Delivery Terms and POINT OF DELIVERY of the SUPPLY:		Messers: [VENDOR’s name, address and SAP Code] (“herein after indicated as “VENDOR”)
[…] Incoterms 2020 edition
Payment Terms:
SEE PURCHASE ORDER TEXT
Buyer: […]			Ph. […]	e-mail: […]
PROJECT PROCUREMENT MANAGER OR PROJECT PROCUREMENT COORDINATOR: Salvatore Famiglietti			Ph. […]	e-mail: […]
Specialist: […]			Ph. […]	e-mail: […]
INSPECTION COORDINATOR: […]			Ph. […]	e-mail: […]
PROJECT SHIPPING COORDINATOR: […]			Ph. […]	e-mail: […]
Dear Sirs, we are pleased to hereby award you the CONTRACT for the SUPPLY described hereinbelow: SUPPLY description: (to be completed with the description of the MR) CUSTOMS CODE of the SUPPLY: (to be completed on a case-by-case basis)

POS.	DESCRIPTION	M.U.	Q.TY	CUR	UNIT PRICE	TOTAL PRICE	DELIVERY DATE

1 TCM ID code NO 1 … … … …

TAG Number or Commodity Code

Item Long Description

Buyer remarks (if any)

2 NO 1 … … … …

TOTAL AMOUNT …

(PURCHASE ORDER PRICE)

The above mentioned PURCHASE ORDER PRICE includes, without limitations, a value equivalent to the […]% corresponding to the economic value of the KEY PROJECT DOCUMENTATION as listed in the MATERIAL REQUISITION/SUPPLY SPECIFICATION.

A) SCOPE OF SUPPLY

The scope of SUPPLY shall be in full accordance with the BUYER’s MATERIAL REQUISITION nr. (4439-MR-[…] rev. […] ) and its attachments, signed by VENDOR on [date], and in accordance with CONTRACT DOCUMENTS to be intended as an integral part of this PURCHASE ORDER.

Any services and/or activities (i.e.: site supervision, assembling, test, expediting, training, Spare Parts, etc) mentioned in this PURCHASE ORDER are considered as an integral, ancillary part of the SUPPLY, being such services and/or activities essential and strictly functional for the performance and compliance of the GOODS.

A1) GOODS ORIGINATING IN OR EXPORTED FROM RUSSIAN FEDERATION OR OTHER SANCTIONED COUNTRIES

The VENDOR represents and warrants that the SUPPLY does not include:

1. iron and steel products listed in Annex XVII and products listed in Annex XXI of Regulation (EU) 833/2014, as lately amended, originating in or exported from Russia;

2. iron and steel products listed in Annex XVII of Regulation (EU) 833/2014, as lately amended, processed in a third country incorporating iron and steel products originating in Russia as listed in Annex XVII of Regulation (EU) 833/2014, as lately amended;

3. products originating in or exported from Belarus, importation of which into the European Union, purchase and/or transport is prohibited under Regulation (EU) 765/2006, as lately amended;

4. products originating in or exported from Iran, Cuba, North Korea, Syria and the Ukrainian occupied territories of Crimea and Sebastopol, Donetsk, Lugansk, Kherson and Zaporizhzhia (as such list of occupied territories may vary from time to time).

VENDOR undertakes to indemnify and keep the BUYER harmless in respect of any damage or loss incurred by the BUYER should the above declaration be found wholly or partially untrue, uncomplete or incorrect.

Furthermore, in respect to iron and steel products listed in Annex XVII of Regulation (EU) 833/2014, as lately amended, in case the BUYER is requested by any competent authority, VENDOR undertakes to submit to BUYER, promptly on BUYER’s request, documental evidence satisfactory to the competent authority of the truthfulness of the above declaration.

VENDOR’s failure to submit the abovementioned evidence promptly on BUYER’s request will constitute a material breach of the CONTRACT, entitling the BUYER to all remedies provided under the CONTRACT for VENDOR’s default; VENDOR undertakes to indemnify and keep harmless the BUYER in respect to all damages and losses deriving therefrom.

B) TERMS OF SUPPLY

VENDOR’s SUPPLY shall be fully in compliance with this PURCHASE ORDER and relevant Enclosures as listed in the Article Q “ENCLOSURES” here below that shall be considered as an integral part of this CONTRACT.

The order of priority among the CONTRACT DOCUMENTS shall be regulated according to the GPC - GENERAL PURCHASE CONDITIONS.

C) PRICE ESCALATION

All prices listed and/or referred to in the CONTRACT DOCUMENTS (including prices referred on Art. M6 – “CHANGES”), shall be intended as lump sum fixed and not subject to any escalation, for the whole duration of the CONTRACT, up to the expiry date of VENDOR’s Warranty obligations, as provided for in the “SPC - SPECIAL PURCHASE CONDITIONS”.

D) SPARE PARTS

D.1) COMMISSIONING AND START-UP SPARE PARTS

Set of these spare parts as per Annex 4 is included in VENDOR’s scope of SUPPLY and in the above-mentioned PURCHASE ORDER PRICE.

D.2) CAPITAL SPARE PARTS

Set of these spare parts as per MR / Annex 5 is included in VENDOR’s scope of SUPPLY.

The relevant price is mentioned above (pos. […]).

D.3) TWO-YEAR OPERATION SPARE PARTS

Spare parts as per Annex 6 are optioned as per following Art. M.3

E) PACKING

Seaworthy packing of GOODS shall be in accordance with BUYER’s requirements defined in SPC (and relevant agreed deviations, if any)

The packing is included in VENDOR’s scope of SUPPLY and the relevant price has to be considered included in the PURCHASE ORDER PRICE.

Therefore, any damage due to incorrect or not suitable packing will be considered VENDOR’s responsibility.

F) INVOICING TERMS AND CONDITIONS

VENDOR shall issue invoices to BUYER, pursuant to Art. I “INVOICING PROCEDURE” below, according to the invoicing milestones listed here below and provided that all relevant conditions set forth in the CONTRACT DOCUMENTS are satisfied:

F.1) ADVANCE PAYMENT - INVOICING

[buyer to complete case by case] % of the PURCHASE ORDER PRICE upon submission to BUYER of:

• ACCEPTANCE LETTER, duly signed by VENDOR, without exceptions or deviations to terms and conditions previously agreed;

• ADVANCE PAYMENT BOND, for an amount corresponding to the relevant invoice, issued according to Art. 9 – PAYMENTS BONDS of the GPC – GENERAL PURCHASE CONDITIONS, the relevant template agreed and enclosed as per Annex 1 and expiring six months after the latest DELIVERY DATE. In any case, the ADVANCE PAYMENT BOND shall not be discharged until VENDOR has submitted to BUYER a WARRANTY BOND according to Art. 9.4 of the GPC – GENERAL PURCHASE CONDITIONS. The ADVANCE PAYMENT BOND can be submitted to BUYER after submission of the relevant invoice, provided that it is submitted at least 30 days in advance in respect to the relevant payment date, calculated according to article G) here below.

• PERFORMANCE BOND, for an amount corresponding to 10% (ten percent) of the PURCHASE ORDER PRICE, issued according to Article 9 – PAYMENTS BONDS of the GPC – GENERAL PURCHASE CONDITIONS, in compliance with the relevant agreed template enclosed as Annex 2, and expiring six months after the latest DELIVERY DATE. In any case, the PERFORMANCE BOND shall not be discharged until VENDOR has submitted to BUYER a WARRANTY BOND according to Art. 9.4 of the GPC – GENERAL PURCHASE CONDITIONS. The PERFORMANCE BOND can be submitted to BUYER after submission of the relevant invoice, provided that it is submitted at least 30 days in advance in respect to the relevant payment date, calculated according to article G) here below.

F.2) KEY PROJECTS DOCUMENTATION - INVOICING

[buyer to complete case by case] % of the PURCHASE ORDER PRICE upon VENDOR’s submission to BUYER of the KEY PROJECT DOCUMENTATION (excluding solely the FINAL DOCUMENTATION), as listed below and a part of the article K) - “KEY PROJECT DOCUMENTATION (DOCUMENTS) SUBJECT TO DELAY LIQUIDATED DAMAGES” of this PURCHASE ORDER, and upon submission to BUYER of the following documentation:

• ADVANCE PAYMENT BOND, for an amount corresponding to the relevant invoice, issued according to Art. 9 – PAYMENTS BONDS of the GPC – GENERAL PURCHASE CONDITIONS, the relevant template agreed and enclosed as per Annex 1 and expiring six months after the latest DELIVERY DATE. In any case, the ADVANCE PAYMENT BOND shall not be discharged until VENDOR has submitted to BUYER a WARRANTY BOND according to Art. 9.4 of the GPC – GENERAL PURCHASE CONDITIONS. The ADVANCE PAYMENT BOND can be submitted to BUYER after submission of the relevant invoice, provided that it is submitted at least 30 days in advance in respect to the relevant payment date, calculated according to article G) here below.

• Certification (by means of approved PMC - Progress Milestone Certificate) stating due receipt by BUYER of KEY PROJECT DOCUMENTATION in accordance with positions […] listed in the below Art. K) - “KEY PROJECT DOCUMENTATION (DOCUMENTS) SUBJECT TO DELAY LIQUIDATED DAMAGES”, to be submitted by VENDOR within […] weeks after PURCHASE ORDER ISSUE DATE, as defined in Supply Specification (doc. nr. […]).

For Certification of present milestone, the PMC shall be accompanied of the following documents:

• KEY PROJECT DOCUMENTATION (first page only) signed by VENDOR;

• Evidence of submission of such documentation to BUYER (first issue not rejected) through BUYER’s system for Vendor Documentation Management.

It is understood that, for invoicing purpose only, if VENDOR receives no comment from BUYER’s technical dept. within 21 (twenty-one) days after the date of submission of the above documents, such documents can be considered invoiceable to BUYER.

F.3) SUBMISSION OF UNPRICED COPIES OF MAJOR SUBORDERS - INVOICING

[buyer to complete case by case] % of the PURCHASE ORDER PRICE upon submission to BUYER of unpriced copies of VENDOR’s”MAIN SUBORDERS” (buyer to incorporate the detailed list of the main suborders) and upon submission to BUYER of the following documentation:

• ADVANCE PAYMENT BOND, for an amount corresponding to the relevant invoice, issued according to Art. 9 – PAYMENTS BONDS of the GPC – GENERAL PURCHASE CONDITIONS, the relevant template agreed and enclosed as per Annex 1 and expiring six months after the latest DELIVERY DATE. In any case, the Advance Payment Bond shall not be discharged until VENDOR has submitted to BUYER a WARRANTY BOND according to Art. 9.4 of the GPC – GENERAL PURCHASE CONDITIONS. The ADVANCE PAYMENT BOND can be submitted to BUYER after submission of the relevant invoice, provided that it is submitted at least 30 days in advance in respect to the relevant payment date, calculated according to article G) here below.

• Certification (by means of approved PMC - Progress Milestone Certificate) stating the fulfillment of the conditions as defined in the present Article.

The PMC shall be accompanied of the following documents:

• Unpriced copy, and related letter of acceptance, of the above defined MAIN SUB-ORDERS.

F.4) ARRIVAL OF MAIN MATERIALS AT VENDOR’S WORKSHOP - INVOICING

[buyer to complete case by case ] % of the PURCHASE ORDER PRICE upon arrival of the “MAIN MATERIALS” (buyer to incorporate detailed list of the main materials) at VENDOR’s workshop and upon submission to BUYER of the following documentation:

• ADVANCE PAYMENT BOND for an amount corresponding to the relevant invoice, issued according to Art. 9 – PAYMENTS BONDS of the GPC – GENERAL PURCHASE CONDITIONS, the relevant template agreed and enclosed as per Annex 1 and expiring six months after the latest DELIVERY DATE. In any case, the ADVANCE PAYMENT BOND shall not be discharged until VENDOR has submitted to BUYER a WARRANTY BOND according to Art. 9.4 of the GPC – GENERAL PURCHASE CONDITIONS. The ADVANCE PAYMENT BOND can be submitted to BUYER after submission of the relevant invoice, provided that it is submitted at least 30 days in advance in respect to the relevant payment date, calculated according to article G) here below.

• Certification (by means of approved PMC - Progress Milestone Certificate) stating the fulfillment of the conditions as defined in the present Article.

The PMC shall be accompanied of the following documents:

• Certification by VENDOR representative of the arrival of the MAIN MATERIALS at VENDOR’s workshop.

BUYER reserve its right to be present at VENDOR’s workshops to inspect the actual arrival of the MAIN MATERIALS, upon notification by VENDOR to be issued in due course.

F.5) MATERIAL DELIVERY - INVOICING

Residual [buyer to complete case by case] % of the PURCHASE ORDER PRICE - pro rata per Lot/ Items/ material - at material delivery (final invoice in respect of the SUPPLY, including the value of services and/or activities, if any) and upon submission to BUYER of the following documentation**:**

• WARRANTY BOND, for an amount corresponding to the 10% (ten percent) of the PURCHASE ORDER PRICE, issued according to Article 9 – PAYMENTS BONDS of the GPC – GENERAL PURCHASE CONDITIONS, the relevant template agreed and enclosed as per Annex 3 and valid through all the duration of the WARRANTY PERIOD as indicated in the SPC - SPECIAL PURCHASE CONDITIONS. The WARRANTY BOND can be submitted to BUYER after submission of the relevant invoice, provided that it is submitted at least 30 days in advance in respect to the relevant payment date, calculated according to article G) here below.

Remark: in case of delivery in batches, VENDOR shall provide a WARRANTY BOND for each batch or, alternatively, the WARRANTY BOND shall be suitably increased in its value.

VENDOR shall also provide the following:

• Packing Lists (signed by BUYER’s inspector);

• Copy of the Certificate(s) of Origin duly stamped by the local Chamber of Commerce;

• Copy of the IRC – Inspection Release Certificate, issued and signed by BUYER;

• Copy of the DELIVERY DOCUMENTS as defined on the GPC - GENERAL PURCHASE CONDITIONS

• Copy of Forwarder Certificate of Receipt (“FCR”) issued to VENDOR by BUYER’s Project Freight Forwarder (in case of FCA delivery terms) OR copy of Bill of Lading issued according to instructions given by BUYER to the Shipping Company (in case of FOB delivery terms) OR copy of CMR (International Consignment Note) countersigned, issued by BUYER SITE’s Representative (in case of DAP/DDP delivery terms).

If, for reasons attributable to the BUYER, the FCR is not received within 30 days after the IRC date, the VENDOR is entitled to invoice the 100% (one hundred percent) of this milestone, as further advance payment, without attaching FCR to the relevant invoices.

G) PAYMENT TERMS AND CONDITIONS

All invoices shall be payable by Bank Transfer within 90 days after BUYER’s receipt of VENDOR’s duly signed invoice together with all aforementioned documents required for each single invoicing milestone, under counting from next 10th or 25th day of the month, whichever comes first as cut-off date, with the exclusion of the BANK GUARANTEES required for each single invoicing milestone which have to be provided by VENDOR at least 30 days in advance from the payments terms set forth herein otherwise, the payment terms shall be consequently postponed.

Parties agree and acknowledge that payments related to the MATERIAL DELIVERY’s invoice as per Article F. 5 shall be made as follows:

• [buyer to complete] % of the PURCHASE ORDER PRICE shall be payable as above specified;
• [buyer to complete] % of the PURCHASE ORDER PRICE shall be payable within [90 days] or after the FINAL DOCUMENTATION delivery upon submission to BUYER of the certification (by means of approved PMC – Progress Milestone Certificate) stating the fulfillment of the delivery of the required FINAL DOCUMENTATION. The PMC shall be accompanied of the following documents:
• Copy of the VENDOR’s transmittal evidencing the completion of VENDOR’s submission of final technical documents / certification dossier / operation manuals as specified into MATERIAL REQUISITION/SUPPLY SPECIFICATION, in the requested number of copies and CD-ROMs;
• Copy of the VENDOR’s transmittal evidencing the completion of VENDOR’s submission of Spare Parts Data Package (if any).

Unless otherwise specified, the bank charges of all the payments made by BUYER in favour of the VENDOR will be shared by both parties (“SHA” mode according to SWIFT standard – field 71A of MT103 or equivalent), regardless of the currency of the contract/invoice/payment and/or the nationality/registered office of the VENDOR.

In case of not fulfilment of above requirements VENDOR is informed that the invoices will not be accepted by BUYER and sent back to VENDOR.

VENDOR is informed that in case an invoicing milestone requires advance approval / certification by BUYER such approval / certification shall be requested using the attached form of PMC (“Progress Milestone Certificate”). VENDOR shall send to BUYER the Progress Milestone Certificate duly filled along with all supporting documents as above indicated as soon as the VENDOR deems to have fulfilled all conditions to issue commercial invoice.

If, for reasons not attributable to the VENDOR, the PMC is not approved or commented within 21 days after issue, VENDOR is entitled to invoice the relevant milestone, attaching PMC to the relevant invoices and giving the evidence of transmission to BUYER without reply.

REMARKS:

• All payments are subject to the receiving of the ACCEPTANCE LETTER, within the term set forth in the Article O) ORDER ACKNOWLEDGEMENT, duly signed by VENDOR without exception or deviations.

G.1) BANK ACCOUNT DETAILS

[buyer to complete applying PRG-013 Attachment 1A or 1B as applicable. Any amendment to the this clause shall be in accordance with the same procedure]

[wording to be added if the BUYER authorizes and VENDOR accepts and undertakes to participate to the MET GROUP’s supply chain finance program by signing of the online supply agreement (“OSA”) among VENDOR, Prime Revenue Inc. and a financial institution:

“Notwithstanding the above, BUYER and VENDOR may agree to involve VENDOR in the MET GROUP’s supply chain finance program. In such event, VENDOR shall accept and sign the online supply agreement (“OSA”) among VENDOR, Prime Revenue Inc. and a financial institution and the following provision shall apply.

Pursuant to the provisions included in the OSA, if VENDOR shall exercise its right to assign some or all of its account receivable related to some or all invoices issued under the CONTRACT, BUYER shall not be responsible for any reason for the relevant payment made by the financial institution through the prime revenue system.

Furthermore, the BUYER is completely relieved by the VENDOR in the event that a payment related to this CONTRACT shall be made by BUYER through prime revenue system and VENDOR specifically requires, through such system, to be paid into a different bank account details from the one/s indicated in the present Article. In addition, the BUYER is completely relieved by the VENDOR from the payment obligations related to the invoices issued under the CONTRACT and assigned on the term and conditions set forth in the OSA**.**

Without prejudice to any other right in favour of the BUYER under the CONTRACT, VENDOR shall promptly defend, indemnify and hold harmless BUYER from and against any and all claim, liabilities, costs, expenses, damages arising from or in connection with any dispute which may arise between VENDOR, any financial institution and/or Prime Revenue Inc. and/or any third party relating to any transaction undertaken pursuant to the term of the OSA**.** In addition, VENDOR waives for the benefit of BUYER any claim and/or action that he may have regarding any transaction undertaken pursuant to the term of the OSA.”]

H) BANK GUARANTEES

H.1) BANK GUARANTEES TO BE SUBMITTED BY VENDOR

The VENDOR shall submit to the BUYER the following BANK GUARANTEES:

- ADVANCE PAYMENT BOND/s, for the amount defined in the above art. F, in compliance with Annex 1 hereto, expiring six months after the latest DELIVERY DATE, to be submitted before payment dates in accordance with above articles F and G;

- PERFORMANCE BOND, for an amount equal to 10% of the PURCHASE ORDER PRICE, in compliance with Annex 2 hereto, expiring six months after the latest DELIVERY DATE, to be submitted before payment dates in accordance with above articles F and G;

- WARRANTY BOND, for an amount equal to 10% of the PURCHASE ORDER PRICE, in compliance with Annex 3 hereto, valid through the entire duration of the WARRANTY PERIOD, to be submitted before the payment date of the Milestone F.5 – MATERIALS’ DELIVERY, in accordance with above articles F and G.

H.2) DECLARATION OF APPROVAL OF TERMS OF BANK GUARANTEE FORMS

VENDOR hereby confirms that terms and conditions of contractual form/s of BANK GUARANTEE(S) have been already discussed and accepted by first class international bank or insurance company in compliance with Article 9 – PAYMENTS BONDS of the GPC – GENERAL PURCHASE CONDITIONS. In case of late change and deviations proposed by VENDOR after PURCHASE ORDER ISSUE DATE, BUYER reserved the right, at BUYER’s discretion to accept or reject those new modifications with no impact on VENDOR performances and PRICE of this CONTRACT and VENDOR shall comply with agreed text of contractual forms as indicated into Article Q “ENCLOSURES” of this PURCHASE ORDER.

H.3) NOTIFICATION OF BANK GUARANTEES

All BANKGUARANTEES shall be sent in original or notified to:

Tecnimont S.p.A.

Guarantees - Group Finance

Via Gaetano De Castillia 6A

20124 Milan (Italy)

I) INVOICING PROCEDURE

Invoices shall be entitled to: Tecnimont S.p.A.

Invoices shall be addressed to: Tecnimont S.p.A. – ACCPAY-ACCOUNT PAYABLE- Via Gaetano De Castillia 6A - 20124 Milan (Italy)

Each invoice shall be sent by email with one copy of PMC (if applicable) and DELIVERY DOCUMENTS as defined on the GPC - GENERAL PURCHASE CONDITIONS and/or SPC – SPECIAL PURCHASE CONDITIONS.

Each invoice, with relevant attachments in one file, shall be addressed by email to:

Tecnimont S.p.A. - email: tecnimontinvoice@tecnimont.it

In each invoice shall be clearly stated our following references:

• PURCHASE ORDER Number and date

• PROJECT reference

Or [ ALTERNATIVE WORDING FOR ITALIAN VENDORS:

Each invoice shall be sent, in XML electronic format, by means of Revenue Agency’s SDI (Sistema di Interscambio dell’Agenzia delle Entrate) including the recipient code CDZKJ1S during the transmittance phase. Scanned copy of the invoice together with the related annexes shall be attached during such transmittance phase. In each invoice shall be clearly stated our following references:

- PURCHASE ORDER Number and date

- Reference to the PROJECT ]

Each invoice shall be filled in, at least, with the following data:

• Description of the supplied GOODS with reference to the specific PURCHASE ORDER position/s

• Invoiced Instalment Number

and shall contain this sentence “Not assignable credit, [unless in case VENDOR accepted and signed the online supply agreement (“OSA”) among VENDOR, Prime Revenue Inc. and a financial institution]”.

Furthermore, with specific and exclusive reference to Article F.5) MATERIAL DELIVERY – INVOICING, VENDOR agrees and acknowledges that each invoice issued shall clearly show i) the total price of each item of the SUPPLY delivered and ii) the total amount recovered for each milestones listed above and previously issued by VENDOR (proportionally in case of delivery pro-rata).

In case of a PURCHASE ORDER amendment issue, all invoices related to shall comply with the same invoice scheme defined in this PURCHASE ORDER as here above indicated, unless not otherwise stated in the pertinent PURCHASE ORDER amendment.

In addition to the above and whenever applicable, the VENDOR shall issue only one invoice for each lot of material indicated in the present PURCHASE ORDER – additional supply splitting and consequent invoicing shall be agreed with PROJECT PROCUREMENT MANAGER / PROJECT PROCUREMENT COORDINATOR prior invoice emission.

[THE FOLLOWING WORDING SHALL BE ADDED ONLY IF ALL THE FOLLOWING CIRCUMASTANCES ARE SATISFIED:

i) the PURCHASE ORDER is issued by Tecnimont Spa or TCM-KT JV S.R.L. (as BUYER);

ii) the VENDOR is a company incorporated under the laws of Italy and

iii) the PURCHASE ORDER PRICE is equal or higher than Euro 500.000**:]**

If the transaction under this CONTRACT is subject to Italian VAT, the VENDOR – before issuing any invoice – is obliged to check through the telematic services of the Italian Tax Authority (so called “cassetto fiscale”) the presence of the “Dichiarazione d’Intento” issued by the BUYER. In this case, VENDOR shall be obliged to issue the related invoice without the application of VAT according to art. 8. 1, let. c) of the Presidential Decree no. 633/72.

In the event the “Dichiarazione d’Intento” is not present in the cassetto fiscale or is issued for a value lower than the amount to be invoiced, VENDOR shall be obliged to contact the BUYER via e-mail (by sending an email addressed to account.payable@tecnimont.it***[EMAIL ADDRESS TO BE AMENDED IF THE PUCHASE ORDER WILL BE ISSUED BY A COMPANY OTHER THAN TECNIMONT SPA****] and to* taxfor@mairetecnimont.it ) not later than 5 (five) working days before the date of the issue of the invoice (or, if earlier, the expected date of carrying out the transaction for VAT purposes: e.g. delivery of goods), in order to verify the intention of the BUYER to issue the “Dichiarazione d’Intento”.

BUYER will promptly reply to the VENDOR within the following 5 (five) working days.

It being understood that all invoices (charged with VAT) issued by VENDOR shall be rejected by BUYER in case the “Dichiarazione d’Intento” has been already issued.

J) DELAY LIQUIDATED DAMAGES

J.1) VENDOR’s DOCUMENTS:

If VENDOR fails to deliver VENDOR’s DOCUMENTS listed in below Art. K – KEY PROJECT DOCUMENTATION SUBJECT TO DELAY LIQUIDATED DAMAGES, or a portion thereof, by the time therein specified, BUYER is entitled to charge DELAY LIQUIDATED DAMAGES as follows:

0.1% of the PURCHASE ORDER PRICE for each VENDOR’s DOCUMENT and for each calendar week of delay, starting from the first day after the contractual DELIVERY DATE defined in the below Art. K.

The maximum amount of DELAY LIQUIDATED DAMAGES for delayed delivery of VENDOR’s DOCUMENTS shall be 2% (two percent) of the PURCHASE ORDER PRICE.

J.2) GOODS (equipment, materials):

In case of VENDOR’s failure to deliver the GOODS by the time specified herein, the BUYER is entitled to charge VENDOR for DELAY LIQUIDATED DAMAGES as follows:

1,5% of the PURCHASE ORDER PRICE for each calendar week of delay, for the first 4 weeks of delay, starting from the first day after the contractual DELIVERY DATE set forth in this PURCHASE ORDER.

2% of the PURCHASE ORDER PRICE for each calendar week of delay, starting from the first day of the fifth week of delay (with respect to the DELIVERY DATE defined in the PURCHASE ORDER).

The maximum amount of DELAY LIQUIDATED DAMAGES for delayed delivery of GOODS shall be: 10% (ten percent) of the PURCHASE ORDER PRICE.

J.3) MAXIMUM AGGREGATE DELAY LIQUIDATED DAMAGES FOR DELAYED DELIVERY OF GOODS AND VENDOR’s DOCUMENTS:

Subject to Art. 7 of GPC - GENERAL PURCHASE CONDITIONS, the maximum aggregate amount of DELAY LIQUIDATED DAMAGES for delayed delivery of GOODS and VENDOR’s DOCUMENTS shall be 10% (ten percent) of the PURCHASE ORDER PRICE.

BUYER is entitled to withhold from payments due, set off against other obligations, deduct from retention and drawdown on letter(s) of credit or performance securities, any and all DELAY LIQUIDATED DAMAGES due by the VENDOR under this PURCHASE ORDER.

K) KEY PROJECT DOCUMENTATION (DOCUMENTS) SUBJECT TO DELAY LIQUIDATED DAMAGES

The following documents listed in the Supply Specification (Doc. no. […]) attached to the MATERIAL REQUISITION shall be submitted in the following due dates:

• Engineering documents as per pos. […]: within […] weeks/ days from PURCHASE ORDER ISSUE DATE;

• Engineering documents as per pos. […]: within […] weeks/ days from PURCHASE ORDER ISSUE DATE;

• Engineering documents as per pos. […]: within […] weeks/ days from PURCHASE ORDER ISSUE DATE;

• Engineering documents as per pos. […]: within […] weeks/ days from PURCHASE ORDER ISSUE DATE;

• FINAL DOCUMENTATION as per pos. […]: within […] weeks/ days from DELIVERY DATE;

• Preliminary Packing list: within 90 days from PURCHASE ORDER ISSUE DATE as defined in the SPC – SPECIAL PURCHASE CONDITIONS.

• Other: ARH preliminary dossier within __ within […] weeks/ days from PURCHASE ORDER ISSUE DATE

L) STORAGE OF GOODS (EQUIPMENT/MATERIALS) AFTER THE DELIVERY DATE

Upon BUYER’s request, VENDOR shall store the purchased GOODS in VENDOR and/or SUB-VENDOR’s premises and provide for its custody and suitable conservation for a maximum period of three (3) months. Storage, preservation and insurance costs shall be at VENDOR total care and expenses.

After the above defined period, the storage (including preservation) is charged at Euro [__] per complete month. This price is intended as fully inclusive of all and any costs related to storage, custody and preservation of the SUPPLY.

In any case, the transfer of risk of loss and custody shall be in accordance with provisions indicated into the GPC - GENERAL PURCHASE CONDITIONS.

Upon the occurrence of the above provision, VENDOR shall be entitled to invoice (and the relevant invoice shall be issued as advance payment) the milestone relevant to “F.5 – MATERIAL DELIVERY” providing BUYER of all the documentation therein requested, with the exclusion of the copy of Forwarder Certificate of Receipt / copy of Bill of Lading / copy of CMR (International Consignement Note).

M) OPTIONAL ITEMS

The following options may be released by the BUYER within the dates herein specified without any cost impact on the agreed Unit and/or Total Prices. Parties agree and acknowledge that these options are an integral, ancillary part of the SUPPLY.

In the event BUYER does not avail himself of the right to order VENDOR all the above items or part of them, VENDOR cannot claim to BUYER, because of this reason, any compensation and reimbursement of costs or damages of whatsoever nature.

In case of no specific conditions are indicated, the same conditions of this PURCHASE ORDER are intended to be valid.

M.1) FIELD SERVICES

PARTIES hereby agree that, should the VENDOR’S FIELD SERVICES be optioned thorough a separate contract (the “FIELD SERVICES CONTRACT”), to be executed between Tecnimont S.p.A. Etablissement Stable, as the local branch office of the BUYER, and VENDOR or a local service provider appointed by VENDOR (the “SERVICE PROVIDER”):

a) VENDOR and SERVICE PROVIDER shall be jointly and severally liable for the performance of the FIELD SERVICES vis-à-vis each of the BUYER or Tecnimont S.p.A. Etablissement Stable and for the fulfillment of all relevant obligations under this CONTRACT and the FIELD SERVICES CONTRACT, including but not limited to the full compliance with delivery dates, contractual requirements, warranties/guarantees, performance parameters and warranties, remedial and make good obligations, indemnities, payment of any liquidated damages;

b) The late/improper performance of either VENDOR or SERVICE PROVIDER shall not excuse or reduce the other of their obligation under its own contract or gives it right to a defence or exception whatsoever.

VENDOR assures the presence at SITE of its qualified and skilful personnel and/or personnel of its SUB-VENDOR(s) for supervision and assistance during erection, pre- commissioning, commissioning, start-up and test run to the PLANT, at soonest and in any case not later than fifteen (15) calendar days after BUYER’s written request, at the conditions defined in the attached “CONDITIONS FOR VENDOR FIELD SERVICES”, at the following daily rates and conditions:

• Erection Supervisor - SMD daily rate: [buyer to complete]

• Commissioning/start up Supervisor - SMD daily rate: [buyer to complete]

-Supervision for performance test –SMD daily rate: [buyer to complete]

• Erection Supervisor - SMD daily rate in remote assistance: [buyer to complete]

• Commissioning/start up Supervisor - SMD daily rate in remote assistance: [buyer to complete]

-Supervision for performance test –SMD daily rate in remote assistance: [buyer to complete]

SMD = Standard Man Day (first 10 hours or holidays not worked)

Validity: the above rates shall be valid until [buyer to complete].

To extend the validity after above date, the above-mentioned rate shall be increased by [buyer to complete]% per year until [buyer to complete].

The period/s in which the services shall be carried out will be defined by BUYER in due course, according to what defined in the CONDITIONS FOR VENDOR FIELD SERVICES.

VENDOR’s (or SERVICE PROVIDER’s) invoices shall be issued on a monthly basis, enclosing necessary time sheets duly approved by the BUYER’s SITE Representatives, as well as any necessary vouchers, where applicable.

All the other terms and conditions set forth in this PURCHASE ORDER shall remain unchanged.

M.2) CAPITAL SPARE PARTS

BUYER and/or CLIENT reserve the right to buy, at the prices and conditions below defined, all Capital Spare Parts or part thereof. In the latter case relevant Unit Prices shall remain unchanged.

Prices: unit prices as defined in the Annex 5.

DELIVERY DATE: [___] months from release of option.

Price validity: the above prices shall be valid [___] years after the last DELIVERY DATE set forth in this PURCHASE ORDER

Packing, as specified in this PURCHASE ORDER, is included in the unit prices.

Delivery terms: FCA (Incoterms 2020 edition)

Invoicing: 100% of PURCHASE ORDER amount at the completion of material delivery with certificates

All the other terms and conditions set forth in this PURCHASE ORDER shall remain unchanged.

M.3) TWO-YEAR OPERATION SPARE PARTS

BUYER and/or CLIENT reserve the right to buy, at the prices and conditions below mentioned, all Spare Parts, as per Annex 6 – TWO-YEAR OPERATION SPARE PARTSor part thereof.

In this latter case the Unit Prices shall remain unchanged.

Prices: unit prices as defined in the “Annex 6”.

Price validity: until the expiry of the WARRANTY PERIOD

Packing, as specified in this PURCHASE ORDER, is included in the unit prices.

Delivery terms: FCA (Incoterms 2020 edition)

DELIVERY DATE: […] months

Invoicing: 100% of PURCHASE ORDER amount at the completion of material delivery with requested documentation.

All the other terms and conditions set forth in this PURCHASE ORDER shall remain unchanged.

M.4) TRAINING AT PLANT SITE

The option for training at Plant SITE could be released by BUYER at the following conditions:

Maximum NR of trainees: [buyer to complete case by case]

Duration of training (working days): [buyer to complete case by case]

Set of documentation for each trainee: included

Scope as per VENDOR spec. [buyer to complete case by case]

The period in which the training is carried out will be agreed between parties in due time.

Daily rate and validity: as per above Field Services article.

Total lump sum fixed price: [buyer to complete case by case]

Price Validity: [buyer to complete case by case]

All other conditions as per “CONDITIONS FOR VENDOR’S FIELD SERVICES” herewith enclosed.

M.5) TRAINING AT VENDOR’S WORKSHOP

The option for training at VENDOR’s workshop could be released by BUYER at the following conditions:

Maximum NR of trainees: [buyer to complete case by case]

Duration of training (working days): [buyer to complete case by case]

Set of documentation for each trainee: included

Total Lump Sum fixed price: [buyer to complete case by case]

Travel cost, Living and lodging for trainees are excluded from above lump sum / daily rate price.

Price Validity: [buyer to complete case by case]

The period in which the training is carried out will be agreed between parties in due time

Daily rate / each trainee: as per Annex […]

Payment terms: [buyer to complete case by case]

All other terms and conditions set forth in this in this PURCHASE ORDER shall remain unchanged.

M.6) CHANGES

Subject to the SCOPE OF SUPPLY as per Article A) if BUYER requires to implement changes in quantity, quality, drawings and specifications, methods of shipment and packaging, DELIVERY SCHEDULE and the place of delivery in respect of any of the GOODS and/or WORKS, the MATERIAL REQUISITION and relevant applicable documentation, the following unit/total PRICES - all costs inclusive, such as, but not limited to the design, the SUPPLY and the packing - shall be applied:

• Addition of [buyer to complete case by case] - Unit/Total fixed extra-price as per Annex (..) = ;Decision to be announced to VENDOR latest within: [buyer to complete case by case]. DELIVERY DATE(S): [buyer to complete case by case]

• Changes as per [buyer to complete case by case]. - Unit/Total fixed extra-price as per Annex (..).= Decision to be announced to VENDOR latest within: [buyer to complete case by case]. DELIVERY DATE(S): [buyer to complete case by case]

• Deduction of [buyer to complete case by case] as per Annex (..) - Unit/Total fixed price to be applied in deduction as per Annex (..)= ; Decision to be announced to VENDOR latest within: [buyer to complete case by case]. DELIVERYDATE(S): [buyer to complete case by case].

The above extra-price/s will be paid together with the instalment provided at delivery of material.

All the other terms and conditions set forth in this PURCHASE ORDER shall remain unchanged.

M.7) DELIVERY TERMS (FOB)

BUYER reserve the right, within 2 (two) months before the agreed DELIVERY DATE of GOODS, to change the delivery terms from FCA (Incoterms 2020 edition) to FOB (Incoterms 2020 edition).

Upon the occurrence of the event herein, BUYER shall recognize to VENDOR an overall lump-sum extra-price corresponding to [____] EUR.

As a precondition for the payment as per the present Article, VENDOR shall provide BUYER, along with the invoice, also the copy of Bill of Lading issued according to instructions given by BUYER to the shipping company.

The above extra price shall be fixed and not subject to any adjustment.

The above extra price shall be paid together with the instalment provided at delivery of material.

All the other terms and conditions set forth in this PURCHASE ORDER shall remain unchanged.

DELIVERY DATE: in case of release of FOB delivery, the contractual DELIVERY DATE shall be postponed by two weeks.

N) DEVIATIONS / EXCEPTIONS /QUALIFICATIONS TO CONTRACT DOCUMENTS

VENDOR hereby accepts all terms and conditions set forth in the CONTRACT DOCUMENTS and relevant attachments (if any) as defined in the Article Q - “Enclosures”, except for the below mentioned Deviations/ Exceptions/ Qualifications that shall be considered as an integral part of the CONTRACT DOCUMENTS.

N.1) DEVIATIONS / EXCEPTIONS TO “SPC - SPECIAL PURCHASE CONDITIONS” and relevant attachments

• Art. […] : […]

• Art. […] : […]

N.2) DEVIATIONS / EXCEPTIONS TO “GPC - GENERAL PURCHASE CONDITIONS” and relevant attachments

• Art. […]: […]

• Art. […]: […]

N.3) DEVIATIONS / EXCEPTIONS TO “CONDITIONS FOR VENDOR’S FIELD SERVICES” and relevant attachments

• Art. […]: […]

• Art. […]: […]

O) ORDER ACKNOWLEDGEMENT

The ACCEPTANCE LETTER, the SPC - SPECIAL PURCHASE CONDITIONS, the GPC - GENERAL PURCHASE CONDITIONS, the MATERIAL REQUISITION and the CONDITIONS FOR VENDOR’S FIELD SERVICES together with the relevant attachments and any other documents forming part this CONTRACT shall be duly stamped and signed, in original, by VENDOR’s authorized representative, anticipated by email together with copy of VENDOR authorized representative’s power of attorney, and shall be returned without exception or deviations, within 10 (ten) calendar days from PURCHASE ORDER ISSUE DATE, as follows:

Tecnimont S.p.A. - Purchasing Department (SMM)

Attn. Mr/Mrs.[ ____________]

Via Gaetano De Castillia, 6A – 20124 Milan (Italy)

Email: (…@tecnimont.it)

Notwithstanding the above, the execution by VENDOR of any activity relevant to this CONTRACT, even in case of non-receipt of the confirmation as mentioned above, shall imply VENDOR full and unconditional acceptance thereof.

All payments are subject to the receiving of the ACCEPTANCE LETTER duly signed without reserves on terms and conditions agreed.

P) EXPRESSED AGREEMENT

Parties acknowledge and agree that the present CONTRACT has been negotiated by the Parties in any and all of its clauses and attachments.

Q) ENCLOSURES

• ACCEPTANCE LETTER;

• MATERIAL REQUISITION - doc. nr. […] rev. […] signed by VENDOR on […];

• SPECIAL PURCHASE CONDITIONS - doc. nr. […] rev. […] and its attachments with agreed deviation mentioned above;

• GENERAL PURCHASE CONDITIONS no. [….] ant its attachments with agreed deviation mentioned above

• CONDITIONS FOR VENDOR’S FIELD SERVICES - doc. nr. […] rev. […] with agreed deviation mentioned above;

• Annex 1 - Form of Bank Guarantee for Advance Payment Bond – form MOD–[…]

• Annex 2 - Form of Bank Guarantee for Performance Bond – form MOD–[…]

• Annex 3 - Form of Bank Guarantee for Warranty Bond – form MOD–[…]

• Annex 4 - Commissioning & Start-up Spare Parts - price list

• Annex 5 - Capital Spare Parts - price list;

• Annex 6 - Two-years Operation spare parts - price list;

• Annex 7 - PMC – Progress Milestone Certificate (form to be used and relevant letter for instruction and clarifications);

• Annex 8 - Form of IRC- Inspection Release Certificate

• Annex 9 - Options rates and prices

• Annex 10 - Copy of VENDOR ‘s Export Compliance Declaration duly signed

• [Annex 11 - MOD-PRG013-02 – if applicable. Please refer to PRG-013- THIRD PARTIES BANK ACCOUNTS DATA MANAGEMENT for details]

*** This is the last line of the PURCHASE ORDER ***

Project: Q-32976 - Tecnmont SKIKDA Folder: RFQ Files