Servizi Energia Italia S.p.A. Sede Legale di Milano Piazza Tina Modotti 5 20138 Milano (MI) saipem.com	Piazza Tina Modotti 5 20138 Milano (MI)
Milan Date Purchase Order №	VAT registr. № Vendor code tel. telefax e-mail
Our reference: Purchase Order № … (to be quoted in any correspondence)
Subject: Project – Supply
This Purchase Order is the written agreement between the following Parties, made under the terms and conditions set forth in the PURCHASE ORDER DOCUMENTS.
Job: Requesting Center:	Proc.Dept. Proc.Office Buyer tel. telefax e-mail
For internal use Ref.PR:

SUPPLY AS PER ATTACHMENT
Number of the attachment		Description of the attachment			Rev.		Date of Rev		Type
Item.	Description		Quantity	UM		Price EUR		Amount EUR	Delivery Date
TOTAL PURCHASE ORDER AMOUNT

COMPANY: QatarEnergy LNG, a joint stock company organized and existing under the laws of the State of Qatar and having its registered office address at P.O. Box 22666, Doha, State of Qatar.

PURCHASER: means Servizi Energia Italia S.p.A. - a company established and existing under the laws of Italy, with registered office in Piazza Tina Modotti 5, 20138 Milano (MI), Italy.

[to be modified in case of Saipem SPA – Qatar Branch as follow:

PURCHASER: means Saipem Qatar Branch, established and existing under the laws of Qatar with registered office in Qatar, 7th Floor, Al Dana Towers, Conference Center Street, Al Dafna, West Bay a branch of Saipem S.p.A., a company established and existing under the laws of Italy with head office in Via Luigi Russolo, 5 Milan, Italy.],

SUPPLIER: [Company Name], a company established and existing under the laws of [State], with registered offices in [Address].

ART. 1 - PURCHASE ORDER DOCUMENTS AND PRIORITY

1.1 The PURCHASE ORDER DOCUMENTS constitute the entire agreement between the PARTIES with respect to the SUPPLY and supersede all prior negotiations, representations and/or agreements, either written or oral, between or amongst the PARTIES with respect thereto.

1.2 No amendments to or modifications of any terms or conditions of the PURCHASE ORDER DOCUMENTS shall be valid unless made in writing and signed by both PARTIES.

1.3 The PURCHASE ORDER DOCUMENTS are complementary to each other and consist of the following documents, binding on both PARTIES. In case of inconsistency or conflicts, each document shall prevail over the others in the order set forth here below:

• • 1. The present PURCHASE ORDER, together with any REVISION thereto and the Attachments listed hereunder;
    2. b. SPECIAL TERMS AND CONDITIONS FOR SPC_GR-GROUP-SC-PRO_GTC-111-E Rev.01
    3. General Terms and Conditions for PURCHASE ORDER DOCUMENTS - High Complexity – Doc. SPC_GR-GROUP-SC-PRO_GTC-111-E Rev.01 (hereinafter referred to as the “General Terms and Conditions” or “GTCs”);
    4. Project Quality Requirements for Suppliers - 033734-Z-Z-00-SPM-QA-P-10004
    5. Source Inspection Procedure - 033764-Z-Z-00-SPM-QA-P-10003;
    6. Quality Assurance for Suppliers - doc. 200-20-QM-PRC-00098;
    7. PURCHASER TECHNICAL DOCUMENTS: Material Requisition Doc. Nr. Xxxxx (hereinafter referred to as “MR”) and all the applicable documents and general specifications, International Standards, Project specifications and PURCHASER requirements mentioned therein; and subsequent Technical clarifications/Deviations agreed as of PURCHASE ORDER EFFECTIVE DATE.
    8. Handling, Storage, Packing & Preservation Procedure - doc. 033764-Z-Z-00-SPM-PO-PRC-10006;
    9. Project Control Requirements for Fabrication contractors and suppliers - doc. 033764-Z-Z-00-SPM-PC-P-00001_I1;
    10. Model 231, including the Code of Ethics;
    11. Policy Sustainable Saipem, available at the following website: www.saipem.com
  1. The Attachments to the present PURCHASE ORDER are the following

Attachment 1 - Letter of Acceptance;

Attachment 2 - Performance Bond Form;

Attachment 3 - Advance Payment Bond Form;

Attachment 4 - Warranty Bond;

Attachment 5 - Two years operating spare parts price list; [if applicable];

Attachment 6 - Capital Spare Parts price list [if applicable];

Attachment 7 - 1-Month Start-up Spares and Supplies price list; [if applicable];

Attachment 8 – Life Cycle Spares price list; [if applicable];

Attachment 9 - CTP form; [if applicable];

Attachment 10 - Technical Deviation Form;

Attachment 11 - Technical Clarification Log signed by SUPPLIER;

ART. 2 - ACCEPTANCE

The validity of the PURCHASE ORDER DOCUMENTS is conditional upon SUPPLIER’s confirmation of acceptance of all Terms and Conditions set out hereunder. SUPPLIER shall complete, sign and return to PURCHASER the Attachment 1 - Letter of Acceptance - together with other documents as set out in the said Attachment, within 5 calendar days of receipt thereof.

ART. 3 - SCOPE OF THE PURCHASE ORDER DOCUMENTS

3.1 SUPPLIER shall provide all materials, services and items necessary to engineer, design, manufacture, test, inspect, paint, coat, mark, protect, transport and deliver the GOODS as mentioned in the item/description list and in accordance with the PURCHASE ORDER DOCUMENTS.

3.2 The quantities of GOODS shall not be subject to change, unless trough a formal REVISION issued by PURCHASER in accordance with Clause 12 “CHANGE IN THE SUPPLY” of the General Terms and Conditions attached to this PURCHASE ORDER DOCUMENTS.

ART. 4 - EFFECTIVE DATE

The EFFECTIVE DATE of the PURCHASE ORDER DOCUMENTS is the earliest to occur amongst: i) five (5) days after the date indicated on PURCHASE ORDER first page; ii) the date of signature of the Letter of Acceptance by SUPPLIER.

ART. 5 - APPROVAL OF SUPPLIER DOCUMENTS

5.1 With reference to the Clauses 3 “APPROVAL OF SUPPLIER DOCUMENTS” of the General Terms and Conditions, SUPPLIER shall submit to PURCHASER all SUPPLIER DOCUMENTS for approval as specified in the PURCHASE ORDER DOCUMENTS.

SUPPLIER shall expect to receive the result of review within four (4) weeks after the receipt of document transmittal number.

With reference to the Clauses 3 “APPROVAL OF SUPPLIER DOCUMENTS” of the General Terms and Conditions, SUPPLIER shall return SUPPLIER DOCUMENTS duly revised to PURCHASER within 10 (ten) calendar days from the day they were sent to SUPPLIER for due implementation of PURCHASER comments.

ART.6 - FREE ISSUED ITEMS [if applicable]

With reference to the Clause 4 “FREE ISSUED ITEMS” of the General Terms and Conditions, the FREE ISSUED ITEMS shall be delivered at [….] SUPPLIER shall notify PURCHASER of any shortfall, defects, damage or breakdown within 10 (ten) days from the date of receipt of equipment and/or material provided by PURCHASER.

ART.7 - SPARE PARTS

With reference to Clause “SPARE PARTS” of General Terms and Conditions to this PURCHASE ORDER, the CAPITAL SPARE PARTS, START-UP SPARE PARTS, SPECIAL TOOLS and its quantities are in accordance with MR document No xxxxxxxxx and all other documentation referred to therein.

7.1 COMMISSIONING & START-UP SPARE PARTS

With reference to clause 5 SPARE PARTS of the General Terms and Conditions attached to this PURCHASE ORDER, the Construction, Pre-commissioning, Commissioning & Start-up spare parts inclusive of consumables, initial fills and special tools required for Commissioning and Startup are included in the scope of SUPPLY and shall be delivered together with the GOODS, in accordance with par XX of Material Requisition Doc Nr. XXXXX and all other documentation referred to therein.

The cost for packing and delivery of Construction, Pre-commissioning, Commissioning and Start-Up Spare Parts, consumables, initial fills and special tools, shall be included in the TOTAL PURCHASE ORDER AMOUNT.

7.2 TWO YEARS OPERATING SPARE PARTS [IF APPLICABLE]

The detailed priced list of Two Years Operating Spare Parts is in Attachment 5.

SUPPLIER grants PURCHASER or COMPANY or any of their AFFILIATES the option to buy, through dedicated PURCHASE ORDER, any of the operating spare parts, with quantity in accordance with paragraph xxxx of Material Requisition - Doc. n. xxxx on the following conditions:

a. Total Amount and unit prices as per PURCHASE ORDER Attachment 5. The unit prices shall be valid for the supply of either total or partial quantities.

b. Prices validity: A minimum of 24 months from last delivery of the GOODS under this PURCHASE ORDER;

c. Delivery: Delivery point and terms applicable to operating spare parts shall be the those specified in article No. 11.1 of the this PURCHASE ORDER;

d. Packing type: as per present PURCHASE ORDER, cost included.

e. Payment: 100 % (one hundred percent) of the amount of the materials upon delivery and acceptance. This amount will be paid within 60 days, by direct remittance, end of month, from the date of receipt by PURCHASER of final technical documentation as specified in the dedicated PURCHASE ORDER.

f. The warranty period for Two Years Operating Spare Parts shall be 24 (twenty-four) months which shall commence from the date upon which such spare parts are delivered to the delivery point and formally accepted.

g. SUPPLIER shall guarantee that the manufacturing and supply of Two Years Operating Spare Parts shall continue for 10 (ten) years after the expiry date of the Warranty Period specified within Article 13 “WARRANTIES” of the present PURCHASE ORDER;

h. All Terms and Conditions of this PURCHASE ORDER shall apply, unless otherwise agreed in the dedicated Two Years Operating Spare Parts PURCHASE ORDER, regardless of whether the OPERATING SPARE PARTS PURCHASE ORDER is issued by the PURCHASER, the COMPANY, or any of their AFFILIATES.

7.3 CAPITAL SPARE PARTS [IF APPLICABLE]

With reference to clause 5 SPARE PARTS of the General Terms and Conditions attached to this PURCHASE ORDER, the Capital Spare Parts are included in the scope of SUPPLY, quantity in accordance with par. XX of Material Requisition Doc. Nr. XXXXX and all other documentation referred to therein.

Capital Spare Parts’ cost for packing and delivery is included in the TOTAL PURCHASE ORDER AMOUNT.

Optional Capital Spares are listed in Attachment 6. [IF APPLICABLE]

ART. 8 - EXPEDITING, INSPECTION AND TESTING, SHIPMENT PREPARATION, PACKING AND MARKING

8.1 INSPECTION AND TESTING

With reference to the Clause 41 “EXPEDITING, INSPECTION AND TESTING, SHIPMENT PREPARATION, PACKING AND MARKING” of the General Terms and Conditions, the SUPPLY shall be subject to inspection and testing in compliance to the MR N° XXXXX and Project Quality Requirements for Suppliers - 033734-Z-Z-00-SPM-QA-P-10004 and Source Inspection Procedure - 033764-Z-Z-00-SPM-QA-P-10003.

Inspections may be extended to cover packing, marking and product certificates accompanying the GOODS.

SUPPLIER must strictly follow the procedure of Quality Assurance for Suppliers - doc. 200-20-QM-PRC-00098 and comply with the requirements stated therein, including the preparation and submittal to PURCHASER of its Supply-specific Quality Plan as per ISO 10005:2018 (if applicable for the assigned Inspection Level); any deviation from Quality Assurance for Suppliers - doc. 200-20-QM-PRC-00098 shall be agreed in writing with PURCHASER.

8.2 SHIPMENT PREPARATION

The SUPPLIER shall ensure that all GOODS supplied pursuant to the PURCHASE ORDER DOCUMENTS shall be adequately packaged to ensure safe transporting to the FINAL DESTINATION and SUPPLIER shall comply in all respects with the PURCHASER’s packaging.

The SUPPLIER shall prepare the GOODS for shipment in accordance with Handling, Storage, Packing & Preservation Procedure - doc. 033764-Z-Z-00-SPM-PO-PRC-10006.

It is specifically understood and agreed by SUPPLIER that satisfactory test and inspection, dispatch release note as well as effective transfer of risk and title shall not relieve SUPPLIER from its obligation to make good any defect discovered and accepted by SUPPLIER in the supply after delivery.

It is understood that the cost of any equipment required for transport and/or place on board or unload the above GOODS, such as spreaders, saddles, sized roper, stiffening structures are included in the supply amount.

Packing will be provided by SUPPLIER and the cost is included in the in the TOTAL PURCHASE ORDER AMOUNT.

If the shipment is originating from any European country, then the exact country of the items manufactured/ produced must be mentioned in Certificate of origin instead of “European Union”. If one package / carton contains shipments from various countries, then each item shown its own country of origin. The Certificate of Origin also must mention the same details. Any shipment non complaint with the above will be returned and any cost resulting from re-importation, transport, port penalties, demurrages, detention charges and manpower will be charged to SUPPLIER.

As soon as the complete shipment is ready for dispatch, SUPPLIER shall notify PURCHASER the readiness of material providing readable clear copies of Shipping invoice & relevant packing list with the correct address of the goods to be collected / counterpart to liaise with, to the following:

Mr. Giacomo Caleffi

Email: giacomo.caleffi@saipem.com

and

Srinivasan Gopanna

Email: Gopanna.Srinivasan@saipem.com

All the documents must be in English language for custom purpose and our PURCHASE ORDER number must be written on every document for quick reference and records (Shipping invoice + packing list). Certificate of Origin and Shipping invoice shall be attested by concerned Chamber of Commerce to be provided with each shipment.

HS CODES (Harmonized System code) are mandatory and the same should be provided beside each line item of shipping invoice / packing list.

Bio-Degradable certificate to be provided if the material is packed / wrapped with plastic.

Packing & Marking:

Packing and marking shall be as per supplier standard suitable for inland/sea/air freight.

The following documents should be fixed outside the box:

SHIPPING MARK;

PACKING LIST;

Each package shall be well visibly marked on three sides with indelible paint as indicated:

• Consignee;

• Project name;

• Final Destination;

• Purchase Order No.;

• Item No.;

• Description;

• Gross Weight Kg;

• Net Weight Kg;

• Package Nos. Of;

• Dimensions cm.;

• Package Stackable Yes No;

• Storage Recommendations (A/B/C);

• Contain Product Certificates.

Each packaged material and equipment shall not exceed weight and dimension as specified in the attached Handling, Storage, Packing & Preservation Procedure - doc. 033764-Z-Z-00-SPM-PO-PRC-10006.

All the materials are to be Marked, Labeled and packed referring to the “items” names and titles for easy identification.

All the material manifests shall contain a detailed description of each item/package All the materials must have a non-removable declaration of Origin (engraved) on each and every item; on the body of the item (MADE IN XXXX) as the xxxx is referring to the manufacturing country. Items without such marking will be exported back to shipping point with penalty. If the supplier/ shipper did not comply with this term, all the charges and applied penalties will be back-charged to his account and fall under his complete responsibility.

In addition, copy of packing list/ invoice should be kept inside each package or, as an alternative, should be sent to PURCHASER in advance by email. Absence of these documents will cause delay in the payment.

Any inadequate or sub-standard packing, noticed at the time of delivery, resulting in the rejection from the competent authorities at the loading points, will be rectified and the cost of the same will be debited to the SUPPLIER.

Note: Packing and marking inspection of the GOODS shall be performed by PURCHASER and discrepancies shall be rectified by SUPPLIER at his own cost before shipment. GOODS released only after PURCHASER release to avoid non-compliance and related costs.

Country of Origin:

If the imported GOODS have more than one Country of Origin in the same set of shipping Documents, it must be detailed in the invoice. Each item must be identified in the invoice with the relevant Country of Origin.

It is mandatory that all items must have a non-removable declaration of origin “MADE IN…”Country name) on GOODS. Without manufacturing Country marking, goods will not be allowed to enter in final destination.

Original copies of the shipping documents shall be couriered to the following address:

Mr. Giacomo Caleffi

Email: Giacomo.Caleffi@saipem.com

and

Srinivasan Gopanna

Email: Gopanna.Srinivasan@saipem.com

8.3 DUAL USE DECLARATION

SUPPLIER shall immediately communicate to PURCHASER if the GOODS are classified as Dual Use under the export control regime of the country from which the goods are to be exported.

In respect of any GOODS subject to the above regulation, the SUPPLIER shall as soon as possible, and no later than one-hundred-and-twenty (120) prior to the GOODS delivery date, submit to the PURCHASER a draft “Dual Use declaration” showing the description of the Dual Use GOODS, the “Dual Use code” and “HS Code” and a draft of end user certificate/ undertaking letter. This submitted draft shall be submitted by PURCHASER to COMPANY for approval. PURCHASER shall provide to SUPPLIER the original document received from COMPANY to allow the exportation activities.

8.4 PRESERVATION REQUIREMENTS

The SUPPLIER shall be responsible for the identification and definition of preservation requirements of the material / equipment until delivery and is responsible for delivering the material / equipment preserved, in full compliance relevant with this PURCHASE DOCUMENTS.

The SUPPLIER shall provide, at any time upon PURCHASER’s request and in any case with the shipping documentation, documented evidence of the preservation activities carried out at SUPPLIER’s premises from time of receipt of, materials prior to shipping. In the absence of such evidence of the required preservation, the PURCHASER reserves the right to reject the supplied materials/equipment/package at the time of the delivery on the construction site.

The SUPPLIER shall prepare and issue the preservation procedures for shipping, post-delivery storage, and maintenance of material / equipment up to the commissioning stage.

The SUPPLIER shall ensure all preservation requirements are transferred and applied to its Sub-Vendors, as applicable.

ART. 9 - CERTIFICATES

The GOODS shall be certified in accordance with the Material Requisition Doc. Nr. xx and all applicable PURCHASE ORDER DOCUMENTS.

It is agreed that if the GOODS shall not comply with the above certificates the GOODS shall be rejected.

The certificates must be sent:

-no. 1 Copy to final destination with the GOODS;

-no. 1 Original + 2 Copies to:

Mr. Giacomo Caleffi

Email: Giacomo.Caleffi@saipem.com

and

Srinivasan Gopanna

Email: Gopanna.Srinivasan@saipem.com

The cost for the above is included in the TOTAL PURCHASE ORDER AMOUNT.

ART. 10 - TECHNICAL ASSISTANCE SERVICES [IF APPLICABLE]

With reference to the Clause 42 “TECHNICAL ASSISTANCE SERVICES” of the General Terms and Conditions, PURCHASER or COMPANY will issue a dedicated service contract for any technical assistance service required as per unit rate and terms agreed in Attachment 9 - the CTP form.

ART. 11 DELIVERY

11.1 DELIVERY POINT AND TERMS

GOODS shall be delivered according to Incoterms (last edition) FCA at SUPPLIER’s facilities loaded, stowed, and secured on carrier transportation.

In order to organize the transport, relevant instructions will follow by PURCHASER “POSE/SPEA” Dept.

SUPPLIER shall coordinate in due time, together with above Dept.

11.2 FINAL DESTINATION

PURCHASER’s yard in Karimun island, Indonesia.

All items are destined to be installed, as part of a major fabricated item, in the North Field Production Sustainability COMP 3 Project, offshore area locate off the coasts of Qatar.

[to be modified in case of Saipem SPA – Qatar Branch, as follow:

Fabrication yard in Qatar, that will be specified by the PURCHASER.

All items are destined to be installed, as part of a major fabricated item, in the North Field Production

Sustainability COMP 3 Project, offshore area locate off the coasts of Qatar.

11.3 DELIVERY DATE

The Delivery Date shall be as set out in the above-mentioned Price list.

The delivery date in the PURCHASE ORDER refers to materials ready for shipment and include the delivery of all documents and everything else required.

The SUPPLIER agrees that delivery time is important for this PURCHASE ORDER and specifically confirms to deliver the GOODS within the established time.

11.4 FREE STORAGE

11.4.1 PURCHASER reserves the right to ask SUPPLIER to postpone the delivery of the GOODS. In this case the property of the said GOODS shall be assigned to PURCHASER as from the established contractual DELIVERY DATE(S) and any storage and insurance cost and risk during the first 90 (ninety) days beyond the contractual DELIVERY DATE(S) shall be borne by SUPPLIER.

11.4.2 For the periods after the first 90 (ninety) days, the Daily Rate for Storage Charge to be applied will be equal to xxxxxx but risks inherent to warehousing shall vest in SUPPLIER.

11.4.3 SUPPLIER shall have the right to invoice the milestone of payment relevant to the delivery of GOODS at “ready for shipment” only in case free storage is requested by PURCHASER. “Ready for shipment” means that GOODS have been already accepted by PURCHASER further to the satisfactory performance and positive completion of all the required inspections and tests foreseen by PURCHASER TECHNICAL DOCUMENTS and PURCHASE ORDER DOCUMENTS.

11.5 WEIGHT AND VOLUME

SUPPLIER guarantees the weight of the GOODS in accordance with the PURCHASER TECHNICAL DOCUMENTS.

11.6 TOLERANCE [if applicable]

The quantity tolerance allowed against each line item of the attached Price List shall be: ……

Materials delivered in excess to the above-mentioned tolerance will not be paid for by PURCHASER and will be put at SUPPLIER’s disposal for collection at SUPPLIER’s care and charge.

ART.12 - LIQUIDATED DAMAGES

With reference to the Clause 9 “LIQUIDATED DAMAGES” of the General Terms and Conditions, SUPPLIER shall be liable of the following:

12.1 Liquidated damages, payable to PURCHASER in case the delivery of the SUPPLY is delayed beyond the DELIVERY DATE, are equal to 2% (two percent) of the TOTAL PURCHASE ORDER AMOUNT for each full calendar week by which delivery of the SUPPLY is delayed to a maximum of 10% (ten percent) of the TOTAL PURCHASE ORDER AMOUNT.

12.2 Liquidated damages, payable to PURCHASER in case the delivery of documents identified in Doc. N° XXXXX, Par. N° XXXX [to be filled out with the specific document reference in which LDs applicable to late submission of documents are specified] are delayed beyond the terms specified therein, are equal to 0.2% (zero point two percent) of the TOTAL PURCHASE ORDER AMOUNT, for each full week by which delivery of any of these documents is delayed, up to a maximum of 5% (five percent) of the TOTAL PURCHASE ORDER AMOUNT.

For the sake of clarity, documents transmitted from SUPPLIER to PURCHASER and rejected by PURCHASER shall be considered not submitted for the effects of this article.

12.3 Liquidated damages payable to PURCHASER in case of overweight of the SUPPLY are equal to … % (…. percent) of the TOTAL PURCHASE ORDER AMOUNT per complete …. [indicate the unit of measurements] in excess. [if applicable].

12.4 The liquidated damages shall in no case exceed 10% (ten percent) of the TOTAL PURCHASE ORDER AMOUNT.

ART. 13 - WARRANTIES

13.1 The warranty period shall commence on the date of the first delivery of the GOODS.

With reference to Clause 11 “WARRANTIES” of the General Terms and Conditions, the Warranty Period shall be 24 (Twenty-four) months from the last delivery of the GOODS at the DELIVERY POINT(S).

13.2 With reference to Clause 11 “WARRANTIES” of the General Terms and Conditions, the Warranty Period for the repaired or replaced GOODS shall be extended to 24 months from the date in which the remedial or corrective work or the repair or replacement of defective GOODS or part of it is completed and accepted or shall be extend until the expiry of the original Warranty Period, whichever is longer.

13.3 (IF APPLICABLE) In addition to the requirements of Article 11 of General Terms and Conditions, Make-Good is requested for every guaranteed figure for each item included in scope of supply as defined in Material Requisition XXX (MR n° to be indicated without revision n°) and documents mentioned within. In the event that during tests, the whole package is demonstrated not to achieve the guaranteed performance according to Material Requisition XX (MR n° to be indicated without revision n°) and documents mentioned within, SUPPLIER shall promptly analyze the cause of the failure of the package to provide satisfactory performances. If such failure is due to defects in engineering and/or material and/ or workmanship or failure to conform to the specification set forth in this PURCHASE ORDER, the SUPPLIER shall timely take the necessary corrective actions (Make Good) at its own expenses until such satisfactory performances are obtained.

ART. 14 - TAXES

The TOTAL PURCHASE ORDER AMOUNT shall be inclusive of all taxes, except for the Value Added Tax, or the Gross Sale Tax, or any similar indirect tax that, where applicable, shall be indicated separately.

ART.15 - PRICING

15.1 TOTAL PURCHASE ORDER AMOUNT and Price(s) shall be as set out in the Price list.

Price(s) are fixed and not subject to escalation throughout the SUPPLY period.

15.2 For technical assistance services, the price(s) and conditions set out in the Attachment 9 - CTP form.

15 .3 Optional Price: PURCHASER will reserve the right to release, partially or totally, the materials listed in the Art. 23 of this PURCHASE ORDER.

ART. 16 - INVOICING

16.1 General

With reference to Clause 14 “INVOICING AND PAYMENT” of the General Terms and Conditions, the SUPPLY shall be invoiced as follows:

a. Upon the fulfilment of relevant contractual obligations by SUPPLIER, SUPPLIER shall issue for verification and acceptance to PURCHASER’s Representative (copy to be transmitted via e-mail in .pdf format) pro-forma invoice(s) for each of the invoice(s) relevant to SUPPLY, along with the back-up documentation agreed by the PARTIES, such as SUPPLY progress status, certificates and approved site timesheets and, in case the SUPPLIER is the exporter of the SUPPLY according to the relevant Delivery Term, the Movement Reference Number (“MRN”) issued by the custom authorities. [documentation list to be adjusted/completed where necessary on a case by case basis].

b. Upon verification and acceptance by PURCHASER’s Representative of the pro-forma invoice(s) and relevant back-up documentation, the pro-forma invoice shall be approved, and a Progress Report shall be issued by PURCHASER confirming the relevant value is released for payment and entitling SUPPLIER to invoice accordingly. The Progress Report is the official document issued by PURCHASER, which certifies the progress of the SUPPLY rendered by SUPPLIER.

C. The invoice(s) shall be issued after fulfilment of any and all the above steps shall constitute a condition precedent to SUPPLIER issuing invoices for the SUPPLY and PURCHASER paying in accordance with the payment terms.

D. As minimum, any and all SUPPLIER’s invoice(s) shall make reference to this PURCHASE ORDER No. and to the relevant Progress Report(s) No. .

E. The invoice(s) shall be accompanied by a copy of the relevant Progress Report(s) issued by the PURCHASER. The original hard copy of the invoice must be sent for payment and shall be addressed as follows:

Attention: Accounts Payable Department

Servizi Energia Italia S.p.A.

AMMI/COFO

Piazza Tina Modotti 5,

20138 Milano (MI)

Italy

[to be modified in case of Saipem SPA – Qatar Branch, as follows:

Attention: Accounts Payable Department

Saipem SpA - Qatar Branch

23rd Floor, Al Dana Towers

Conference Centre Street, Al Dafna, West Bay

PO Box.6893 Doha # Qatar || Phone no: +974 4448 6333

Finance Dept (Mr. Brahamanandam Srinivas)

Email: Fais.Muhammed@saipem.com; Anupama.Aravindakshan@saipem.com

All your invoice should mention PURCHASE ORDER reference number and enclosed with the supporting documents (proof of delivery, packing list etc.); failure to do so may cause delay in payment.

Country of origin and Harmonized code to be mentioned in the Invoice.

16.2 Invoicing Milestone

The SUPPLIER shall submit the invoices according to and in the order of the hereafter below milestones:

• 10%: of the TOTAL PURCHASE ORDER AMOUNT upon Letter of Acceptance signed by Supplier, Performance Bond issuance, approval without comments by PURCHASER of Shop and Erection Drawings.
• 90%: of the TOTAL PURCHASE ORDER AMOUNT upon delivery, on pro-rata basis.

16.3 Retention Money

It is understood that 10% (TEN/00 percent) of the TOTAL PURCHASE ORDER AMOUNT will be retained until final receipt and PURCHASER’s approval without comments of Vendor Document Requirements (VDR).

If the required SUPPLIER DOCUMENTS are sent incomplete or incorrect the payment will run from receipt of the proper ones.

It is understood that 5% (FIVE/00 percent) of the TOTAL PURCHASE ORDER AMOUNT will be retained for the SUPPLY covered by the PURCHASE ORDER and payment will be made upon expiry of the Warranty Period, as stated in the Clause 17 of this PURCHASE ORDER, or upon presentation of a Warranty Bank Guarantee covering the said amount, or upon extension of the Performance Bond to cover the full Warranty Period.

All retention money will be deducted from the invoice corresponding to the delivery of the GOODS.

ART. 17 - PAYMENT

17.1 Invoices Payment: all payments to SUPPLIER for the SUPPLY shall be made after 60 (sixty) Calendar Days from the end of the month of receipt date of invoice(s) correctly prepared and adequately supported.

17.2 Currency: SUPPLIER’s invoices shall be issued and paid in … currency.

17.3 With reference to Sub-Clause 14.2 “INVOICING AND PAYMENT” of the General Terms and Conditions, SUPPLIER shall provide adequate documentation on bank headed paper (e.g. bank certification, bank statement) certifying that the provided SUPPLIER bank account effectively belongs to SUPPLIER. The same documentation shall be provided by SUPPLIER also in case of any change of the bank account details previously communicated. The provision of such documentation is a necessary condition for PURCHASER to proceed with the payments.

17.4 It is understood between the PARTIES that, as concerns the Bank Guarantees only, in case an amendment is to be issued in order to comply with the requirements set out in the PURCHASE ORDER DOCUMENTS, the terms of payment will run from the date of receipt by PURCHASER of the correct relevant Bank Guarantee, whichever comes later, only once PURCHASER acknowledges receipt of the Bank Guarantee properly amended.

17.5 Fulfilment of any and all the steps described in Clause 16 “INVOICING” here above shall constitute a condition precedent to SUPPLIER’s entitlement to issue invoices for the SUPPLY and PURCHASER’s obligation to pay in accordance with payment terms.

ART. 18 - PARENT COMPANY GUARANTEE AND BANK GUARANTEES

With reference to the Clause 15 “PARENT COMPANY GUARANTEE AND BANK GUARANTEES” of the General Terms and Conditions, SUPPLIER shall provide the following guarantees:

18.1 Performance Bond

SUPPLIER shall provide a Performance Bond of an amount equal to 10% (ten percent) of the TOTAL PURCHASE ORDER AMOUNT. Such Performance Bond shall be issued as per the Performance Bond Form hereto attached.

SUPPLIER shall provide PURCHASER with the Performance Bond within 15 fifteen days from the EFFECTIVE DATE.

PURCHASER shall release the Performance Bond at the beginning of the warranty period and upon submission by SUPPLIER of Warranty Bond in accordance with Art.18.3.

Before the expiry of the Performance Bond and upon SUPPLIER’s request, PURCHASER may authorize the extension of the Performance Bond to cover the Warranty Period and relevant reduction up to 5% (five percent), in lieu of the Warranty Bond and at the same terms and conditions of article 18.3 Warranty Bond below.

18.2 Advance Payment Bond (If applicable)

….% (…. percent) of the TOTAL PURCHASE ORDER AMOUNT. Such Advance Payment Bond shall be issued as per the Advance Payment Bond Form hereto attached.

SUPPLIER shall provide PURCHASER with the Advance Payment Bond within 15 fifteen days from the EFFECTIVE DATE.

The Advance Payment Bond shall be released upon complete recovery of the Advance Payment.

18.3 Warranty Bond

SUPPLIER shall provide a Warranty Bond of an amount equal to 5% (five percent) of the TOTAL PURCHASE ORDER AMOUNT. Such Warranty Bond shall be issued as per the Warranty Bond Form hereto attached.

SUPPLIER shall provide PURCHASER with the Warranty Bond at the beginning of the Warranty Period.

The Warranty Bond shall remain valid up to 3 (three) months after the expected date of the end of the Warranty Period and shall be released only upon receipt of PURCHASER’s written communication, or at the expiring date.

All costs associated with the issuing of Bank Guarantees are to the SUPPLIER’s account.

ART. 19 - LIMITATION OF LIABILITY

With reference to the Clause 22 “LIMITATION OF LIABILITES” of the General Terms and Conditions, SUPPLIER’s liability towards PURCHASER under or in connection with the PURCHASE ORDER DOCUMENTS shall be limited to 100% (one hundred percent) of the TOTAL PURCHASE ORDER AMOUNT.

ART. 20 - INSURANCE REQUIREMENTS

SUPPLIER shall obtain and maintain throughout the duration of the PURCHASE ORDER DOCUMENTS the insurance coverage as provided in the Clause 23 “INSURANCE REQUIREMENTS” of the General Terms and Conditions, with the following limit(s):

Worker’s Compensation and Employer’s Liability Insurance, or similar social insurance as shall be necessary and adequate to cover all of SUPPLIER’s personnel while engage in fulfilment of the complete SUPPLY and GOODS delivery as per the terms of the PURCHASE ORDER. Worker’s Compensation and Employer’s Liability Insurance shall cover any compensation to employees to the extent required by Law and agreement with employees for a minimum amount of 3,000,000 USD (Three Million United States Dollars).

Comprehensive General Liability Insurance (including product liability coverage) with a limit per occurrence of not less than 10,000,000 USD (Ten Million United States Dollars).

ART. 21 - REPRESENTATIVES

21.1 Prior to the commencement of the SUPPLY, PURCHASER shall designate in writing its Representative in all matters related to the PURCHASE ORDER DOCUMENTS, to supervise the management of the PURCHASE ORDER DOCUMENTS including the issuance and receipt of communications from SUPPLIER.

21.2 All communications given by PURCHASER’s Representative to SUPPLIER in accordance with the PURCHASE ORDER DOCUMENTS shall be binding upon PURCHASER.

21.3 Prior to the commencement of the SUPPLY and in no case later than 5 (five) days form the EFFECTIVE DATE, SUPPLIER shall designate in writing an experienced SUPPLIER’s Representative who shall be fully knowledgeable in all aspects of the PURCHASE ORDER DOCUMENTS and the SUPPLY, and shall have full charge of all operations of SUPPLIER in respect of the SUPPLY, and full authority to represent SUPPLIER in all matters related to the performance of the PURCHASE ORDER DOCUMENTS.

21.4 All communications given to SUPPLIER’s Representative by PURCHASER in accordance with the PURCHASE ORDER DOCUMENTS shall be binding upon SUPPLIER.

ART. 22 - CORRESPONDENCE- NOTICES - LANGUAGE

22.1 All written correspondence or documents generated under and/or in connection with the PURCHASE ORDER DOCUMENTS shall quote the following:

a. PURCHASE ORDER number and initials;

b. FINAL DESTINATION;

c. name of the PROJECT.

22.2 All correspondence and notices shall be delivered to the following addresses:

PURCHASER:

PURCHASER REPRESENTATIVE:

Francesco Eterno - Project Director

Email: Francesco.Eterno@saipem.com

Commercial/Contractual correspondence:

Mr …. - Buyer - Procurement Department

E-mail: XXXX@saipem.com

Technical correspondence and technical documentation:

Mr ….. - Project Specialist Leader (PSL)

E-mail: XXXX@saipem.com

Correspondence and documents covering testing and certification, and inspection:

Mr Jeyaraman Ramasamy

E-mail: Ramasamy.Jeyaraman@saipem.com

Correspondence covering expediting, delivery and shipment:

Mr Marco (Giacomo) Caleffi - Project Material Manager

E-mail: Giacomo.Caleffi@saipem.com

and

Srinivasan Gopanna - Deputy Project Material Manager

Email: Gopanna.Srinivasan@saipem.com

Correspondence covering Shipping Details (Transport/Customs):

Mr Vincenzo Losito - Project Shipping Coordinator

E-mail: Vincenzo.Losito@saipem.com

Administrative correspondence (covering payments and bank guarantees) shall be addressed to:

Ms Stefania Salvador - AFC Department

E-mail: Stefania.Salvador@saipem.com

and

Ms Jessica Tesi - AFC Department

E-mail: Jessica.Tesi@saipem.com

[to be modified in case of Saipem SPA – Qatar Branch, as follows:

Mr Fais Muhammed - Fais.Muhammed@saipem.com;

and

Mr Anupama Aravindakshan - Mr Anupama.Aravindakshan@saipem.com

SUPPLIER:

Mr/Ms: ….

e.mail address: …

Phone: …

22.3 All notices to be given with respect to the PURCHASE ORDER DOCUMENTS shall be considered valid only if sent from PURCHASER’s Representative to SUPPLIER’s Representative, and vice versa. Such notices shall be delivered personally or sent by registered or certified mail, return receipt requested, or by facsimile, or other form of telecommunication. Such notices shall be effective as from the date of receipt thereof.

22.4 Either PARTY may change the address, and the references of its Representative by giving at least 15 (fifteen) days prior notice to the other PARTY.

22.5 The English language shall be used by the PARTIES in all correspondence and documents prepared or exchanged hereunder or related hereto.

ART. 23 * OPTIONS

The scope of the SUPPLY described hereunder is for options. PURCHASER reserves the right to purchase for PURCHASER convenience the following independent materials/activities/ service as Options:

23 .1 Warranty Extension per each additional year

Total amount per Year: XXXXXX

Validity: the price hereby indicated shall be valid till the last Delivery of GOODS.

23 .2 Two Years Operating Spare Parts, as specified in the Attachment 5 of the PURCHASE ORDER

Total amount: XXXXXX

Validity: the price hereby indicated shall be valid till the last Delivery of GOODS.

23 .3 Additional Capital Spares

Capital Spare Parts, as per conditions set out in ART.7.3 of the present PURCHASE ORDER (If applicable)

23.4 1-Month Start-up Spares and Supplies, as specified in the Attachment 7 of the PURCHASE ORDER

Spare and supplies necessary for the start-up and to maintain normal operation of the facilities from Ready For Start-Up (RFSU) typically for one month.

Total amount: XXXXXX

Validity: the price hereby indicated shall be valid till the last Delivery of GOODS.

23.5 Life Cycle Spares as specified in the Attachment 8 of the PURCHASE ORDER

Spares required for covering one full maintenance cycle (one complete overhaul of the equipment)

Total amount: XXXXXX

Validity: the price hereby indicated shall be valid till the last Delivery of GOODS.

23 .6 Technical Assistance Service, as specified in the CTP form in Attachment 9 of the PURCHASE ORDER**.**

23.7 Delivery Terms: FOB as per Incoterms latest edition.

Delivery on an FOB nearest seaport basis. For Break Bulk shipments the items stowage on board of the ship to be at SUPPLIER’s care and cost.

Total amount: XXXXXX

Validity: 3 months from GOODS readiness for shipment.

Project: Q-32705 - Saipem COMP3 Folder: Draft PO Docs