquidated Damages for Performance shall be ten per cent (10%) of the

ORDER PRICE.

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27.3 SELLER’s cumulative liability for all Liquidated Damages, calculated as the sum of payable amounts due to Liquidated Damages related to this Clause 27 is limited to fifteen per cent (15%) of the ORDER PRICE.

27.4 BUYER shall have the right to set-off or deduct any applicable Liquidated Damages from any payment due to SELLER under the provisions of Sub-Clause 9.7. In case the pending due payments do not cover the amount of the Liquidated Damages to be applied, BUYER shall be entitled to deduct such amount from the Bank Guarantees provided by SELLER.

27.5 SELLER’s payment of any Liquidated Damage shall not relieve SELLER from any of its obligations to complete the ORDER, or from any other duties, obligations or liabilities under the ORDER, and (except as may be expressly provided for in this Clause 27) shall not limit or adversely affect BUYER’s other rights under the ORDER.

27.6

If this Clause 27 is found for any reason to be void, invalid or otherwise inoperative so as to disentitle BUYER from claiming Liquidated Damages, BUYER is entitled to claim against SELLER damages at law for the SELLER’s failure to comply with the values and dates to which this Clause 27 is supposed to apply.

28 FINAL CLOSE OUT

28.1 The ORDER is considered completed when the WARRANTY PERIODS described in Clause 26,

including any extension of it, has expired and SELLER has:

a) achieved the PROVISIONAL CLOSE OUT;

b) remedied all DEFECTS and WARRANTY DEFECTS, if any;

c) paid all amounts due to BUYER;

d) issued any revision of or new document, licenses, permits, certificates, QA/QC dossier, maintenance and operation manuals, etc., arising from remedying any DEFECTS and/or WARRANTY DEFECTS;

e) satisfied the PERFORMANCE GUARANTEES and/or paid all the Liquidated Damages for Performance when BUYER issued a conditioned PROVISIONAL CLOSE OUT Certificate pursuant to Sub-Clause 25.3; and

f) complied with any other SELLER’s obligations established in the ORDER.

28.2 The completion of the ORDER means the achievement of the FINAL CLOSE OUT and implies that BUYER accepts the SUPPLY and, if any, the SERVICES, and that SELLER has complied with the ORDER and satisfied its responsibilities accordingly.

28.3 When the ORDER is completed, BUYER shall issue the FINAL CLOSE OUT Certificate, according to the form included in the Annex K. This certificate shall represent the full and final settlement of the ORDER, except for those provisions that survive the FINAL CLOSE OUT. This certificate shall not relieve SELLER from any and all obligations under the ORDER which at the date of issuing it has not been expired or expressly discharged by BUYER.

29 APPLICABLE LAW

29.1 The ORDER is governed, interpreted and construed according to the laws of the Kingdom of

Spain.

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30 SETTLEMENT OF DISPUTES. ARBITRATION

30.1 Any dispute arising out of or in connection with or related with the ORDER which cannot be amicably settled within sixty (60) days from the date when the dispute was raised as per the corresponding notification by either PARTY, may be referred by either PARTY to arbitration under the Rules of Arbitration of the ICC (the ICC Rules).

30.2 The number of arbitrators will be three (3). The PARTIES shall each appoint one arbitrator, and these two arbitrators shall jointly appoint a third arbitrator, who will chair the arbitration panel. If the arbitrators named by the PARTIES do not succeed in appointing a third arbitrator within thirty (30) days after the latter of the two arbitrators named by the PARTIES has been appointed, the third arbitrator will, at the request of either PARTY, be appointed by the appropriate appointing authority of the ICC. If one PARTY fails to appoint its arbitrator within thirty (30) days after the other PARTY has appointed its arbitrator, the PARTY that has named an arbitrator may apply to the ICC to appoint a second arbitrator, and those two arbitrators must proceed to select a third as contemplated in this Clause 30.

30.3 The seat of arbitration will be Madrid, Spain and the language to be used in the arbitral proceedings will be English. The arbitration award shall be final and binding upon the PARTIES.

30.4 Nothing in the ORDER shall prevent either PARTY from seeking provisional measures from any court of competent jurisdiction, and any such request shall not be deemed incompatible with the agreement to arbitrate set out in this Clause 30 or as a waiver of the right to arbitrate.

30.5

If any dispute is raised under the ORDER, SELLER shall, nevertheless, continue to diligently perform its obligations under the ORDER, pending resolution of the dispute.

31 LEGISLATION

31.1 LAWS

31.1.1 SELLER is aware of, and shall in all aspects abide by, applicable LAWS and any rules issued by private or public organizations relating to its activity within the framework of the implementation of the ORDER. In the field of health and safety, SELLER acknowledges that it is aware of the applicable rules, the observance of which is an essential part of its obligations.

Furthermore, should SELLER, SELLER’s employees or SELLER’S PROVIDERS be present at SITE during the implementation of the ORDER, they shall in all respects abide by the LAWS, and rules applicable at the SITE.

31.1.2 SELLER shall bear all the financial and/or administrative consequences incurred by BUYER, as a result of the failure of SELLER, SELLER’s employees and SELLER’S PROVIDERS, to abide by the applicable LAWS.

31.1.3 SELLER shall obtain and maintain licenses/authorizations to do business in the countries in which any part of the SUPPLY is performed and shall obtain permits and authorizations for its performance of the SUPPLY and give notices required by applicable LAWS. SELLER shall indemnify and hold harmless BUYER against and from the consequences of failing to do so. Nevertheless, BUYER shall (where it is in a position to do so) provide reasonable assistance to SELLER at the request of SELLER, when SELLER applies for any permits, licenses or approvals required by the LAWS of the COUNTRY which SELLER is required to obtain under the ORDER.

31.1.4 SELLER undertakes to make no claim whatsoever, or request for price adjustments and/or time extensions based on its failure to sufficiently acquaint itself with the above mentioned LAWS, rules and orders.

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31.2 BUYER COMMITMENTS, VALUES AND SUSTAINABILITY POLICY.

31.2.1 SELLER acknowledges that BUYER’s professional activities are governed by a set of commitments, values and charters and that BUYER is signatory of the Global Compact initiative launched by the United Nations. SELLER shall perform the ORDER in full compliance with BUYER’s https://www.tecnicasreunidas.es/wp- that content/uploads/2021/06/PDF-12-Sustainability-Policy.pdf. SELLER shall ensure appropriate arrangements are in place to protect the health and safety of its employees or those engaged in the performance of the ORDER, and shall comply with all applicable health, safety and environmental LAWS while performing the ORDER.

Sustainability

Policy,

under

31.2.2 SELLER is encouraged to apply the principles of sustainable procurement and to put in place appropriate arrangements in order to minimize any adverse effects on the environment while performing the ORDER. SELLER will take into consideration factors such as value for money (price, quality, availability, functionality), the entire life cycle of the SUPPLY and the effects on the environment that the SUPPLY and SERVICES have over the whole life cycle (green procurement, carbon footprint).

31.2.3 SELLER shall comply with all applicable LAWS and rules regarding labour rights and fair working conditions, forced or child labour. SELLER shall not employ children under the minimum working age for completing compulsory schooling and in any event, not under the age of fifteen (15) years old.

31.2.4 SELLER’s failure to comply with BUYER’s Sustainability Policy during the implementation of the ORDER shall constitute a SELLER’s default, entitling BUYER to forthwith terminate the ORDER due to SELLER’s default according to Sub-Clause 23.1. The exercise of such right will be without prejudice to any other right or remedy available to BUYER under the ORDER, in equity or at law and SELLER shall hold BUYER free and harmless from any losses, damages, liabilities, actions which BUYER may suffer as a result of SELLER’s failure to comply with the above mentioned requirements.

INDUSTRIAL AND INTELECTUAL PROPERTY, PATENTS AND LICENSES

32.1 The RFP DOCUMENTATION and any other documents, data and information of any kind furnished by BUYER and/or OWNER and/or any other third party (e.g. a Licensor), to SELLER shall remain the property of the concerned party. They may not be disclosed or used for any purpose other than the implementation of the ORDER without BUYER’s prior, written consent.

32.2 SELLER’S DOCUMENTATION shall be in the custody and care of SELLER until the achievement date of the FINAL CLOSE OUT or until the termination of the ORDER occurs. If SELLER becomes aware of an error or defect in any document during implementation of the ORDER, SELLER shall promptly give notice to BUYER of such defect and Sub-Clause 12.9 shall apply.

32.3 SELLER hereby assigns to BUYER all rights, title and interests to all intellectual and industrial property in the SELLER’S DOCUMENTATION and any other design documents, materials, methodologies, processes, technical information, concepts or techniques created and/or developed by (or on behalf of) SELLER in connection with the ORDER (before the COMMENCEMENT DATE and thereafter), for the purpose of the PROJECT.

32.4 Effective from the COMMENCEMENT DATE, SELLER grants to OWNER and BUYER, an irrevocable, non-terminable, transferable, royalty-free and non-exclusive license to copy, use and communicate any documentation, computer program and other software furnished by SELLER, including making and using modifications of them, but exclusively limited to the purpose which the SUPPLY is intended for the PROJECT.

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32.5 SELLER declares that it is the due owner, licensee, holder or authorized user of the patents, licenses, processes, trademarks, designs, models or other intellectual or industrial property right covering the equipment, products, and/or means to be used for the implementation of the ORDER.

32.6 Should suits or claims for infringement of patents, processes, trademarks, designs, models or other intellectual or industrial property rights be instituted against BUYER and/or OWNER in connection with the ORDER, SELLER agrees to replace BUYER and/or OWNER in any proceedings and to protect, indemnify and hold BUYER and/or OWNER harmless from and against any liability incurred, without limitation. It being specified that BUYER and/or OWNER shall nevertheless approve the means of the defence and the choice of the attorney or attorneys, having also the right to participate in the defence of such suits or claims or, if they so elect, to assume entirely the defence of such suits or claims by means of its own counsel.

Should SELLER’s subrogation in proceedings not be possible or desired by BUYER and/or OWNER, SELLER agrees to provide all legal assistance to BUYER and/or OWNER for its defence, and to bear all costs resulting therefrom including the amounts resulting from court orders issued against BUYER and/or OWNER, as well as all the expenses incurred by BUYER and/or OWNER in connection with the proceedings.

32.7

In case of infringement of intellectual or industrial property rights pursuant this Clause 32, SELLER, notwithstanding any appeal, shall, at its own expense, as soon as the judgment in the first instance has been delivered:

a) either obtain such rights for BUYER to continue using the SUPPLY;

b) in agreement with BUYER;

i) either have the SUPPLY replaced by a non-infringing SUPPLY; or

ii) have the same modified in such a manner as to remove the cause of infringement.

32.8 The placing of the ORDER automatically gives BUYER or OWNER the right to repair the SUPPLY or cause the same to be repaired, in its best interest, by the supplier of its choice during the implementation of the ORDER, in the event of SELLER’s default and even after the FINAL CLOSE OUT.

As a result, BUYER shall have the right, as it sees fit, to procure the parts and replacement parts required for any such repairs, even if all or part of the SUPPLY is covered by intellectual or industrial property rights referred to in this Clause 32.

32.9 Both PARTIES’ rights and obligations pursuant this Clause 32 (except confidentiality responsibilities pursuant Clause 33 in connection with the non disclosure obligation in Sub- Clause 32.1) shall survive to FINAL CLOSE OUT and termination of the ORDER by any cause and shall apply during the actual or intended working life of the Facility.

33 CONFIDENTIALITY

33.1 Confidential information to which this Clause 33 applies shall include, contractual documents as listed in Clause 3 and any other documentation, data and information, whether written or oral, in any form, which is communicated by BUYER and/or OWNER and/or any other third party (e.g. a Licensor) to SELLER and/or its SELLER’S PROVIDERS under or in connection with the ORDER, other than information:

a) which SELLER can prove was in its possession lawfully at the time of disclosure to SELLER;

b) which, at the time of disclosure to SELLER, was in the public domain;

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c) which, after disclosure to SELLER, falls into the public domain through no fault by SELLER;

d) which is required to be disclosed by any LAWS (including any order of a court of competent jurisdiction), any relevant governmental or other competent regulatory authority or any recognized stock exchange (but only to the extent so required).

33.2 SELLER agrees and undertakes not to disclose to any third party, except to SELLER’S PROVIDERS and strictly limited to their needs for the implementation of the ORDER, and not use, lent and/or copy for purposes other than stated in the ORDER the confidential information referred in Sub-Clause 33.1. Unless otherwise established in the ORDER, this obligation shall be in force from the date when the confidential information is in SELLER’s possession, until ten (10) years after the FINAL CLOSE OUT date or after the date of termination of the ORDER, whichever is later.

33.3 SELLER shall impose the same confidentiality obligations to those of its employees, SELLER’S PROVIDERS involved in the performance of the ORDER or to any other person to whom SELLER had disclosed the confidential information to perform its obligations. SELLER shall be liable, vis-à-vis BUYER for compliance with the obligations pursuant to this Clause 33 by its employees, its SELLER’S PROVIDERS and such any other person referred above.

33.4 This confidentiality obligation shall apply even if the ORDER is terminated.

33.5 SELLER undertakes to sign, on request, any specific Confidentiality Agreement as required by

either BUYER or OWNER (or, if applicable, by any Licensor).

33.6 Any Confidentiality Agreement signed prior to the COMMENCEMENT DATE which is associated to the PROJECT shall prevail over any provision established in this document, unless otherwise expressly indicated for a specific Confidentiality Agreement elsewhere.

33.7 Any advertising or written or oral communication to the media, in any trade, technical papers or elsewhere concerning the ORDER and specifically the SUPPLY and/or SERVICES, shall be subject to BUYER’s prior, written approval. None of the SUPPLY and/or SERVICES covered by the ORDER shall be referred to, described or illustrated in connection with publicity of any kind, without written authorization from BUYER.

33.8 SELLER and/or its SELLER’S PROVIDERS shall not take or permit to be taken any photograph of the SITE or any part of the Facility without the previous written consent of BUYER/OWNER. No photographs whatsoever shall be used for publicity purposes without the previous written consent of BUYER/OWNER.

34 COMPLIANCE

34.1 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.

34.2 SELLER hereby declares that it is informed about BUYER’S SUPPLY CHAIN ETHICS CODE and that it is familiar with and understands the provisions of the ANTI-CORRUPTION LAWS. SELLER declares that it has not engaged and will not engage in any conduct that violates the provisions of such legislations and shall abide by such legislations while performing the ORDER.

34.3 SELLER covenants that it shall comply with all applicable LAWS relating to respect of labour

conditions, forced or child labour, Human Rights and protection of the environment.

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34.4 SELLER affirms that neither itself, nor any member of the SELLER and/or SELLER’s AFFILIATES has, or shall have, any actual or potential CONFLICT OF INTEREST related to this ORDER, and SELLER agrees that it shall promptly inform BUYER of any possible CONFLICT OF INTEREST in respect to this ORDER that may arise in the future.

34.5 With regards to the ORDER, SELLER represents, warrants, and covenants as follows referred

to herein as the COMPLIANCE OBLIGATIONS:

a) SELLER and its principal shareholders, directors, officers, employees, agents and SELLER’S PROVIDERS in connection with the ORDER shall not offer, give, promise to give, authorize giving, solicit, accept or agree to accept; to or from any person (including public and private individuals); directly or indirectly; anything of value (monetary or non- monetary, without limitation); in order to obtain, influence, induce, or reward any improper advantage.

The same provisions above mentioned are applicable to FACILITATION PAYMENTS.

b) SELLER and its principal shareholders, directors, officers, employees, agents and its SELLER’S PROVIDERS in connection with the ORDER shall comply with the ANTI- CORRUPTION LAWS applicable to either BUYER or SELLER.

c) SELLER represents and warrants that the entire compensation due to SELLER for the SUPPLY, the SERVICES and the obligations of SELLER in connection with the ORDER is not, has not been or will not be, directly or indirectly, including through third parties, offered, promised or guaranteed, given or paid, to any person for any unlawful purpose.

34.6 SELLER represents, warrants, and covenants that (herein referred to as DISCLOSURE

OBLIGATIONS):

a) except as otherwise disclosed in writing to BUYER to SELLER’s best knowledge, following reasonable inquiry, neither itself nor any of its principal shareholders, directors, officers or key employees have, in the last five (5) years:

i) been convicted of any offence in relation with bribery, corruption, money laundering,

terrorism financing, fraud; or

ii) been or are the subject of any investigation, inquiry or enforcement proceedings by any governmental, administrative or regulatory body regarding any offence or alleged offence in relation with bribery, corruption, money laundering or terrorism financing; or

iii) been targeted by sanctions administered by following bodies: the United Nation’s Security Council, the Common Foreign and Security Policy (CFSP), European Council decisions (European Union), the UK Government, the Office of Foreign Assets Control (OFAC) of the US Department of the Treasury (SDN List and Consolidated Sanctions List) or as part of local sanctions law.

b) Except as otherwise disclosed in writing to BUYER to SELLER’s best knowledge, following

reasonable inquiry:

i) none of its principal shareholders, directors, officers, key employees can be considered a POLITICALLY EXPOSED PERSON and/or a GOVERNMENT OFFICIAL in the places of the execution of the ORDER; and

ii) no POLITICALLY EXPOSED PERSON and/or a GOVERNMENT OFFICIAL have a direct or indirect interest in SELLER or have any legal or beneficial interest in any payments made by BUYER under the ORDER; and

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iii) none of its principal shareholders, directors, officers, key employees maintain a close relationship with any CLIENT and/or BUYER’s employee that may take decisions related with the ORDER.

34.7

In connection with the ORDER and with the purpose of mitigate potential exposure to risk, SELLER shall perform due diligence procedures on any SELLER’S PROVIDERS, agents or representatives related to the performance of the ORDER in order to ensure that its SELLER’S PROVIDERS are duly qualified to perform the tasks for which they have been engaged and that corruption-related risks are identified and mitigated.

34.8 BUYER can request on a regular basis a SELLER’s declaration on compliance with the COMPLIANCE OBLIGATIONS and the DISCLOSURE OBLIGATIONS, especially with anti- corruption.

34.9 SELLER is committed to implement and maintain in force policies and procedures, to ensure compliance with the COMPLIANCE OBLIGATIONS and the DISCLOSURE OBLIGATIONS as well as other representations, warranties, and covenants contained within this Clause 34.

34.10 Throughout the term of the ORDER and for the period established by the applicable legislation after its termination or expiration, SELLER is committed to store and made available to BUYER all policies, procedures, books, records, accounts, contracts, invoices and any other documents related to the ORDER to enable BUYER to ensure or verify SELLER’s compliance with the representations, warranties, commitments and covenants contained within this Clause 34. In any case, the access to the documentation abovementioned will require:

a) a prior notification of BUYER explaining the documents or information requested; and

b) a prior authorization issued in writing by SELLER (such authorization not to be withheld or

delayed).

SELLER shall cooperate and provide all reasonable assistance, including making its books, records, accounts and knowledgeable personnel available.

Where SELLER limits BUYER’s access to certain books, records, accounts or personnel under this Sub-Clause 34.10 on legal grounds, it will provide a written justification for doing so and a general description of the information, documents and records that are being withheld. Information provided to BUYER pursuant to this Sub-Clause 34.10 shall be treated as confidential and will not be disclosed to any third parties without notice and approval of SELLER except where disclosure is required by LAW.

34.11 SELLER shall immediately report to BUYER if, at any time during the term of the ORDER there are any violations of this Clause 34, including but not limited to any actual or suspected breach of the COMPLIANCE OBLIGATIONS or the DISCLOSURE OBLIGATIONS become inaccurate for any reason.

Also, if BUYER become suspicious on reasonable grounds of a breach of the obligations set out in this Clause 34 by SELLER, its principal shareholders, directors, officers, key employees, agents or representatives, BUYER may notify SELLER that it is required to provide, which SELLER shall promptly provide, an explanation and relevant information and/or documents (to the extent that SELLER is legally entitled to disclose the same) relating to the suspected breach, and to carry out such mitigation or corrective actions as may be necessary to correct or prevent the violation of the provisions of this Clause 34.

In the event that the explanations provided and/or the corrective action plan implemented by SELLER are not reasonable accepted by BUYER, the ORDER may be terminated due to SELLER’S default according to Sub-Clause 23.1 by BUYER without any compensation nor any right of compensation in favour of SELLER.

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In the event that the termination of the ORDER is motivated by the causes referred in this Sub- Clause 34.11, BUYER shall be released from its commitments and obligations towards SELLER without prejudice to BUYER’s right to exercise any legal action.

34.12 SELLER shall indemnify and hold BUYER harmless from and against any loss, liability, damage, claim or cost (including cost of investigations, fines, penalties, attorneys’ fees and any other reasonably incurred expenses) resulting from SELLER’s principal shareholders, directors, officers, key employees, agents, SELLER’S PROVIDERS and relevant persons, arising during or whether in connection or not with the performance of the ORDER, related to the non- compliance of the obligations of this Clause 34.

34.13 SELLER hereby agrees to flow down the foregoing requirements contained in this Clause 34 to

all its SELLER’S PROVIDERS related to the execution of the ORDER.

34.14 In any case, SELLER’s non-compliance with the provisions of this Clause 34 shall constitute a material breach of the ORDER, entitling BUYER to terminate the ORDER due to SELLER’s default according to Sub-Clause 23.1. Furthermore, BUYER and/or OWNER shall have the right to be indemnified for any and all losses, damages, costs and expenses deriving from it.

35 RIGHT TO AUDIT

35.1 When required by the relevant competent authority, SELLER and its subcontractors and sub- suppliers shall maintain and make available for audit during normal business hours, their books, records, accounts, and other related documents in order to evaluate compliance with the provisions contained in Clause 34, LAWS and/or rules by SELLER and its subcontractors and sub-suppliers. In this regard, SELLER and its subcontractors and sub-suppliers shall cooperate and provide full access to the competent authority and its designated representatives to such information and shall allow them to make copies thereof and to interview SELLER’s and its agents’, subcontractors’ and consultants’ personnel in order to facilitate such audit.

35.2 SELLER and its subcontractors and sub-suppliers shall maintain books, records, accounts, and other related documents sufficient to accurately and properly reflect costs incurred by SELLER and its subcontractors and sub-suppliers and invoiced to BUYER under the ORDER. BUYER or its designated representatives shall have access to all such information, during normal business hours, for the purpose of auditing and verifying costs.

35.3 For the purpose of this Clause 35 all such records, accounts, books and other related documents shall be preserved during the implementation of the ORDER and for a period of two (2) years after the PROJECT Completion or for a period of five (5) years after the termination of the ORDER, whichever is later. Provided, however, that if any such information are or may be required to resolve any claim or arbitration, or any legal proceeding pursuant to the ORDER or the PROJECT, the rights of access and examination described in this Clause 35 shall continue until final disposition of such claim, arbitration or proceeding.

36 DUAL USE ITEMS AND TECHNOLOGY

36.1 Prior to acceptance of the ORDER by BUYER, SELLER shall advise BUYER in writing on whether any goods (materials, equipment, apparatus, machineries, spare parts, SPECIAL TOOLS), consumables, products, components and SELLER’S EQUIPMENT thereof to be supplied and/or used under the ORDER fall within the scope of or are affected in any manner by:

a) Council Regulation (EC) No. 428/2009 setting up a Community Regime for the control of exports of dual use items and technology as well as any complementary or subsequent regulations, directives, decrees, orders, rules or decisions connected therewith which are in force at the date of acceptance of the ORDER; or

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b) any LAWS enacted by any governmental authorities in the country(ies) of SELLER and/or of SELLER´S PROVIDERS in connection with any restrictions imposed on the export of dual-use items and technology (in accordance with the rights retained by such country under the mentioned Council Regulation (EC) No. 428/2009; or

c) any restrictions which may be imposed by the internal policies of the SELLER’s organization or of any AFFILIATE or group of companies of which SELLER forms part relating to the export or re-export of dual use items and technology.

36.2

In the event SELLER informs BUYER that the goods (materials, equipment, apparatus, machineries, spare parts, SPECIAL TOOLS), consumables, products, components and SELLER’S EQUIPMENT thereof to be supplied and/or used under the ORDER do not fall within the scope and are not affected by the DUAL USE REGULATIONS, such information shall for all purposes be construed as a warranty and representation granted by SELLER under the ORDER.

36.3 SELLER undertakes to comply with all DUAL USE REGULATIONS which may apply to the scope of the ORDER and for such purposes shall carry out all actions and obtain all authorizations for which it may be responsible in accordance therewith.

SELLER shall further provide all reasonable assistance to BUYER and furnish to BUYER all the information that may be necessary or requested to apply for any mandatory export authorization before any competent authorities in accordance with the DUAL USE REGULATIONS for which BUYER is responsible.

36.4

In the event SELLER fails to perform or to comply with the provisions contained in Sub-Clauses 36.1, 36.2 or 36.3 above relating to DUAL USE REGULATIONS, SELLER shall indemnify, defend and hold harmless BUYER from and against any and all losses, damages, costs, expenses, claims, liabilities or delays incurred or suffered by BUYER arising out of, based upon, relating to or in connection with any such failure to perform or to comply with any of the aforesaid provisions.

37 TAXES

37.1 SELLER shall comply with all applicable LAWS regarding TAXES, and the payment of TAXES of all kinds now in effect and those becoming effective hereafter, until the FINAL CLOSE OUT.

37.2 Unless otherwise established in the ORDER, the ORDER PRICE and prices/rates set out in the PURCHASE ORDER for optional items are inclusive of any and all TAXES, levied on SELLER, its SELLER’S PROVIDERS and/or their employees by any local, state or national government authorities, in connection with the ORDER.

37.3 SELLER shall bear the cost and be responsible for administer and pay TAXES, as and when due, including furnishing to the appropriate taxing authorities all information and reports required to be furnished in connection with TAXES as follows:

a) all corporate and individual income TAXES with respect to SELLER’s profits imposed by any governmental authority of any country on SELLER, its employees, and/or SELLER’S PROVIDERS due to the execution of any agreement or the performance of or payment for work described in the ORDER;

b) all TAXES in connection with the employment of SELLER’s personnel and any withholding taxes SELLER is required to deduct from any payments to subcontractors and/or vendors;

c) any additional TAXES, VAT, duties or charges levied on the ORDER and/or those ones

which SELLER is legally obligated to pay;

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37.4 To the extent that any withholding, tax retention or deduction from any amount payable by BUYER to SELLER is required under applicable LAWS to be made by BUYER, BUYER may make such withholding, tax retention or deduction from such payment and SELLER shall have no recourse against BUYER in respect of such withholding, tax retention or deduction provided that BUYER will provide SELLER with the pertinent receipt or evidence of it.

37.5 Notwithstanding Clause 37.2 above, in case that there is a convention for the avoidance of double taxation in force between the governments of the countries (referred as DTT) of the PARTIES that provides for relief or exemption from tax on any payments to be made pursuant to the terms of this ORDER, then SELLER shall comply with all required steps and procedures in order to enable BUYER to apply such DTT benefits (such as but not limited to provide BUYER with a valid tax residence certificate, and any other documents that as per the applicable LAW might be needed, for the application of the corresponding DTT benefits). If SELLER does not provide required documentation or the provided documentation has expired, the benefits of the DDT will not be applied by BUYER.

37.6 SELLER, shall be liable for and shall protect, defend, indemnify and hold harmless BUYER and/or OWNER against, all TAXES, withholding taxes, tax retentions, or other dues or assessments of whatsoever nature, whether levied on or chargeable to SELLER and/or SELLER’S PROVIDERS in any country, payable on or in respect of anything done under the ORDER or in connection therewith. BUYER does not assume any liability in case of tax defaults by SELLER and SELLER undertakes to strictly abide by the rules in force in respect of any and all tax matters.

37.7 SELLER is fully and solely liable for all and any payments relating to registration charges or

sponsorship to enable SELLER to work in the COUNTRY, if applicable.

37.8 SELLER shall, to the extent reasonably possible, provide BUYER with such assistance as BUYER reasonably requests in order to enable BUYER to obtain or take advantage of tax exemptions, rebates and credits available with respect to the ORDER for the benefit of BUYER.

37.9

In addition to the provisions set out in this Clause 37, SELLER shall comply with the requirements established in the Annex H.

38 BANK GUARANTEES

38.1 Bank Guarantees provided by SELLER to BUYER shall be from a first-class international bank,

acceptable to BUYER/OWNER, and shall be in the form included in the Annex K.

38.2 SELLER shall ensure that the Bank Guarantees are valid and enforceable until SELLER has complied with its obligations in relation to the guarantees for which each Bank Guarantee has been intended according to the ORDER.

38.3

If SELLER fails to provide and/or maintain any of the Bank Guarantees established in this Clause 38, SELLER shall be deemed to be in default according to Sub-Clause 20.1.

38.4 ADVANCE PAYMENT BOND

38.4.1 With the submission of each invoice corresponding to the payment milestones preceding the DELIVERY, SELLER shall provide, at its own cost, an Advance Payment Bond. The Advance Payment Bond shall amount to one hundred per cent (100%) of the invoiced net value.

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38.4.2 For purchase orders exclusively of non-tagged material, each Advance Payment Bond shall be valid for its full amount until the date BUYER declares the conformity of the DELIVERY of all the goods included in the corresponding supplement of the PO, provided that the related invoices have been paid by BUYER. For any other cases, the Advance Payment Bonds shall be valid for its full amount until the date BUYER declares the conformity of the DELIVERY of all goods included in the SUPPLY, provided that the related invoices have been paid by BUYER.

38.4.3 For purchase orders exclusively of non-tagged material, each Advance Payment Bond shall be returned by BUYER to SELLER upon the conformity of the DELIVERY of all the goods included in the corresponding supplement of the PO has been declared by BUYER, provided that the corresponding invoice in connection with such Advance Payment Bond have been paid by BUYER. For any other cases, the Advance Payment Bonds shall be returned by BUYER to SELLER upon the conformity of the DELIVERY of all the goods included in the SUPPLY, provided that the corresponding invoices in connection with such Advance Payment Bonds have been paid by BUYER.

38.4.4 For purchase orders exclusively of non-tagged material, notwithstanding the provisions of Paragraph 38.4.3, if the conformity of the DELIVERY of the goods which represent, at least, the fifty per cent (50%) of the price of a specific supplement has been declared by BUYER, SELLER shall have the right to request BUYER to approve a reduction of the corresponding Advance Payment Bonds in an amount proportional to the price of such goods, provided the invoices in connection with such Advance Payment Bonds have been paid by BUYER.

38.5 PERFORMANCE BOND

38.5.1 Within fifteen (15) days after the EFFECTIVE DATE, SELLER shall provide, at its own cost, a Performance Bond. The Performance Bond shall amount to ten per cent (10%) of the ORDER PRICE.

38.5.2 If the ORDER PRICE is increased by, at least, ten per cent (10%) or a hundred thousand (100,000.00) Euros, whichever is lower, SELLER shall, within fifteen (15) days after the signing date by BUYER of the relevant supplement of the PURCHASE ORDER, uplift the Performance Bond or provide a new one in an amount of ten per cent (10%) of the revised ORDER PRICE.

38.5.3 The Performance Bond shall be valid for its full amount until the date BUYER receives the PROVISIONAL CLOSE OUT Certificate duly signed by SELLER. Thereafter the Warranty Bond shall be issued according to the provisions of Sub-Clause 38.6. In any case, the Performance Bond shall be in force until the Warranty Bond has been received by BUYER.

38.5.4 In case of the amount of the Performance Bond does not cover the full costs of any replacement, removal, installation and transportation of the removed items due to SELLER failure to comply with the requirements of the ORDER at SITE, BUYER may require SELLER to increase the amount of the Performance Bond by such costs, or to provide other appropriate security, until the failure has been rectified and such items of the SUPPLY reinstated.

38.6 WARRANTY BOND

38.6.1 SELLER shall provide, at its own cost, a Warranty Bond, which shall be delivered jointly with the PROVISONAL CLOSE OUT Certificate duly signed by SELLER. The Warranty Bond shall amount to ten per cent (10%) of the ORDER PRICE.

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38.6.2 The Warranty Bond shall be valid for its full amount until the date of the FINAL CLOSE OUT Certificate. If on the expiry date of the WARRANTY PERIOD according to Paragraphs 26.4.1 and 26.5.7 (whichever occurs later), there are outstanding uncorrected WARRANTY DEFECTS and/or outstanding works to Make Good the PERFORMANCE GUARANTEES according to Paragraphs 26.4.3 and 26.5.7 respectively, then the value of the Warranty Bond may, upon agreement between BUYER and SELLER, be reduced to an amount equal to the cost of any such outstanding WARRANTY DEFECTS and/or outstanding works to Make Good the PERFORMANCE GUARANTEES.

38.6.3 In case of the amount of the Warranty Bond does not cover the full costs of any replacement, removal, installation and transportation of the removed items due to SELLER failure to comply with the requirements of the ORDER at SITE, regarding to outstanding uncorrected WARRANTY DEFECTS and/or outstanding works to Make Good the PERFORMANCE GUARANTEES according to Paragraphs 26.4.3 and 26.5.7 respectively, BUYER may require SELLER to increase the amount of the Warranty Bond by such costs, or to provide other appropriate security, until the failure has been rectified and such items of the SUPPLY reinstated.

39 LIABILITY AND INSURANCE OBLIGATIONS

39.1 LIABILITY

39.1.1 SELLER shall be responsible or liable vis-à-vis BUYER, and/or third parties, for any losses or damages to the SUPPLY or in connection with the SERVICES which may occur up to the FINAL CLOSE OUT and, inasmuch as SELLER is the cause of the same, for losses or damages related to any liability which may survive the FINAL CLOSE OUT or termination of the ORDER.

It is understood that the SELLER’s liability for damage referred to in this Sub-Clause 39.1 shall cover any action, omission, error or negligence of its agents, SELLER’s PROVIDERS and, more extensively, of any person for whom it is responsible.

39.1.2 Liability shall also cover all damage to the works, materials and equipment forming part of the SUPPLY as well as to other property of BUYER and OWNER or other third parties as a consequence of the execution by SELLER of the ORDER, including those caused by SELLER at SITE while rendering SERVICES, if any.

39.1.3 SELLER shall be responsible and liable for illness, bodily injury or death of any person arising out of the implementation of the ORDER, unless attributable to negligence, misconduct, wilful acts by BUYER and/or OWNER or any person or entity other than SELLER, its AFFILIATES and its SELLERS PROVIDERS.

39.1.4 SELLER shall be liable for all losses and fines resulting from a violation of any governmental requirement, state or local, by SELLER or its employees or agents during the execution of work in connection with the ORDER.

39.1.5 SELLER shall defend, indemnify, and hold harmless BUYER and OWNER from and against any all claims, suits and the like, including reasonable attorney’s fees, brought against BUYER and OWNER arising out or in connection with SELLER’s liability as stated in the ORDER.

39.1.6 In any event, neither PARTY shall be liable to the other PARTY whether pursuant to any provision of the ORDER, by way of damages for breach of contract, in tort, for breach of statutory duty, equity or under any other legal theory, for any incidental, indirect and consequential losses (including loss of profit, loss of business opportunities, loss of use, loss of production and products), punitive damages or economic loss, provided that this Paragraph 39.1.6 shall not exclude or limit liability:

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a) arising out of fraud, fraudulent misrepresentation, wilful misconduct or wilful default by any

PARTY or any SELLER’S tier person or entity, and

b) for Liquidated Damages (and unliquidated damages which are claimable by BUYER in lieu

of Liquidated Damages), and

c) arising out of any obligations associated to the Clauses 32, 33 and 34 and/or or in relation

to any indemnity set out in the ORDER.

39.2

INSURANCE OBLIGATIONS

39.2.1 Without limiting SELLER’s liability, SELLER shall, in addition to any insurance policy to be maintained by applicable LAWS, obtain from insurance companies approved by BUYER, and maintain for the entire duration of the ORDER, at least, the following insurance policies, without prejudice of any other requirements and details mentioned in the ORDER:

a) equipment All Risk Insurance;

b) transportation insurance covering all risks of loss or damage sustained by the SUPPLY during transportation to the place of delivery defined in the PURCHASE ORDER, as required in the ORDER;

c) worker’s Compensation and Employer’s Liability Insurance; and

d) comprehensive General Liability / Third Party Liability Insurance.

SELLER shall ensure that its subcontractors and sub-suppliers effect and maintain the above mentioned insurances, or are insured pursuant to the cover arranged by SELLER.

39.2.2 In case SELLER or its agents are present on SITE during the execution of the ORDER performing any SERVICE, SELLER shall ensure that they comply with any legal insurance requirements in force.

SELLER shall take out and/or keep in force the following insurance policies (as applicable):

a) motor Vehicle Third Party and Passenger Liability; and

b) SELLER’s own construction plant and equipment.

39.2.3 Unless otherwise indicated in the ORDER, in relation to insurance policies mentioned in

Paragraphs 39.2.1 and 39.2.2:

a) the insurance policies shall state that the insurers, where applicable, waive all rights of

subrogation against OWNER and/or BUYER and their employees;

b) OWNER and BUYER shall be additional insured under the insurance policies that cover the

SUPPLY and/or the SERVICES;

c) SELLER shall notify BUYER at least thirty (30) days before the insurance police is expired,

cancelled or materially changed, or the insurance ceases for any other reason;

d) the insurance policies shall be primary and non-contributing with respect to any other

insurance which may be provided or maintained by BUYER and OWNER;

e) SELLER shall be responsible to conduct all claims regarding any incident directly to the

insurance company;

f) all deductibles applicable shall be borne by SELLER;

g) SELLER shall ensure that the SUPPLY and SERVICES are properly covered by the relevant

insurance policies during the entire duration of the ORDER; and

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h) all such insurance shall be provided by reliable companies satisfactory to BUYER and authorized to do business in the jurisdiction in which SUPPLY and SERVICES are performed.

39.2.4 BUYER shall advise to SELLER if SELLER is included as additional insured in any insurance policies placed for the PROJECT for which the SUPPLY and/or the SERVICES is intended. Nevertheless, it is specified that:

a) in case of any risk not covered by the policy, SELLER waives all rights of recourse against

BUYER, OWNER, and the relevant insurer; and

b) the deductibles applicable to each loss and/or damage, the exclusions specified in the policy, the share of loss and damages not indemnified by the insurers, shall be borne by SELLER if it is responsible for the loss and/or damage or participated in its occurrence.

39.2.5 SELLER shall submit the certificates issued by its insurance companies to BUYER on request and before the beginning of the implementation of the ORDER or if any change in the insurance policies is made. These certificates shall attest that the coverage granted by the policies and the required amounts are in compliance with the obligations imposed on SELLER. Furthermore, these certificates shall mention the date of expiry of the coverage as well as the commitment that the policies will not be cancelled, nor their scope be modified, during the period of the validity of the ORDER.

39.2.6 SELLER shall submit evidence of all premium payments to BUYER.

39.2.7 If required by BUYER, SELLER shall allow BUYER to examine the original insurance policies, or alternatively SELLER shall deliver copies of them certified by the Insurance Company along with proof of being up to date with the payment of the premiums.

39.2.8 Each PARTY shall give the other PARTY notice, without delay, of any incident for which it requires cover under the other PARTY’s and/or OWNER’s insurance policies, together with a description of the incident giving rise to the claim. SELLER and its subcontractors and sub- suppliers, where applicable, shall, cooperate with BUYER, OWNER, any loss adjustors, surveyors or others in connection with any insurance and observe and fulfil the terms and conditions of the insurance policies. If SELLER or its subcontractors fail to do so, SELLER shall indemnify BUYER from and against all damages and/or losses resulting from any such failure.

39.2.9 Any amount not insured or not recovered from the insurance companies shall be borne by SELLER in accordance with its obligations, liabilities and responsibilities. In case of occurrence of any loss or damage to the SUPPLY and/or the SERVICES, SELLER shall immediately remedy it at SELLER’s cost and risk, save only in respect of any amount recovered from any claim made under the insurances policies.

39.2.10 SELLER shall be deemed to be in default if fails to take out and/or maintain in effect the insurances set forth in this Sub-Clause 39.2 or fails to ensure that its subcontractors and sub- suppliers take out and/or maintain similar insurances. BUYER and/or OWNER, as the case may be, may take out any such insurances and may from time to time deduct from any amount due to SELLER any premium which BUYER and/or OWNER shall have paid to the insurer(s) or otherwise recover such amount as a debt due and payable from SELLER.

39.2.11 In addition to the provisions set out in this Sub-Clause 39.2, SELLER shall comply with the

requirements established in the Annex C.

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40 CYBERSECURITY

40.1 SELLER shall have implemented an ISMS according to ISO 27001 to ensure proper cyber protection and guarantee that information confidentiality, integrity, or availability are not compromised. If SELLER’s handling security system is based in other standard, such as NIST, NIS, CIS or equivalent, then SELLER shall provide BUYER with details for its evaluation.

40.2 SELLER shall adhere to BUYER’s security best practices and notify any situation where this adherence is not achievable in order to identify security gaps or improving opportunities that could impair security performance.

40.3 SELLER shall provide, at BUYER’s request, evidences that its operations and controls comply with ISO 27001 requirements or equivalent. In case of any security breaches, such evidences shall be provided by an independent third party.

40.4 SELLER shall notify BUYER in a timely manner regarding any security breaches that may impact BUYER’s and/or OWNER’s business. Such notification shall include mitigations rules implemented or to be implemented by SELLER and details about that data may have been accessed, disclosed or acquired without proper authorization. SELLER shall give highest priority to immediately correcting any security breaches and shall devote all resources as may be required to accomplish that goal.

40.5 BUYER shall have the right to audit and test the security controls upon evidence of any security

breach.

40.6 SELLER shall comply with any applicable LAW regarding cybersecurity and data privacy

protection and security.

40.7 SELLER guarantees that it will not knowingly introduce, via any means, trojan, virus, adware, spyware, ransomware, worm, rootkit, keylogger or any other code or mechanism to facilitate unauthorized access to BUYER’s and OWNER’s systems.

40.8 SELLER shall hold harmless and indemnify BUYER and OWNER against any liability and/or

damage caused by SELLER’s non-compliance with the provisions of this Clause 40.

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

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

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