DRAFT PURCHASE ORDER_ FORMAT Rev.0 dt 24.10.2023

PO No. XXXX

Rev. 00

Date XX/XX/XXXX

Page 1 of 18

Al Wafra Square Office

4th Floor, Al Reem Island,

Abu Dhabi, UAE

Abu Dhabi

Date XX/XX/XXXX

Purchase Order № XXX

Vendor Name

Address

XXX

XXX

Vendor code : XXX

Tel. No. : XXX

Telefax No. : XXX

E-mail address:

XXX

Our reference: Purchase Order № XXX (to be quoted in any correspondence)

1.1.1.1. Subject: SUPPLY OF XXX 1.1.1.2. Email Id: XXX

“We award you this Purchase Order/Delivery Order for the goods described herein.

This Purchase Order/Delivery Order, together with the unconditional acceptance hereto, constitutes the entire and only agreement between the PARTIES relating to the provisions as described herein, and supersedes any other previous representation, whether expressed, oral or implied, or any inducement or agreement of any kind or nature.

Any modification to the terms and conditions of this Purchase Order/Delivery Order shall be issued in writing by us and shall only be valid upon your written acceptance.”

Job: No., Description

Requesting Center: XXX

For internal use

Ref.PR: XXX

Proc. Dept.

: XXX

Procurem.Office : XXX

Buyer: XXX

E-mail address : XXX

DRAFT PURCHASE ORDER_ FORMAT Rev.0 dt 24.10.2023

PO No. XXXX

Rev. 00

Date XX/XX/XXXX

Page 2 of 18

Item.

Description

Amount

Delivery Date

1

XXX

XXX

Refer to Article 11

DRAFT PURCHASE ORDER_ FORMAT Rev.0 dt 24.10.2023

TABLE OF CONTENTS

PO No. XXXX

Rev. 00

Date XX/XX/XXXX

Page 3 of 18

10.2.1. 10.2.2. 10.2.3.

PURCHASE ORDER DOCUMENTS AND PRIORITY … 4 SCOPE OF THE PURCHASE ORDER DOCUMENTS… 6 ACCEPTANCE … 6 EFFECTIVE DATE … 6 APPROVAL OF SUPPLIER DOCUMENTS … 7 FREE ISSUED ITEM / MATERIAL [if applicable] … 7 EXPEDITING, INSPECTION AND TESTING, SHIPMENT PREPARATION, PACKING AND MARKING . 7 REMOTE ACCESS TECHNOLOGIES FOR EXPEDITING, INSPECTION AND TESTING ACTIVITIES .. 8 CERTIFICATES AND SHIPPING DOSSIER … 8 SPARE PARTS AND SPECIAL TOOLS (if applicable) … 9 10.1. GENERAL … 9 SCOPE … 9 10.2. COMMISSIONING SPARES … 9 INSURANCE SPARES (if Applicable) … 9 TWO-YEARS OPERATING SPARE PARTS … 9 DELIVERY … 10 LIQUIDATED DAMAGES … 10 WARRANTIES … 11 TAXES, DUTIES AND FEES … 11 PRICING … 11 INVOICING … 11 PAYMENT … 13 BANK GUARANTEES… 13 LIMITATION OF LIABILITY … 14 INSURANCE REQUIREMENTS … 14 MANUFACTURING WORKSHOP LOCATION … 14 TECHNICAL ASSISTANCE SERVICES … 15 PACKING & MARKING INSTRUCTIONS … 15 CONSIGNEE … 15 INSURANCE … 15 REPRESENTATIVES … 15 CORRESPONDENCE - NOTICES - LANGUAGE … 16 SPECIAL CONDITIONS … 18

DRAFT PURCHASE ORDER_ FORMAT Rev.0 dt 24.10.2023

PO No. XXXX

Rev. 00

Date XX/XX/XXXX

Page 4 of 18

PURCHASER: means the Un-incorporated Joint Venture among NATIONAL PETROLEUM CONSTRUCTION COMPANY PJSC existing under the laws of UAE, and whose address is at P.O. Box 2058, Mussafah, Abu Dhabi, UAE (hereinafter referred to as “NPCC”), and SAIPEM SpA ABU DHABI BRANCH existing under the laws of UAE, and having its registered at 30 Al Baqat St. Al Reem Island, Wafra Real Estate Building, PO Box 47117, Abu Dhabi, United Arab Emirates, (herein after referred to as “SAIPEM).

SUPPLIER: means [VENDOR NAME], company established and existing under the laws of [Country], with registered office in [VENDOR ADDRESS].

1. PURCHASE ORDER DOCUMENTS AND PRIORITY

1.1. The words and expressions used herein shall have the meaning and the interpretation assigned to them in General Terms and Conditions and Special Terms and Conditions attached to this PURCHASE ORDER. The below definitions shall also apply in addition to those defined in the General Terms and Conditions and Special Terms and Conditions attached:

• COMPANY: means ABU DHABI NATIONAL OIL COMPANY (ADNOC) P.J.S.C

• PROJECT: means HAIL & GHASHA DEVELOPMENT PROJECT PACKAGE 1 OFFSHORE FACILITIES

• SITE PLANT: means those areas where the PROJECT facilities are to be located at Abu Dhabi, UAE.

1.2. The PURCHASE ORDER DOCUMENTS shall consist of the following documents binding on both PARTIES

and each document shall prevail over the others with the order set below:

    The present PURCHASE ORDER, together with any REVISION thereto and its attachments:

a) Special

Terms

and

Conditions

of

Purchase

(Doc.

No

1-CF0000-58-FRM-

1009710, Rev X1A1, dated 16-10-2023)

b) General

Terms

and

Conditions

of

P urchase

(Doc.

No

1-CF0000-58-FRM-

1009711, Rev X1A1, dated 09-10-2023)

c) Material Requisition doc xxxxxxxx Rev. xx dated xx/xx/xxxx, and subsequent revisions and tender

bulletins

d) Quality Assurance Requirements for Vendors (Doc. No 1-CF0000-54-SPE-9604-00, Rev E22, dated 14-

02-2023)

e) Quality Management Requirements (Doc. No. PK1-10. E, Rev. 00, dated 05-10-2022)

f) Packing and Marking Procedures (Doc No: 1-CF0000-58-PRO-0008-00_A1, Rev. A1, dated 20-03-2023)

g) PROJECT HSE REQUIREMENTS FOR SUBCONTRACTORS AND VENDORS (1-CF0000-52-PRO-

5806-00_A1, Rev. A1, dated 09-03-2023)

h) Post Order Guidelines

i) Model 231 including the Code of Ethics, (ADNOC or Saipem or NPCC)

1.3. The attachments to the PURCHASE ORDER are the following:

Attachment 1 - Letter of Acceptance

Attachment 2 - Price List

Attachment 3 - Special Terms and Conditions of Purchase (Doc. No 1-CF0000-58-FRM-1009710, Rev X1A1, dated 16-10-2023), (already in SUPPLIER possession)

Attachment 4 - General Terms and Conditions of Purchase (Doc. No 1-CF0000-58-FRM-1009711, Rev X1A1, dated 09-10-2023), (already in SUPPLIER possession)

Attachment 5 - Material Requisition doc XXXXXX Rev. XX dated xx/xx/xxxx, and subsequent revisions and tender bulletins, (already in SUPPLIER possession)

Attachment 6 – Quality Assurance Requirements for Vendors (Doc. No 1-CF0000-54-SPE-9604-00, Rev E22, dated 14-02-2023), (already in SUPPLIER possession)

Attachment 7 - Quality Management Requirements (Doc. No. PK1-10. E, Rev. 00, dated 05-10-2022), (already in SUPPLIER possession)

Attachment 8 - Packing and Marking Procedures (Doc No: 1-CF0000-58-PRO-0008-00_A1, Rev. A1,

DRAFT PURCHASE ORDER_ FORMAT Rev.0 dt 24.10.2023

PO No. XXXX

Rev. 00

Date XX/XX/XXXX

Page 5 of 18

dated 20-03-2023), (already in SUPPLIER possession)

Attachment 9 - PROJECT HSE REQUIREMENTS FOR SUBCONTRACTORS AND VENDORS (1- CF0000-52-PRO-5806-00_A1, Rev. A1, dated 09-03-2023), (already in SUPPLIER possession)

Attachment 10 - Agreed Deviation list to General Terms and Conditions of Purchase

Attachment 11 - Agreed Deviation list to Special Terms and Conditions of Purchase

Attachment 12 - Performance Bond Form, (already in SUPPLIER possession)

Attachment 13 - Advance Payment Bond Form, (already in SUPPLIER possession)

Attachment 14 - List of Commissioning & Start-up Spare Parts

Attachment 15 - List of Capital / Insurance Spare Parts (if applicable)

Attachment 16 - List of Special Tools List (Not Applicable)

Attachment 17 - List of 2 Years Spare Parts – List shall be provided later.

Attachment 18 - List of Options (part of Price List)

Attachment 19 - Progress Report Format

• Others (as applicable, if any)

DRAFT PURCHASE ORDER_ FORMAT Rev.0 dt 24.10.2023

PO No. XXXX

Rev. 00

Date XX/XX/XXXX

Page 6 of 18

1.4. SUPPLIER is deemed to have checked and ascertained that all documents listed in this ORDER are in his

possession and are complete.

1.5. If the SUPPLIER discovers any conflict or ambiguity in the PURCHASE ORDER DOCUMENTS, SUPPLIER shall notify the PURCHASER in writing within five (5) Calendar Days from the receipt to such documentation, prior to proceeding with the affected part of the PURCHASE ORDER DOCUMENTS.

1.6. The PURCHASER shall then determine the correct interpretation of the PURCHASE ORDER DOCUMENTS which shall be final and binding on the SUPPLIER and have no impact on the PRICES. Failing this notice within the fixed time, the SUPPLIER shall not be entitled to any claim arising from or connected to such errors, omissions and/or discrepancies. In any case, the scope of supply as defined in the PURCHASE ORDER shall have priority. The SUPPLIER confirms its full acceptance and the compliance with the Project specification and any other documents mentioned therein which may apply to the design, construction and testing of materials to be supplied.

1.7. In the event that any clause or provision in the PURCHASE ORDER DOCUMENTS shall, for any reason, be deemed legally invalid or unenforceable, the remaining clauses and provisions shall not be affected, impaired or invalidated and shall remain in full force and effect, provided that the rights and obligations of the PARTIES hereto remain substantially unchanged. In the event the rights and obligations of the PARTIES are substantially changed as a result of the invalidity or unenforceability of any clause or provision of the PURCHASE ORDER DOCUMENTS, the PARTIES shall promptly meet and do their best efforts to agree upon such substitute clause or provision as may be required to restore their respective rights and obligations there under.

1.8. None of the provisions of the PURCHASE ORDER DOCUMENTS shall be deemed to establish any

contractual obligation between COMPANY and SUPPLIER.

1.9. The PURCHASE ORDER DOCUMENTS shall constitute the entire and only agreement between the PARTIES relating to the provisions as described herein, and shall supersede any other previous representation, whether expressed, oral or implied, or any inducement or agreement of any kind or nature.

2. SCOPE OF THE PURCHASE ORDER DOCUMENTS

2.1. 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 and various technical clarifications (TCs) and compliances provided and mutually agreed.

2.2. The quantities of the GOODS are not subject to variation, unless by a REVISION in accordance with the Clause 6 “CHANGE IN THE SUPPLY” of the General Terms and Conditions attached to this PURCHASE ORDER.

2.3. In the event that SUPPLIER is not the Original Equipment Manufacturer of the GOODS, then SUPPLIER shall be responsible for ensuring that the Original Equipment Manufacturer grants PURCHASER (i) the right to directly access documentation of the SUPPLY as stipulated in the PROJECT specifications, and (ii) the right to inspect the manufacturing facilities. Provided that nothing in this Article shall be deemed as a waiver SUPPLIER’s responsibilities under the PURCHASE ORDER DOCUMENTS.

2.4. SUPPLIER shall take full responsibility for the prompt performance of the SUPPLY and nothing (including but not limited to matters of financing, arrangement with sub-suppliers, procurement of raw materials, or any matter whatsoever) shall act to waive or diminish SUPPLIER’s responsibility in this regard.

2.5. In the performance of the scope of supply, SUPPLIER shall comply with all applicable laws, directives, rules, regulation and policies of any governmental or regulatory body having jurisdiction over the scope of SUPPLY.

3. ACCEPTANCE

Within 2 (two) days of receipt of the PURCHASE ORDER issued by PURCHASER, SUPPLIER shall complete, sign and return to PURCHASER the Letter of Acceptance, attached to the PURCHASE ORDER, together with other documents therein specified.

4. EFFECTIVE DATE

The EFFECTIVE DATE of the PURCHASE ORDER DOCUMENTS is the date of this PURCHASE ORDER.

DRAFT PURCHASE ORDER_ FORMAT Rev.0 dt 24.10.2023

PO No. XXXX

Rev. 00

Date XX/XX/XXXX

Page 7 of 18

5. APPROVAL OF SUPPLIER DOCUMENTS

With reference to 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.

6. FREE ISSUED ITEM / MATERIAL [if applicable]

With reference to Clause 4 “FREE ISSUED ITEMS” of the General Terms and Conditions:

6.1. FREE ISSUED ITEM / MATERIAL shall be delivered [Terms to be specified] at [Location to be specified]

6.2. SUPPLIER shall notify PURCHASER of any shortfall, defects, damage or breakdown within 10 (ten) days

from the date of receipt of the FREE ISSUED ITEM / MATERIAL provided by PURCHASER.

7. EXPEDITING, INSPECTION AND TESTING, SHIPMENT PREPARATION, PACKING AND MARKING

7.1. With reference to Clause 41 “EXPEDITING, INSPECTION AND TESTING, SHIPMENT PREPARATION, PACKING AND MARKING” of the General Terms and Conditions and Special Terms and Conditions:

7.2. INSPECTION AND TESTING

The SUPPLY shall be subject to inspection, testing and certification by PURCHASER / COMPANY or Third-Party Inspection Agency (TPIA) appointed by the PURCHASER / COMPANY, in compliance with the PURCHASE ORDER DOCUMENTS, to ensure that the supplies are fully in conformance with all the requirements of the PURCHASE ORDER. Relevant TPI charges shall be paid by PURCHASER / COMPANY.

Inspection notification should be given 15 calendar days in advance, giving details of items to be inspected.

The Third-Party Inspection Agency shall issue duly certified Inspection Release Note (IRN) on satisfactory completion of Inspection/ Certification. Material shall not be shipped without such Inspection Release Note as well as shipping instruction by PURCHASER.

In order to carry out aforesaid Inspection, SUPPLIER shall submit Quality Control/ Assurance Manual, Inspection Test Plan and other documents for approval as detailed in the Material Requisition.

SUPPLIER shall give all necessary assistance, documents, and facilities to the PURCHASER representative, COMPANY and / or third-party inspection agency to carry out Inspection. In addition, SUPPLIER shall also give all necessary assistance to the representative from PURCHASER / COMPANY to carry out audit or quality control surveillance in accordance with COMPANY requirement (if required).

All required certification, duly verified, certified, and stamped by PURCHASER representative or by Third Party Inspection Agency, shall be provided with the delivery of material.

PURCHASER / COMPANY reserve the right to assign resident expeditors and or inspectors and or perform expediting and / or employ third party expediting agency(ies) to review / monitor / report SUPPLIER’s plans and progress at SUPPLIER’s premises. SUPPLIER shall provide access to his premises and provide documents related to procurement / manufacture or ordered items to the assigned expeditor(s). SUPPLIER shall attend meetings called for by the expeditor at SUPPLIER’s premises for the purpose of reviewing status of progress.

7.3. The documentation shall be prepared and issued in compliance with the PURCHASER TECHNICAL

DOCUMENTS.

7.4. SHIPMENT PREPARATION

SUPPLIER shall prepare the GOODS for shipment as follows:

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

a) Final Destination; b) Purchase Order No.; Item No.; c) d) Description; e) Gross Weight Kg; f) Net Weight Kg; g) Package Nos. Of; h) Dimensions cm.;

DRAFT PURCHASE ORDER_ FORMAT Rev.0 dt 24.10.2023

PO No. XXXX

Rev. 00

Date XX/XX/XXXX

Page 8 of 18

i) Package Stackable Yes No; j) Storage Recommendations (A/B/C); k) Contain Product Certificates.

7.4.2. SUPPLIER shall prepare the GOODS for shipment as per the PACKING AND MARKING PROCEDURES

and Post Order Guidelines.

7.4.3. Not later than 60 days before the DELIVERY DATE, SUPPLIER shall send four copies of final drawings

necessary for the transportation.

8. REMOTE ACCESS TECHNOLOGIES FOR EXPEDITING, INSPECTION AND TESTING ACTIVITIES

8.1. In the performance of expediting, inspection and testing activities, PURCHASER and/or AUTHORIZED INSPECTION AUTHORITY might use remote inspection technologies, including but not limited to smartphones, cameras and dedicated software applications “REMOTE ACCESS TECHNOLOGIES”).

(hereinafter

8.2. SUPPLIER shall allow PURCHASER and/or AUTHORIZED INSPECTION AUTHORITY to use REMOTE ACCESS TECHNOLOGIES in the performance of expediting, inspection and testing activities in accordance with the PURCHASE ORDER DOCUMENTS.

8.3. SUPPLIER shall guarantee, at no additional costs to PURCHASER, the availability of the needed devices (e.g. smartphones, cameras, etc.) and of data connection to allow the performance of expediting, inspection and testing activities through the use of REMOTE ACCESS TECHNOLOGIES, including inside the workshops of SUPPLIER and of SUPPLIER’s sub-suppliers and/or sub-contractors.

8.4. SUPPLIER shall allow the collection, through the use of REMOTE ACCESS TECHNOLOGIES, of pictures and/or videos relevant to the expediting, inspection and testing activities. Such collected information will be managed in accordance with the applicable laws and utilized exclusively in relation to the performance of the SUPPLY.

8.5. SUPPLIER shall follow the instruction for the reservation of space for QR code on cover page of each document / drawing. This is required for instantly identify the status (latest revision or superseded) of documents & drawings, Project number, Document identification number, Document title, Document revision etc. QR code will be stamped automatically by the PURCHASER’s document system.

9. CERTIFICATES AND SHIPPING DOSSIER

9.1. The GOODS shall be certified in accordance with the PURCHASE ORDER DOCUMENTS. It is agreed that

if the GOODS shall not comply with the above certificates the GOODS shall be rejected.

9.2. SUPPLIER shall prepare the MANUFACTURER DATA RECORD (MDR) as per QC REQUIREMENTS FOR VENDORS SUPPLIER and compile a SHIPPING DOSSIER to accompany each separate equipment unit and material in accordance with the PURCHASE ORDER DOCUMENTS.

9.3. SUPPLIER shall ship along with the goods:

• • •

(3) sets of Certificates (3) copies of MANUFACTURER DATA RECORD (3) copies of SHIPPING DOSSIER

One soft copy (PDF files) of the above-mentioned document shall be sent also by e-mail to the PURCHASER’s Project Inspection Coordinator.

9.4. 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 case the GOODS are subject to the above regulation, as soon as possible, at least one-hundred-and-twenty (120 ) days before the GOODS delivery date, the SUPPLIER shall submit to the PURCHASER a “Dual Use declaration” (reference: Post Order Guidelines - Annex 3) 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 draft will be submitted by PURCHASER to COMPANY for approval. PURCHASER will provide to SUPPLIER the original document received from COMPANY to allow the exportation activities.

DRAFT PURCHASE ORDER_ FORMAT Rev.0 dt 24.10.2023

PO No. XXXX

Rev. 00

Date XX/XX/XXXX

Page 9 of 18

9.5. SUPPLY CHAIN – CONFLICT MINERALS

As part of PURCHASER commitment to corporate responsibility and respecting human rights in its business, PURCHASER is committed to seek to use tantalum, tin, tungsten and gold in the performance of the SUPPLY that do not directly or indirectly finance, or benefit armed groups.

Therefore, SUPPLIER shall adopt policies and establish systems to procure tantalum, tin, tungsten and gold from sources that have been verified as “conflict free” and provide supporting data on their supply chains to PURCHASER when requested.

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

10. SPARE PARTS AND SPECIAL TOOLS (if applicable)

10.1. GENERAL

With reference to Clause 5 “SPARE PARTS” of the General Terms and Conditions, the SUPPLIER shall deliver the SPARE PARTS and SPECIAL TOOLS (if any) in accordance with the requirements set forth in the PURCHASE ORDER DOCUMENTS.

The SPARE PARTS and SPECIAL TOOLS set forth in the attachments to the PURCHASE ORDER are the recommended minimum spare parts and special tools required to be delivered by the SUPPLIER. Any item not included in the mentioned attachments but required for the site activities are deemed to be included into TOTAL PURCHASE ORDER AMOUNT and it will be the SUPPLIER’s contractual obligation to deliver such spare parts and special tools to site in the shortest possible duration in order to avoid any delay in the site activity.

All Spare parts and special tools shall be packed separately from the main equipment and shall be properly described and identified as mentioned in the GUIDELINES FOR VENDOR FOR SPARE PARTS AND SPECIAL TOOLS and PACKING AND MARKING PROCEDURE.

The SUPPLIER shall guarantee in writing that manufacturing and supply of spare parts will continue within the next ten (10) years from the DELIVERY DATE and period up to which spares supply support could be given for the GOODS supplied. In case of cessation of production of equipment/spares (planned or otherwise), SUPPLIER shall notify to PURCHASER and the CLIENT not later than one (1) year prior to unavailability of spare parts. If any parts become obsolete, SUPPLIER shall guarantee equivalent and suitable parts consistent with the original equipment purchased.

10.2. SCOPE

10.2.1. COMMISSIONING SPARES

With reference to clause 5 SPARE PARTS of the General Terms and Conditions attached to this PURCHASE ORDER, the commissioning spare parts, and special tools are included in the scope of SUPPLY.

Commissioning Spare Parts, and special tools as well as the cost of packing and delivery thereof are included in the TOTAL PURCHASE ORDER AMOUNT.

10.2.2.

INSURANCE SPARES (if Applicable)

With reference to clause 5 SPARE PARTS of the General Terms and Conditions attached to this PURCHASE ORDER, the insurance Spare Parts are included in the scope of SUPPLY.

Insurance Spare Parts as well as the cost of packing and delivery thereof are included in the TOTAL PURCHASE ORDER AMOUNT.

10.2.3. TWO-YEARS OPERATING SPARE PARTS

The Two-Years Operating Spare Parts recommended list by SUPPLIER as per Attachments 17 to the PURCHASE ORDER are included in the PURCHASE ORDER as OPTION.

SUPPLIER shall compile G-SPIR as per Art. 10.3 of the PURCHASE ORDER and submit quotation for two-years operating spares valid for one (1) year form the date of submittal. VENDORS shall also provide an escalation formula for a period of five (5) years beyond the initial validity period of one (1) year.

Prices indicated in the quotation shall also be valid in case of partial supply.

COMPANY reserves the right to exercise the option of ordering the Initial Two Years Operating Spare Parts directly from the SUPPLIER or the PURCHASER. In this case a separate PURCHASE ORDER should be placed.

DRAFT PURCHASE ORDER_ FORMAT Rev.0 dt 24.10.2023

PO No. XXXX

Rev. 00

Date XX/XX/XXXX

Page 10 of 18

All Terms and Conditions of this PURCHASE ORDER shall remain valid and in full force, unless specifically modified, for the dedicated TWO YEARS OPERATING SPARE PARTS PURCHASE ORDER, applicable even if the SUPPLY is handled/managed by a Third Party (different or dedicate spare parts SUPPLIER office).

Initial Two Years Operating Spare Parts cost as well as the cost of delivery and packing thereof is excluded from the TOTAL PURCHASE ORDER AMOUNT.

The SUPPLIER shall ensure that all applicable sub-suppliers agree to supply the Initial Two Years Operating Spare Parts at the prices shown in ATTACHMENT Nº 17.

11. DELIVERY

11.1. The Delivery Term shall be [Incoterm, Country] or nearest port from SUPPLIER manufacturing location all

in accordance with Incoterms (latest edition), as desired by the PURCHASER.

11.2. All items are destined to HAIL & GHASHA DEVELOPMENT PROJECT PACKAGE 1 OFFSHORE

FACILITIES in ABU DHABI, UNITED ARAB EMIRATES.

11.3. SUPPLIER agrees and contracts that all materials shall be delivered as per the DELIVERY DATE set out in

the out in the attached SUPPLIER production schedule and as per the following delivery lots:

Items

DELIVERY DATE

Price Basis, Incoterms - 2010

Lot

1

2

…

11.4. PURCHASER reserve the right to provide item production priority during the PURCHASE ORDER execution.

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

DOCUMENTS.

11.6. Material Test Certificates and all other documents as specified/referred in this document shall be submitted

with the delivery of the material.

11.7. Length Tolerance: […].

11.8. The material covered under the scope of supply shall be packed separately for each destination. Shipping documents (Inspection Release Note, Packing List, Shipping Invoice, Certificate of origin etc.) shall be made separately for each destination.

12. LIQUIDATED DAMAGES

12.1. With reference to Clause 9 “LIQUIDATED DAMAGES” of the General Terms and Conditions, SUPPLIER

shall be liable of the following:

a) Liquidated Damages, payable to PURCHASER in case the delivery of the SUPPLIER DOCUMENTS is delayed beyond the term stated in Art. 5 above, are equal to ONE PERCENT (1%) of the TOTAL PURCHASE ORDER AMOUNT for each full week by which delivery of the SUPPLIER DOCUMENTS is delayed, per document, and up to maximum of 5% of the TOTAL PURCHASE ORDER AMOUNT.

This is applicable only for the following Key Documents: List to be agreed.

b) Liquidated Damages, payable to PURCHASER in case the delivery of the GOODS is delayed beyond the DELIVERY DATE, shall be equal to ONE PERCENT (1%) of the TOTAL PURCHASE ORDER AMOUNT for each full week by which delivery of the GOODS is delayed.

c) The liquidated damages shall in no case exceed TEN PERCENT (10%) of the TOTAL PURCHASE

ORDER AMOUNT.

DRAFT PURCHASE ORDER_ FORMAT Rev.0 dt 24.10.2023

PO No. XXXX

Rev. 00

Date XX/XX/XXXX

Page 11 of 18

12.2. Any instruction by PURCHASER for the re-prioritization of the delivery of items or lots under the SUPPLY

shall not affect the final delivery date.

13. WARRANTIES

With reference to Clause 11.2 “WARRANTIES” of the Special Terms and Conditions of Purchase, the Warranty Period shall be twelve months (12) months from the date of Provisional Acceptance Certificate (PAC) or forty- eight (48) months from the date the last delivery date, whichever occurs earlier.

Any work re-performed, replaced, remedied or rectified hereunder shall itself be guaranteed by SUPPLIER for a single period of twelve (12) months from the date of such reperformed, replaced, remedied or rectified work by SUPPLIER, but without prejudice to the provisions of Article.11.8 in respect of any extended guarantee. However, except for items 11.8 (a) and (b) of the STC, the total cumulative guarantee period shall not exceed a period of thirty-six (36) months from the effective date of PROVISIONAL ACCEPTANCE.

14. TAXES, DUTIES AND FEES

With reference to Clause 13 “TAXES, DUTIED AND FEES” of the General Terms and Conditions, the TOTAL PURCHASE ORDER AMOUNT shall be inclusive of all taxes, fees, levies, imposts, duties, charges and the like (with all direct and indirect expenses to discharge same and any and all penalties and fines pertaining to any of the above) for which it is liable with no exception whatsoever except VAT or any similar indirect tax that, where applicable, which shall be indicated separately on the invoice.

15. PRICING

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

15.2. All prices shall be fixed and firm neither subject to escalation nor to adjustment due to currency fluctuation or

any other variation, whatsoever.

15.3. The unit price in accordance with the Price List will remain valid during the execution of the PURCHASE

ORDER.

15.4. All prices are inclusive of any fees and/or charges for local agent(s), representative(s) and/or Sponsors in

United Arab Emirates.

15.5. SUPPLIER agrees to indemnify PURCHASER against any claim by SUPPLIER’s Agent and/or Sponsors in

United Arab Emirates.

15.6. SUPPLIERS shall provide Non-Objection Letter from the SUPPLIER’s Local Agent in UAE.

15.7. For technical assistance services, the price(s) set out in the Clause 22 “TECHNICAL ASSISTANCE

SERVICES” here below shall apply.

16. INVOICING

16.1. With reference to Clause 14 “INVOICING AND PAYMENT” of the General Terms and Conditions, the

SUPPLY shall be invoiced as follows:

a) Upon the fulfillment 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.

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 completion of the SUPPLY and 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.

DRAFT PURCHASE ORDER_ FORMAT Rev.0 dt 24.10.2023

PO No. XXXX

Rev. 00

Date XX/XX/XXXX

Page 12 of 18

e) With reference to Clause 14 “INVOICING AND PAYMENT” of the General Terms and Conditions, the

SUPPLY shall be invoiced as follows:

100% of the Total value of the Purchase Order shall be made through direct Bank Transfer as per the following milestones:

For Bulk Material orders

90% (Ninety Percent) of the value of the purchase order shall be paid within 60 days on completion of the below mentioned activities and submission of the documents as indicated below against this milestone:

Submission of Correct Commercial Invoice

• Receipt of Unconditional PURCHASER ORDER acceptance.
• Receipt of Performance Bank Guarantee for 10% of the total PURCHASE ORDER value, valid up to

the expiry of the Warranty Period, as per the condition stipulated in article 18.

• Delivery of SUPPLY as per PO terms and availability of all original shipping documentation with

PURCHASER;

10% (Ten Percent) of the value of the purchase order shall be paid within 60 days on completion of the below mentioned activities and submission of the documents as indicated below against this milestone:

Submission of correct Commercial Invoice Approval of final documentation / Manufacturing Record Book (MRB) as specified in the purchase order Signed PO close out report

For Main / Packaged Equipment orders

10% (Ten Percent) of the value of the purchase order shall be paid within 60 days on completion of the below mentioned activities and submission of the documents as indicated below against this milestone:

Submission of Correct Commercial Invoice

• Receipt of Unconditional PURCHASER ORDER acceptance.
• Receipt of Performance Bank Guarantee for 10% of the total PURCHASE ORDER value, valid up to

the expiry of the Warranty Period, as per the condition stipulated in article 18.

• Receipt of Advance Bank Guarantee for equivalent value valid up to PO delivery + 3 months, as per

the condition stipulated in article 18. Approval of main drawings / documents in at least Code-2 (approved with comments) [list to be agreed]

20% (Twenty Percent) of the value of the purchase order shall be paid within 60 days on completion of the below mentioned activities and submission of the documents as indicated below against this milestone:

Submission of Correct Commercial Invoice

• Receipt of Advance Bank Guarantee for equivalent value valid up to PO delivery + 3 months, as per

the condition stipulated in article 18.

• Receipt of sub-orders for main raw material (list to be agreed) at SUPPLIER workshop. [list to be

agreed] Submission of the Inspection Report issued by the nominated personnel of PURCHASER or its nominated Third-Party Inspection Agency to the effect that the materials indicated above are received, inspected, and found acceptable at the respective Fabrication shop for the purpose of this milestone activity. Submission of the relevant Material Test Certificates for the above materials.

60% (Sixty Percent) of the value of the purchase order shall be paid within 60 days on completion of the below mentioned activities and submission of the documents as indicated below against this milestone:

Submission of Correct Commercial Invoice

• Receipt of Certificate of Origin
• Receipt of Packing List

DRAFT PURCHASE ORDER_ FORMAT Rev.0 dt 24.10.2023

PO No. XXXX

Rev. 00

Date XX/XX/XXXX

Page 13 of 18

Submission of Inspection Release Note (IRN) issued by the PURCHASER representative / COMPANY Third Party Authority (TPA)

• Delivery of SUPPLY as per PO terms and availability of all original shipping documentation with

PURCHASER.

• Copy of Bill of Lading [in case of FOB Incoterm]

10% (Ten Percent) of the value of the purchase order shall be paid within 60 days on completion of the below mentioned activities and submission of the documents as indicated below against this milestone:

Submission of correct Commercial Invoice Approval of final documentation / Manufacturing Record Book (MRB) as specified in the purchase order Signed PO close out report

Remarks:

• SUPPLIER to note that the payment against each milestone shall be made in the order as stipulated above and will be considered valid only upon the activity(ies) pertaining to the previous milestone are duly completed, expect for pro-rata payment milestones.

•

For any payment to be made prior to materials delivery, irrespective of the PURCHASE ORDER value or supplied materials, a receipt of Advance Bank Guarantee for an equivalent value is mandatory requirement.

17. PAYMENT

17.1. Invoice Payment: All payments to SUPPLIER for the SUPPLY shall be made by bank transfer within Sixty (60) days, as stipulated above, from receipt of correctly prepared and adequately supported invoice(s).

17.2. 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.

17.3. 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.

17.4. Currency: SUPPLIER’s invoices shall be issued and paid in the currency as stipulated in this PURCHASE

ORDER.

17.5. Retention Money [Not Applicable]

17.6. All payments, except the advance payment, made to SUPPLIER in accordance with the PURCHASE ORDER

DOCUMENTS shall be subject to retention of an amount equal to XX% of each invoice.

18. BANK GUARANTEES

18.1. With reference to Clause 15 “PARENT COMPANY GUARANTEE AND BANK GUARANTEES” of the General

Terms and Conditions, SUPPLIER shall provide the following guarantees:

18.2. 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.

The Performance Bond shall be issued directly by an International First-Class Bank with an “affiliate” located at UAE. Such Bank’s name is subject to PURCHASER’s prior approval.

SUPPLIER shall provide PURCHASER with the Performance Bond within 14 (fourteen) days from the EFFECTIVE DATE and it shall be valid up to the expiry of the Warranty Period.

DRAFT PURCHASE ORDER_ FORMAT Rev.0 dt 24.10.2023

PO No. XXXX

Rev. 00

Date XX/XX/XXXX

Page 14 of 18

18.3. Advance Payment Bond / Advance Bank Guarantee

Advance Bank Guarantee for the value as stipulated in above Payment Terms shall be issued as per the Advance Payment Bond Form hereto attached.

The Advance Payment Bond shall be issued directly by an International First-Class with an “affiliate” located at UAE. Such Bank’s name is subject to PURCHASER’s prior approval.

SUPPLIER shall provide PURCHASER with the Advance Payment Bond within 14 (fourteen) days from the EFFECTIVE DATE and it shall be valid up to PO Delivery + 3 months.

18.4. In the event of delay in delivery, the Performance Bank Guarantees shall be amended to meet the above

validity requirement.

18.5. In the event of increase in the PO Value, due to any additional item / quantity, Performance Bond amount

shall be amended to meet the required % of the latest PO Value as set above.

18.6. Should SUPPLIER fail to submit the required Performance Bond, PURCHASER has the right to deduct the corresponding amount from the SUPPLIER invoice(s). This shall also be valid in case an increase to an existing Performance Bond is required.

19. LIMITATION OF LIABILITY

With reference to Clause 22 “LIMITATION OF LIABILITY” 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% of the TOTAL PURCHASE ORDER AMOUNT.

20. INSURANCE REQUIREMENTS

SUPPLIER shall obtain and maintain throughout the duration of the PURCHASE ORDER the insurance coverage as provided in Clause 23 “INSURANCE REQUIREMENTS” of the Special Terms and Conditions, with the following limits:

20.1. In the event any SUPPLIER PERSONNEL are performing SUPPLY in the UAE, without limitation to its obligations and responsibilities, the SUPPLIER shall obtain and maintain Workmen’s Compensation Insurance (Employer’s Liability) with a limit of liability of not less than USD 1,000,000 per occurrence.

20.2. In the event any SUPPLIER PERSONNEL are performing SUPPLY outside the UAE, without limitation to its obligations and responsibilities, the SUPPLIER shall obtain and maintain Workmen’s Compensation Insurance (Employer’s Liability) or insurance coverage of a comparable nature in accordance with the APPLICABLE LAW and/or the contracts of employment of the SUPPLIER PERSONNEL.

20.3. In the event the SUPPLIER uses motor vehicles in the performance of the SUPPLY in the UAE, the SUPPLIER shall obtain and maintain Motor Vehicle Third Party and Passenger Liability Insurance which shall be:

a) as per the APPLICABLE LAWS of the UAE for death or injury to any THIRD PARTY; & b)

for damage to property of a THIRD PARTY with a limit of not less than USD 1,000,000 per occurrence.

20.4. Without limitation to its obligations and responsibilities, the SUPPLIER shall obtain and maintain All Risk

Insurance on SUPPLIER’s equipment covering the full value thereof.

20.5. The SUPPLIER shall obtain and maintain:

a) Third Party Liability Insurance with a limit of not less than USD 10,000,000 per occurrence; and b) Pollution Liability Insurance to cover the risk arising from the performance of SUPPLY and any pollution emanating/originating from the SUPPLIER’s equipment with a limit of not less than USD 10,000,000 per occurrence.

20.6. The SUPPLIER’s responsibility is to ensure that his insurance policy covers the value of the materials in his custody before handing them over to the PURCHASER. The same applies to the materials while they are in storage.

21. MANUFACTURING WORKSHOP LOCATION

SUPPLIER confirms that the manufacturing workshop is located in [vendor manufacture country] at the following address [vendor address].

DRAFT PURCHASE ORDER_ FORMAT Rev.0 dt 24.10.2023

PO No. XXXX

Rev. 00

Date XX/XX/XXXX

Page 15 of 18

Compliance to source from approved sub-suppliers for bough-out items:

•

•

It is SUPPLIER’s responsibility to ensure that all bought-out items, raw materials and standard parts required for the execution of this PURCHASE ORDER, are only from COMPANY’s approved vendor list (name and location) without any deviation.

If any critical item is not listed in COMPANY approved vendor list and if the same is identified by PURCHASER, then sourcing for such item is subject to prior approval of PURCHASER / COMPANY. Such approval will not be withheld unreasonably. However, PURCHASER / COMPANY reserves the right to reject such source if the same is not found qualified as per the established vendor evaluation and rating method applicable for PURCHASER / COMPANY.

• SUPPLIER shall provide complete details of their Sub-Suppliers / Sub-Contractors and are subject to

PURCHASER’s acceptance.

22. TECHNICAL ASSISTANCE SERVICES

With reference to the Clause 42 “TECHNICAL ASSISTANCE SERVICES” of the General Terms and Conditions, all technical assistance services rendered by SUPPLIER’s personnel shall be performed and remunerated as follows:

……………………………………………

[indicate the beginning and end of the service, price(s), acceptance of the service criteria]

23. PACKING & MARKING INSTRUCTIONS

The material shall be properly protected and packed with required packing material for seaworthy conditions as per “Shipping Instruction” (enclosed with this PO) / Industry Practice and marked thus:

NPCC – SAIPEM JOINT VENTURE

SUBSEA SCOPE

Abu Dhabi, UAE.

Purchase Order No: XXXX

24. CONSIGNEE

All documents must show the name of the consignee as:

National Petroleum Construction Company

P.O. BOX 2058, Abu Dhabi, UAE.

Purchase Order No: XXXX

25. INSURANCE

Transit Insurance coverage of material from delivery point onwards shall be covered by COMPANY appointed Insurance Company.

Details of the Insurance Company & Policy Number shall be advised later.

26. REPRESENTATIVES

a) 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.

b) All communications given by PURCHASER’s Representative to SUPPLIER in accordance with the

PURCHASE ORDER DOCUMENTS shall be binding upon PURCHASER.

c) Prior to the commencement of the SUPPLY and in no case later than 2 (two) 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

DRAFT PURCHASE ORDER_ FORMAT Rev.0 dt 24.10.2023

PO No. XXXX

Rev. 00

Date XX/XX/XXXX

Page 16 of 18

all matters related to the performance of the PURCHASE ORDER DOCUMENTS.

d) All communications given to SUPPLIER’s Representative by PURCHASER in accordance with the

PURCHASE ORDER DOCUMENTS shall be binding upon SUPPLIER.

27. CORRESPONDENCE - NOTICES - LANGUAGE

27.1. 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;

Company Name

Purchase Order No.

Date:

Supplier:

Code:

Name:

b. FINAL DESTINATION; and

c. name of the PROJECT, where applicable.

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

PURCHASER:

1. Commercial:

Buyer Name Title Email

Copy to: Aravind Babuharisankar SUBSEA Dy. Procurement Manager aravind.babuharisankar@saipem.com

Ramakrishnan Kathiresan SUBSEA Procurement Manager ramakrishnan.kathiresan@npcc-saipem.com

Rami Abdulwahed Sr Procurement Manager (SUBSEA & ISLAND) rami.abdulwahed@npcc-saipem.com

2. Expediting:

Siraj Miyagamwala SUBSEA Project Expediting Lead siraj.miyagamwala@npcc-saipem.com

Copy to:

Claudio De Angelis SUBSEA Material Manager Claudio.DeAngelis@saipem.com

Aravind Babuharisankar SUBSEA Dy. Procurement Manager Aravind.Babuharisankar@saipem.com

Ramakrishnan Kathiresan SUBSEA Procurement Manager ramakrishnan.kathiresan@npcc-saipem.com

DRAFT PURCHASE ORDER_ FORMAT Rev.0 dt 24.10.2023

PO No. XXXX

Rev. 00

Date XX/XX/XXXX

Page 17 of 18

Inspection:

[Name title]

Title

Email

Copy to:

[Name title] Title Email

4. Logistic:

Arleen Tugade Francisco Shipping & Custom Manager arleen.francisco@npcc-saipem.com

Copy to: Siraj Miyagamwala SUBSEA Project Expediting Lead siraj.miyagamwala@npcc-saipem.com

5. Technical Team:

[Name title] Title Email

Copy to: Siraj Miyagamwala SUBSEA Project Expediting Lead siraj.miyagamwala@npcc-saipem.com

Giuseppe Cornelli SUBSEA Sr Project Manager Giuseppe.Cornelli@saipem.com

Samer Salame SUBSEA Project Director samer.salame@nmdc-group.com

6. Document Controller

Hail&Ghasha-DCC-VENDOR@saipem.com

Copy to: Siraj Miyagamwala SUBSEA Project Expediting Lead siraj.miyagamwala@npcc-saipem.com

SUPPLIER:

XXX

DRAFT PURCHASE ORDER_ FORMAT Rev.0 dt 24.10.2023

PO No. XXXX

Rev. 00

Date XX/XX/XXXX

Page 18 of 18

27.3. 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.

27.4. 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.

27.5. The English language shall be used by the PARTIES in all correspondence and documents prepared or

exchanged hereunder or related hereto.

28. SPECIAL CONDITIONS

28.1. SUPPLIER acknowledges that coronavirus COVID-19 pandemic is a known and/or foreseeable event, as well as the respective current and future measures attempting to limit/control the spread resulting thereof and the related direct and indirect effects. Therefore, SUPPLIER agrees that such events shall not be considered as Force Majeure pursuant to and for the purposes of Clause 17 “FORCE MAJEURE” of the GENERAL TERMS AND CONDITIONS for PURCHASE ORDER DOCUMENTS and/or in any case as events which can legitimate SUPPLIER’s delay or non-performance or SUPPLIER’s request for additional costs.

SUPPLIER declares that it has taken into account coronavirus COVID-19 pandemic and the risk of the adoption of new measures attempting to limit/control the spread resulting thereof, before entering into the PURCHASE ORDER DOCUMENTS and represents that it can manage any further implications of coronavirus COVID-19 pandemic, without seeking any modification to the PURCHASE ORDER DOCUMENTS.

The PARTIES acknowledge that the PURCHASE ORDER DOCUMENTS have been mutually agreed in all their aspects also in order to consider and regulate any constraints that may directly or indirectly arise due to the events described hereabove.

---

Project: Q-32855 - Saipem Hail & Ghasha Folder: ITB Attachments