SC-3 Progress of the work

SC-13 Language requirements

SC-14 Subcontractor mobilization / demobilization

Except as otherwise stated, Subcontractor shall arrange and provide for mobilization / demobilisation of its equipment and work forces including but not limited to provisions for temporary facilities, customs clearance and customs claims, work permits, applicable licenses, immigration and emigration of all personnel.

Subcontractor shall provide and ensure that its SubContractors, vendors and licensors provide electronic and hard copies of all Project Documents for Contractor’s permanent record files in accordance with the type, status and time requirements defined within the contract documents.

For all documents submitted by Subcontractor to Contractor for its review / approval, Contractor shall within ten (10) working days of receipt unless a longer period is specified in the Exhibits, review / approve the documents failing which response, it shall be presumed that the approval is granted, provided that the said documents are complete in every respect and have been subject to Subcontractor’s internal review and check process.

If any document is commented upon or rejected by Contractor, Contractor shall provide a written explanation of the reasons whereupon, Subcontractor shall re‑submit such document within five (5) working days of receipt incorporating amendment or modifications as may be necessary to fulfill Contractor’s requirements.

Any document resubmitted shall be reviewed / approved by Contractor within ten (10) working days of receipt provided all of Contractor’s comments have been incorporated by Subcontractor in the revised document satisfactorily

Subcontractor shall be responsible for and provide at its sole cost and expense all messing, housing, working and living conditions of labour with all necessary accommodation / other facilities for its personnel as necessary / required for the performance of Work.

Subcontractor shall also be responsible for and provide at its sole cost and expense for all transportation for its personnel between their points of origin and the jobsite if applicable, all transportation as may be required for performance of the Work in and around the Jobsite / to and from jobsite.

Subcontractor shall at all times during the Subcontract conform in all respects with, carry out all obligations imposed on it by the provisions and requirements of any applicable law in the nation where any part of Work is performed or regulation issued.

Subcontractor shall not give barter or otherwise dispose of to any person or persons any arms or ammunition of any kind or permit or offer the same as aforesaid.

All Subcontractor’s personnel visiting or working in the jobsite or in the nation must be in possession of valid inoculation certificates as required from time to time according to the provisions by the national health authorities.

The subcontractor shall take all necessary steps to avoid any expected labour unrest but in the event of its occurrence, Subcontractor shall promptly give this information with relevant details thereof to Contractor.

Subcontractor shall without delay inform Contractor of any accident in connection with the execution of the Work or any injury, loss or damage to any personnel and / or property of Subcontractor indemnified parties, Contractor indemnified parties or of third party and report such occurrences to the competent authority as required by law.

Subcontractor shall be responsible for and to ensure the observance of all provisions of this Special Condition by its other lower tiers SubContractors employed in the execution of the subcontract.
SC-18 Title

Title to the Work, to Project Documents, to all Products and other items supplied or to be supplied by Subcontractor or its SubContractors to Contractor or Owner to be permanently included for installations under this subcontract, shall pass to Contractor or Owner on the earlier of the following dates:

When delivered to the Jobsite;

When delivered to the custody of Subcontractor or its shipping agent;

When Subcontractor receives payment from Contractor for the Work, Project Documents or goods or other items by Subcontractor.

Materials or operating equipment of any kind left over or meant to be left over during and after the completion of the Work if furnished by Subcontractor or its other SubContractors, shall remain the property of Subcontractor or its subContractors as the case may be and be removed from the jobsite by Subcontractor or its other subcontractors prior to or upon the completion of the Work.

In connection with the performance of this subcontract, Subcontractor acknowledges that the import of items / customs laws and regulations of the nation shall be complied with fully for all shipment pertaining any good/s, product/s or component/s thereof.

Subcontractor specifically acknowledges that the aforementioned import and customs laws and regulations of the nation prohibit among other things the importation into the nation of certain products or components.

Contractor at its own discretion reserves the right to make the final, unilateral and specific selection of any proposed carriers, insurers, suppliers of services to be performed within the nation or of specific products or components to be furnished in accordance with the terms and conditions of this subcontract.

Any dispute, claim or difference arising out of or related to the Subcontract or any breach thereof shall first attempted to be resolved amicably between the Parties but if such resolution fails, the dispute, claim or difference shall be referred to be finally settled by arbitration in Plant City under the Rules of Arbitration of the International Chamber of Commerce (ICC) by three arbitrators appointed in accordance with said Rules.

The following utilities, facilities and services may be provided for Subcontractor's use unless otherwise indicated herein at existing outlets at Jobsite or at points to be selected by Contractor subject to Subcontractor requesting such utilities, facilities and services prior to mobilisation.

Raw and potable water in limited quantities.

Local support labour required as well as any necessary erection, installation or service equipment, instruments, rigging and standard maintenance tools (to be itemised by Subcontractor prior to mobilisation) and office space where necessary in the opinion of Contractor for the performance of Subcontractor's Work and obligations under this Subcontract.

Sanitary facilities.

Limited use of telephone and fax services at the Jobsite for purposes connected with this Subcontract and subject to prior Contractor approval. Personal use of telephone and fax services shall be to Subcontractor’s account.

Limited reproduction facilities for photocopies and blue lines for purposes connected with this Subcontract.

Limited electric power.

The timing of the use of such utilities, facilities and services shall be subject to Contractor's approval.
SC-22 Security and property

A security force to guard the perimeter and patrol the interior of the Jobsite shall be provided by Contractor. The provision of this security force shall in no way be construed to be an assumption of responsibility by Contractor with respect to the safety & security of Subcontractor's employees or Subcontractor's property or in respect of any damage or loss thereto, which shall remain Subcontractor's sole responsibility.

Subcontractor shall perform its Work on a schedule commensurate with applicable labour laws and as agreed with Contractor. Subcontractor’s normal work schedule shall be 60 hours per week (6 days – 10 hours/day). Subcontractor may with Contractor approval if requested by Contractor, work such incidental overtime as be deemed practicable and necessary for the proper execution of the Work.

Subcontractor’s work cycle for its personnel is as follows:

As defined in relevant exhibit

Travel time associated with work cycle rotation if any, is included in the specified time off.
SC-24 Administrative Assistance

Owner shall, if required upon the request of Contractor provide assistance to Subcontractor to apply for necessary licenses, visas, work permits, other documentation and approvals necessary for its operations in nation in connection with performance of its obligations under this Subcontract including but not limited to immigration and egress of personnel. The said assistance shall be limited to the provision to Subcontractor by Owner through Contractor, letters addressed to government departments responsible for these matters. All further actions necessary to obtain the required permits and approvals shall be Subcontractor’s sole responsibility which being understood that neither Owner nor Contractor be liable for any costs or delays whatsoever due to obtaining of such licenses, visas, work permits or other documentation and approvals or due to non-obtaining of the same for any reason whatsoever.

Contracting Co. Ltd.

Onshore Gas Development Project
Seller technical services agreement

Exhibit "C"

Statement of work and compensation

Table of contents

S # Title

1 Statement Of Work 2

2 Compensation And Payment
1. Statement of work

Subcontractor undertakes to provide Contractor with the services of personnel qualified to provide technical assistance during installation and/or pre-commissioning and commissioning, performance, initial operations & maintenance of Products supplied under the Purchase Order at Owner's Jobsite at Plant nation

The following information should be properly tabulated

Required number of personnel for various stages of the job

Estimated commencing date at jobsite

Estimated work duration

Number of visits
The above quantities and durations are estimated only that may change as the commencement date approaches. Contractor shall give Subcontracto---- days (Subcontractor to insert) notice for mobilisation of Subcontractor’s personnel.
Subcontractor's personnel shall report to the Contractor Construction Manager or his representative and comply with the instructions for all such matters concerning work schedule, labour relations, working conditions and the like. Contractor Construction Manager or representative shall administer this Subcontract and prepare any necessary amendments including but not limited to amendment of the statement of Subcontractor’s Work during installation and/or pre-commissioning and commissioning, performance, initial operations & maintenance of Products described in the Purchase Order referenced herein.
2. Compensation and payment

Contractor shall provide construction equipment, normal construction tools, labour assistance, accommodation, food, laundry, transportation to and from accommodation to Jobsite and transportation to and from XY airport or nation City to Jobsite.

2.1 Agreement Price

Provided always that Subcontractor shall perform and observe all its obligations under the terms and conditions of the Subcontract, Contractor shall pay in the manner set forth in the Subcontract the Subcontract prices defined/detailed below which shall be deemed to be full and total compensation for the execution of the Work in accordance with the Subcontract to the satisfaction of Contractor.

2.2 Firm Price

The lump sum prices, daily rates and hourly rates stated herein for the performance of the Work shall remain firm in respect of all works performed and services provided to perform the Works and shall be deemed to provide for any and all fluctuations in costs of salaries, wages, materials, fees, rentals, taxes and insurances & all unforeseen.
The lump sum prices, daily rates and hourly rates together with any additional sums or provisions specifically included in the Subcontract are all inclusive and include without limitation salaries and wages, travel allowances, bonuses, travel expenses, vacation, public holiday pay and allowances, sick pay, medical expenses, insurances, the cost of home office support services, overheads, head office costs and profit for Subcontractor's representatives at Jobsite and any of its SubContractors employees. Contractor shall supply transport to and from site to city, camp accommodation, meals, laundry, etc., for personnel provided by Subcontractor. SubContractor shall take care for the welfare of its employees according to the requirement of the labour contracts provisions defined by the national laws.
2.3 Declaration By Subcontractor

Subcontractor certifies that it has carefully examined and is fully familiar with all the provisions of the Subcontract documents; and that it has satisfied itself as to the nature and location of all the Works, the general and local conditions to be encountered and all other matters which can in any way affect the Work, the costs or the schedule thereof. Subcontractor further certifies that it has carefully checked all the words and figures in the schedule of prices, that it has carefully reviewed the accuracy of all the statements made in the Subcontract and that it is solely responsible for all omissions on its part in the preparation of the Subcontract, that it understands & interprets correctly the contract implications & impacts very well as well as the quantum of works covered within the scope of SubContract.

As full consideration for the satisfactory performance by Subcontractor of the Work and subject to the payment provisions of this Subcontract, Contractor shall pay to Subcontractor compensation in accordance with the following:

2.4.1 Subcontractor shall be paid a lump sum in respect of installation support and pre-commissioning work for the Products. The lump sum shall include for all costs of whatsoever nature incurred by Subcontractor at the Jobsite including but not limited to labour and any necessary materials, tools and equipment. Total lump sum price for Installation and Pre-Commissioning work _________________ (US Dollars) / national currency
2.4.2 Subcontractor shall be paid a lump sum in respect of commissioning, start up and two months’ operation of the Products. The lump sum shall include for all costs of whatsoever nature incurred by Subcontractor at the Jobsite including but not limited to labour and any necessary materials, tools and equipment.

Total lump sum price for Commissioning, Start Up and two months’ operation ________ (US Dollars) / national currency

Subcontractor shall be paid a lump sum in respect of mobilising each Subcontractor’s representative following Contractor’s written approval of the proposed representative(s). The lump sum shall include for all costs of whatsoever nature incurred by Subcontractor in mobilising and demobilising the representative including any necessary materials, tools and equipment and including all transportation to Jobsite/ travel time to and from the Jobsite.

Total lump sum price for mobilisation/demobilisation each round trip ________ (US Dollars) / national currency

2.4.4 Not to Exceed Value

The not to exceed value of this Subcontractor Technical Services Subcontract is ________ (US Dollars) / national currency. This is based upon the total of items 2.4.1, 2.4.2. and 2.4.3.

2.4.5 If in any subsequent amendment to this Subcontract, work is released against daywork rates, it is the responsibility of the Subcontractor to notify the Contractor in writing when the cumulative value of Work carried out reaches 75% of any not to exceed value. A maximum “not to exceed” value may be varied only by the issue by Contractor of a formal amendment to the Supplier Technical Services Subcontract. Should Subcontractor provide services in excess of the not to exceed value, Contractor shall not be liable for payment for those excess services unless a formal amendment to the Subcontractor Technical Services Subcontract has been issued.
2.4.6 Subcontractor is requested on the basis of the above quoted lump sum costs to advise rates for approved working hours during normal work days for each representative (6 days per week/10 hours per day – Friday is deemed a non-working day).

Category of Personnel Daily Rate (US Dollars)

Technical Supervisor

2.4.7 Subcontractor is requested on the basis of the above quoted lump sum costs to advise overtime hourly rates for approved overtime hours (i.e. Hours worked in excess of 10 hours a day or 60 hours a week)

Category of Personnel Friday and Local Holiday Hourly Overtime Rate (US Dollars)

Technical Supervisor

Category of Personnel Other Overtime in Excess of 10 hours/day 6 days per week including Night Shifts (US Dollars)

Technical Supervisor

If it has not already been issued to the Subcontractor prior to execution of this Subcontract, the Subcontractor must familiarise itself with the relevant orientation information by contacting Mr.[AB] TBA – Construction on site on Mobile telephone number 00-911.[AB] TBA, Fax number 00-911-.[AB] TBA or E Mail .[PN] TBA @Contractor.com on site and for obtaining the necessary orientation information pack no less than three (3) weeks prior to departure for Jobsite in order for all necessary permits, visas and project clearances to be confirmed prior to departure.

Contents

GC-1 Entire Agreement

GC-2 Changes

GC-3 Price And Payment

GC-4 Force Majeure

GC-5 Title And Risk Of Loss

GC-6 Testing, Inspection And Expediting

GC-7 Quality Standards

GC-8 Warranties And Guarantees

GC-9 Infringement

GC-10 Compliance

GC-11 Assignment

GC-12 Suspension

GC-13 Termination For Convenience

GC-14 Termination For Default

GC-15 Non-Waiver

GC-16 Governing Law
GC-1 Entire agreement:

This Instrument/Document embodies entire Agreement between Buyer and Seller. Either Party shall not be bound by or liable for any statement, representation, promise or understanding not set forth herein. Nothing contained in proposals, correspondence, discussions, order acknowledgments or others of Seller’s forms has any effect on this Agreement unless specifically incorporated herein formally or by supplementary documentation.

Buyer shall not consider any requests for a change where the scope of Work and concept of overall objectives of this Agreement are not changed or are merely a closer definition or change in detail of the technical specifications. Buyer through its authorized Procurement representative, may at any time direct in writing changes including but not limited to changes in any one or more of the following:

(1) drawings or specifications;

(2) additions to or deletions from quantities ordered;

(3) delivery schedule;

(4) method of shipment or packing;

(5) place of delivery. If any such change causes an increase or decrease in the cost of or timing required to provide the Product(S) an equitable adjustment actually reflecting the negotiated effect of such changes may be made in the price or delivery schedule or both and this Agreement may be modified by written amendments or revisions executed by authorized representatives. Any notification by the Seller for adjustment under this Changes clause must be asserted as soon as reasonably practicable, but in no event later than seven (7) days from the date of receipt by the Seller of the notification of change. The burden of demonstrating that such directions constitute a change shall be upon Seller. If Seller fails to so notify Buyer then any work or services carried out pursuant to such directions shall not be construed as a change. If it is subsequently shown that any Seller proposed change was not well founded then all costs associated with such proposed change shall be to Seller’s account Not withstanding any dispute between Buyer and Seller as to whether Buyer’s instructions constitute a change, Seller shall forthwith proceed with carrying out the Work in accordance with Buyer’s instructions.
If this Agreement requires Buyer to review and comment on Seller’s technical documents, Seller shall submit within 10 working days from the date of Seller’s receipt of such comments any request for adjustment which would result from implementation of Buyer’s comments. No adjustment shall be made hereunder unless Buyer through its authorized procurement representative confirms the change in writing.
GC-3 Price and payment:

The prices herein specified unless otherwise expressly stated shall include all taxes and duties of any kind which either party is required to pay with respect to the sale of Products covered by this Agreement, but shall include all charges and expenses in connection with the packing of the Products and their carriage to the place of delivery to the Buyer unless specifically excluded. Seller shall be paid except as otherwise stated in this Agreement upon submission of correct invoices the prices stipulated herein for Products delivered and accepted; however, payment may be withheld or portions thereof may be deducted if in Buyer’s reasonable opinion, Seller is not performing work in accordance with the provisions of this Agreement or if proper set‑offs in favor of Buyer in other transactions are asserted. Buyer reserves the right to make payments due hereunder directly to Subcontractor(S) of Seller whenever Buyer has reason to believe that Seller has not paid or is likely not to pay such Subcontractor amounts due to them on a timely basis. Correct invoices shall include documentation as reasonably agreed between Buyer and Seller sufficient to cover the provisions of each payment milestone and sufficient to allow Buyer to certify in writing to Company that all liens relating to or arising out of the Works covered by the invoices have been released or discharged.

Buyer and Company shall have the right to examine with advance notification such records and accounts for the limited purpose of verifying requests for payment when progressive advancement of the works forms the basis for such payment or for evaluating the reasonableness of proposed price adjustment requests.

No payment made under this Agreement shall constitute a waiver by Buyer of the performance by Seller of any of its obligations hereunder and in no event shall any such payment affect the warranty obligations of Seller as set forth in General Condition Article 8, “Warranties and Guarantees.

No later than thirty (30) working days after the date of Provisional Acceptance, Seller shall lodge with Buyer a final payment claim and endorse it “Final Payment Claim” (the “Final Payment Claim”). Seller shall include in that claim all amounts that Seller considers to be due from the Buyer under this Agreement.
GC-4 Force Majeure:

4.1 The term Force Majeure as employed herein shall be defined as strikes (excluding strikes occurring among the employees of Seller or Seller Group or Seller other industrial disturbances of a general nature), acts of the public enemy, wars, undeclared wars, acts of governments including the governments of the nation, blockades, insurrections, riots, epidemics, landslides, earthquakes, lightning, civil disturbances, explosions and any other cause or event which is unavoidable, insurmountable and similar to the kind herein enumerated or equivalent forces, not within control of the Party affected thereby and which that Party is unable to overcome by the exercise of due diligence. Force Majeure shall not include financial distress of either Party and late delivery of Products or late performance by Seller or Seller’s Subcontractor unless such late delivery or performance is itself caused by Force Majeure.

Delays attributable to and within the control of Seller’s Subcontractors of any tier shall be deemed delays within the control of Seller.

4.2 Notice of Occurrence. If due to Force Majeure, Seller is temporarily rendered unable, wholly or in part to comply with its obligations under this Agreement and is claiming that a Force Majeure condition has arisen then Seller shall, within twenty-four hours of becoming aware of such condition, notify the Buyer of the same, act diligently to overcome, remove and/or mitigate the effects of the event of Force Majeure, notify Buyer on a continuing basis of its efforts to overcome, remove and/or mitigate the event of Force Majeure and notify Buyer immediately when aforesaid disrupting condition has ceased.

4.3 Notice of Impact. In addition to its obligations under General Condition Article 4.2, “Notice of Occurrence” if Seller claims there is a Force Majeure condition, Seller shall (i) within three days of becoming aware of such condition notify Buyer in writing of the nature and cause of such Force Majeure condition (ii) state up to what extent the condition shall delay Seller’s performance of the contractual Work.

Immediately upon termination of the Force Majeure occurrence, Seller shall

Notify Buyer of resumption of work and Submit a plan to minimize and mitigate the adverse effect by the Force Majeure occurrence on the contractual works.
4.4 Effect. Any Work or any portion thereof, that is impacted by Force Majeure, shall be deemed suspended for the duration of the Force Majeure. Any claim on the part of Seller for any extension of time by reason of a suspension under this clause shall be made within a reasonable time but no later than ten (10) working days after the end of the suspension. Seller shall promptly submit for review a revised schedule for performance of Work. Subject to the provisions of this General Condition as set forth below, such extension shall be the sole remedy for the delay.
If a suspension of any obligation by virtue of this clause lasts for a continuous period of Thirty (30) days, Buyer may terminate this Agreement forthwith in whole or in part by so notifying Seller in writing. Such termination by Buyer shall take effect on receipt by Seller of the written notice. Upon such termination, both Parties shall be released from any further obligations under the Agreement but both Parties retain all rights and claims arising out of such termination of the contract prior to the effective date of the termination.

If Buyer elects not to terminate the Agreement as stated above then the Work shall be deemed suspended with effect from the expiry of the said thirty (30) day period. Thereafter, the provisions of the General Condition titled ‘Suspension’ shall apply save that extra cost if any, of Seller’s standby and any other additional costs incurred by Seller in giving effect to Buyer’s instructions under this Article to be borne and paid by Seller.

Buyer and Seller agree that the title of Products shall be transferred to Buyer at the earlier of (1) Equipment released by Buyer’s inspectors or (2) the time that Seller receives payment from Buyer for the Products or (3) delivery to the Jobsite. Buyer may request Seller to provide temporary storage which Seller agrees to do so at no additional charge until the revised date of delivery to the delivery point specified in the Agreement

Seller hereby confirms that title remains with Buyer though the Equipment is stored in Seller’s facilities and said Equipment shall not be subject to any liens or bankruptcy
Transfer of title shall not relieve Seller of its obligations to fulfil the data and document requirements according to Agreement

Seller hereby confirms that the Equipment shall be stored safely and properly in Seller’s facility with maintaining full value insurance coverage for the Equipment for fire, theft and third party liability.

Seller shall be responsible for loss or damage to Buyer’s Equipment while in Seller’s care, custody and control regardless of any transfer of title.

The warranty duration of the Equipment in custody at Seller facility shall carry the same warranty provision as stated elsewhere in this Agreement.

Seller shall indemnify Buyer and Company against any damages, injury or death, which may occur as a result of Buyer owned Equipment being located at the Seller’s facility

Seller shall be responsible for every risk of loss to the Products until delivery of all Products to the delivery point(s) specified in this Agreement is affected, even if title transfer and payment have occurred.

Seller shall be responsible for maintaining the Equipment in accordance with the Seller’s storage procedures while in Seller’s care, custody and control.
GC-6 Testing, inspection and expediting:

Seller shall notify Buyer with fifteen (15) working days written notice in advance of the date and place of any inspection or testing so that Company and Buyer may witness those tests. Irrespective of whether or not, Buyer witnesses such tests, Seller shall provide Buyer copies of those test results as soon as such information becomes available. Should any postponement become necessary, Seller shall provide at least ten (10) working days written notice prior to the originally scheduled date. In the event that any part of the Equipment fails to comply with the specifications detailed in this Agreement and Seller has to re-perform the Work, all costs associated with this re-inspection shall be to Seller’s account. Seller shall allow Buyer, Company or Company’s authorized representatives access to any place where Products are being manufactured or such Products are being prepared for incorporation into the FACILITY for the purpose of inspecting production and observing tests on such Products.

The Products including all warranty work shall be subject to expediting by Buyer. Buyer’s representatives shall be afforded free access during working hours to Seller’s plants. Seller agrees to procure a similar right for Buyer and Company for expediting purposes with respect to Seller’s Subcontractors. As required by Buyer, Seller shall supply schedules, progress reports and un-priced copies of Seller’s purchase orders and subcontracts for Buyer’s use in expediting. Seller shall notify Buyer in writing of any actual or anticipated delays immediately upon discovery. Such notice shall include an estimated period of delay, cause, and corrective actions being taken. Slippage in Seller’s schedule may be deemed to be reasonable grounds for insecurity in which event, Buyer may demand in writing that Seller provide adequate assurances that Seller shall deliver Products in accordance with the requirements of the Agreement.

If requested by Buyer, Seller shall allow Company or its authorized representative to be present at any tests, observations or inspections that Buyer is given the right to witness or conduct pursuant to this Article “Testing, Inspection and Expediting.”
GC-7 Quality standards:

Seller shall ensure that the Products comply with the standards of quality specified by this Agreement or those customary/conventional in the industry if no requirement is specified. Buyer’s quality surveillance representative shall be afforded free access during working hours to plants of Seller. Seller agrees to procure a similar right for Buyer for quality surveillance purposes with respect to Seller’s Subcontractors in order to monitor compliance with quality requirements. Buyer’s right to inspect, examine and test the Products shall extend through the manufacturing process, the time of shipment and a reasonable time after arrival at the final destination. Seller’s failure to adhere to the standards of quality required under this Agreement shall be deemed to be reasonable grounds for insecurity. Buyer may demand in writing that Seller provide adequate assurances of Seller’s ability to meet said standards.

The Products shall not be deemed accepted until finally inspected and accepted by Buyer’s representative at final destination. The making or failure to make an inspection, examination or test of or payment for or acceptance of the Products shall in no way relieve the Seller from its obligation to conform to all of the requirements of this Agreement/ and shall in no way impair Buyer’s right to reject or revoke acceptance of nonconforming Products or to avail itself of any other remedies to which Buyer may be entitled, notwithstanding Buyer’s knowledge of the nonconformity, its substantiality or the ease of its discovery. If requested by Buyer, Seller shall allow Company or its representative to be present at any surveillance, inspection, examination, or testing that Buyer is given the right to conduct or observe pursuant to this Article “Quality Standards.”
GC-8 Warranties and guarantees:

Seller warrants that the Products shall be free from liens and from defects in design, material, workmanship, title and shall conform in all respects to the terms of this Agreement as well as to the applicable drawings issued for manufacture, produced new of the best quality if no quality is specified. Seller shall require such warranties or guarantees that be included in all of Seller’s subcontracts and material purchase orders. Unless the warranty period is otherwise specified in this Agreement, the following warranty shall apply: Twelve (12) months after the effective date of the last Provisional Acceptance Certificate issued by Company pursuant to the Company-Contractor Contract, or with respect to liens, title or latent defects at any time, it appears that the Products or any part thereof, do not conform to these warranties and Buyer so notifies Seller within the warranty period. Seller shall promptly correct such nonconformity to the satisfaction of the Buyer at Seller’s sole expense failing which Buyer may reject or revoke acceptance, cover by making any reasonable purchase of Products in substitution for those rejected and the Seller be liable to the Buyer for any additional costs for such substituted Products, or Buyer may proceed to correct Seller’s nonconforming work by the most expeditious means available and the costs for such correction to Seller’s account or Buyer may retain the nonconforming Products and an equitable adjustment reducing the order price to reflect the diminished value of such nonconforming Products to be made by written revision.

Seller’s liability hereunder shall extend to all damages proximately caused by the breach of any of the foregoing warranties including incidental damages such as disassembly, removal, inspection, re-installation, re-testing, costs of transportation to and from the point of repair or warehousing.

Seller shall protect, defend, release, indemnify and hold harmless Buyer and Company Group from and against any / all claims, demands, liabilities, losses, damages, proceedings, causes of action and expenses (including court costs, attorneys' fees and other litigation costs) on account of or by reason of any claim or suit for alleged infringement or misappropriation of any Intellectual Property arising from the manufacture, sale, use or other disposition of any article or material furnished hereunder by Seller including the Products (Seller Furnished Items) or the performance of any WORK or part thereof. Provided that Buyer itself receives notice promptly (e.g. From the Company, etc.) and receives all necessary authority, information and assistance for the Company, Buyer shall notify Seller promptly in writing and render Seller all necessary authority, information and assistance. If, by reason of any such suit or threatened action concerning Intellectual Property, Buyer or Company is enjoined from using any Seller Furnished Items or part thereof. Seller at its own expense shall diligently procure the right to use such Seller Furnished Items or infringing or misappropriating operation or substitute equivalent but non-infringing or non-misappropriating Seller Furnished Items or operation or modify the Seller Furnished Items or operation to make such items or operation non-infringing or non-misappropriating but at least equivalent to the infringing or misappropriating equipment and/or operation. Seller hereby grants Buyer and Company an irrevocable, perpetual, royalty-free license to use all Intellectual Property contained in any Work or Products with respect to the Project.

Seller warrants that all Products shall have been produced, sold, delivered and furnished in strict compliance with all applicable laws and regulations to which the Products are subject. Seller shall execute and deliver to Buyer any documents as may be required to effect or to produce evidence for such compliance. All laws and regulations required to be incorporated in agreements such as this one are hereby incorporated herein by reference.

Seller hereby agrees to indemnify, defend and hold Buyer, Company and its respective affiliates harmless from and against any / all claims, legal actions, final judgments, reasonable attorneys' fees, civil fines and any other losses which any of them may incur as a result of the sale or delivery to Buyer hereunder of Products which do not meet all requirements of such laws and regulations.

All Applicable Laws and regulations relating to the export and import of any work shall apply to Seller. When required by the Agreement shipping/delivery terms, Seller shall obtain any necessary export license in a timely manner to avoid shipment delays. If Buyer is required by the Agreement to obtain any necessary export license or to meet the import rules and regulations of the destination country, Seller is to timely provide all necessary compliance assistance to Buyer and its authorized representatives. To the extent required by Applicable Laws, Seller shall register with any applicable governmental entity of the nation if any. Failure to so register may result in cessation of the Work and/or fines or penalties being levied against Seller by the applicable governmental entity and any fines and/or penalties shall be tor Seller’s account. Seller shall indemnify, defend and hold harmless Buyer from any penalties, suits, liabilities or costs (including attorney fees) proximately caused by Seller’s failure to comply with applicable export and import rules and regulations or other Applicable Laws or to comply with its export and import obligations set forth in this Agreement

Unless a benefit is expressly conferred on a third party herein or is derived through assignment as provided for in this Article 11, it is not intended that a third party should have the right to enforce a provision of the Agreement pursuant to the Contracts (Rights of Third Parties) Act 1999. Buyer and Seller may by agreement rescind or vary the Agreement without the consent of a third party to whom the right of enforcement of any of its terms has been expressly provided.

Seller shall not assign, pledge or declare any trust of the whole or any part of the Agreement nor any benefit, burden, interest, right or cause of action arising under the Agreement. Any assignment of this Agreement or of any rights hereunder in any manner in whole or in part by operation of law or otherwise without prior written consent of Buyer shall be void. Upon ten (10) working days written notice to Buyer and upon approval by Buyer, Seller may assign monies due or to become due under this Agreement.

Seller shall not subcontract the whole nor substantially the whole of the scope of Work under this Agreement.

Seller shall provide Buyer with details of any major part of the Work or Products it intends to subcontract along with a list of its proposed Subcontractors for Buyer’s approval. Seller shall not subcontract any major part of the Work to any person or third party without the prior written consent of Buyer (which consent shall not be unreasonably withheld or delayed). Neither such consent if given nor any subcontracting shall relieve Seller from any liability under the Agreement. Seller shall be responsible for the acts, defaults and omissions of any subContractor, its agents, employees or workmen as fully as if those are the acts, defaults or omissions of Seller, his agents, employees or workmen.

All suborders and subcontracts shall contain provisions that Seller shall not waive, release or impair, giving Seller an unrestricted right to assign the relevant suborder or subcontract and all benefits, interests, rights and causes of action arising under it to Buyer and provisions whereby Buyer may subsequently assign the suborder or subcontract as it requires.

Seller if so requested by Buyer, shall make its best efforts to assign the relevant suborder or subcontract and all relevant rights and obligations, including the benefit of any guarantee or warranty from SubContractors to Buyer or as Buyer may direct.

This Agreement together with any benefit, burden, interest, right or cause of action arising under the Agreement shall be assignable to the Company and upon written notice from Buyer to Seller, shall be assigned to Company. In the event of such assignment, this Agreement shall remain in ‘full force and effect’ be enforceable by Company or its agents designated in writing pursuant to the terms hereof. In addition, in the event of such assignment, Seller shall if required by Buyer, enter into a novation of the Agreement with Buyer and with the assignee.

Notwithstanding any other provisions of this Agreement, Buyer may at any time suspend or extend the time for Seller’s performance upon ten (10) working days prior written notice of such suspension or extension. Thereafter, Seller shall resume performance as directed by Buyer. In the event of such suspension or extension, Seller shall be entitled to reimbursement for additional costs reasonable and necessarily incurred by Seller in implementing/effectuating such suspension or extension period. Seller shall have the right to seek accordingly an equitable adjustment to the time for completion to an extent that such additional costs are actually incurred if claimed within thirty (30) calendar days after resumption of performance. Should said suspension last in excess of 180 calendar days, Buyer and Seller shall meet to mutually agree whether or not, to terminate this Agreement under the provisions of General Condition Article 13 provided if the Parties are unable to agree, this Agreement shall continue in ‘full force and effect’.

Seller’s performance under this agreement may be terminated by the Buyer for its convenience in accordance with this clause in whole or from time to time in part whenever the Buyer shall elect. Any such termination shall be effected by delivery to Seller of a notice of termination specifying the extent to which performance under the Agreement is terminated and the date upon which such termination becomes effective. Upon receipt of any such notice, Seller shall, unless the notice requires otherwise: (1) immediately discontinue work on the date and to the extent specified in the notice; (2) place no further orders for materials other than as may be necessarily required for completion of any portion of the work that is not terminated; (3) promptly make every reasonable effort to either obtain cancellation on terms satisfactory to Buyer of all orders to sub‑suppliers or assign those orders to Buyer; (4) assist Buyer upon request in the maintenance, protection and disposition of property acquired by Buyer under this Agreement.

The total sum to be paid to Seller under this clause shall not exceed the total Agreement price as reduced by the amount of payments otherwise made and as further reduced by the Agreement price of Work or Products not terminated. It shall not include any consideration for loss of anticipated profits on the terminated Work or Products all claims for which Seller agrees to waive.

BUYER may terminate the whole or any part of Seller’s performance under this Agreement in any one of the following circumstances: (1) If Seller or its creditors seek relief under any bankruptcy law or if Seller should become insolvent or make an assignment for the benefit of creditors or file a voluntary petition of bankruptcy or if receivership proceedings should be instituted against Seller (2) if Seller fails to make delivery of the Products or to perform within the time specified herein or any extension thereof; or (3) if Seller delivers nonconforming Products; or (4) if Seller fails to provide adequate assurance of Seller’s ability to meet the quality standards or the delivery date(s) of this Agreement; or (5) if Seller fails to perform any of the other provisions of this Agreement in accordance with its terms or so fails to make progress as to endanger or jeopardize performance of this Agreement. In the event of (1) above, buyer shall have an immediate right to terminate for default. In the event of (2), (3), (4) or (5) above, Buyer shall provide Seller with written notice of the nature of the failure expressing Buyer’s intention to terminate for default. In the event, Seller does not cure such failure within ten (10) working days of such notice, Buyer may by written notice, terminate this Agreement.

Seller agrees to assist Buyer in the event that re-procurement action is necessary as a result of default by co‑operation in the transfer of information, in the disposition of work in progress or residual material and in the performance of other reasonable requests made by Buyer.

If after notice of termination of this Agreement, it is determined for any reason that Seller was not in default under the provisions of this clause or that the default was excusable under the provisions of this agreement, the rights and obligations of either Party shall be the same as if the notice of termination had been issued pursuant to the Termination for Convenience clause.
GC-15 Non‑waiver:

Failure by Buyer to insist upon strict performance of any of the terms and conditions hereof or failure or delay in exercising any rights or remedies provided herein or by law or to properly notify Seller in the event of breach or the acceptance of or payment for any Products hereunder or review of design, shall not release Seller from any of the warranties or obligations of this Agreement and not be deemed a waiver of any right of Buyer to insist upon strict performance hereof or a waiver of any of its rights or remedies as to any such Products regardless when shipped, received or accepted or as to any prior or subsequent default hereunder nor shall any termination of this Agreement by Buyer operate as a waiver of any of the terms hereof. A requirement that a Seller furnished document is to be submitted for or subject to "Authorization to Proceed", "Approval", "Acceptance", "Review", "Comment" or any combinations of such words or words of like importance shall mean unless the Agreement clearly indicates otherwise, that the Seller shall before implementing the information in the document submit the document to obtain resolution of any comments with Buyer’s authorization to proceed. Such review shall not mean that a complete check shall be performed. Authorization to proceed shall not constitute an acceptance or approval of design details, calculations, analyses, tests or construction methods or materials developed or selected by Seller and shall not relieve Seller from full compliance with requirements of this Agreement.

Those provisions of this Agreement that by their very nature survive payment, final acceptance or termination under the Agreement shall remain in full force and effect after such acceptance and payment.
GC-16 Governing law:

The validity, construction, interpretation, and effect of this Agreement shall be governed by the laws of nation excluding any choice of law rules which would refer the matter to the laws of another jurisdiction.

No modifications of these General Conditions shall be valid unless reduced to writing and signed by both Parties.
Special Conditions

Contents

SC-1 Definitions-

SC-2 Confidentiality Agreement-

SC-3 Backcharges

SC-4 Safety For Buyer And Company Representatives

SC-5 On-Site Services Of Seller’s Representatives

SC-6 Release Against Liens And Claims

SC-7 Completion And Delivery

SC-8 Compliance With Laws And Hazardous And Toxic Substances Requirements

SC-9 Health, Environment , Safety And Indemnity

SC-10 Buyer Furnished Equipment (Including Materials)

SC-11 Taxes & Duties

SC-12 Laws And Regulations

SC-13 Dispute Resolution

SC-14 Intellectual Property

SC-15 No advertising

SC-16 Ethical business Consideration

SC-17 Language

SC-18 Survivability

SC-19 Subcontractor Relations

SC-20 Retention Of Documents

SC-20 Contract Validation

SC-22 Order of Precedence

SC-23 United Nations Convention On Contracts

SC-1 Definitions:

"Affiliate" shall mean any corporation or other entity that directly or indirectly, through one or more intermediaries, controls or is controlled by or is under common control with another corporation or entity. The term "control" with respect to any entity means the possession directly or indirectly of the power to direct or cause the direction of the management and policies of such entity whether through the ownership of voting, securities by contract or otherwise.

"Agreement" means this purchase order including General Conditions, Special Conditions, Technical Services Agreement, all exhibits, schedules, and supplements hereto (each of which is hereby incorporated herein by reference) as amended from time to time.

"Applicable Laws" means laws, regulations and orders of the nation and all other laws applicable to the FACILITY, the Work, the Agreement, the Jobsite or any Work Site or Company, Seller or Buyer as appropriate.

"Contractor" means the Contractor entity executing this Agreement.

"Buyer" means Contractor-To the extent that Buyer is not the ultimate consumer of the Products being herein purchased. All rights, benefits and remedies conferred upon Buyer by this Agreement shall also accrue on and be available to and are for the express benefit of Company/Client/Facility Owner for whom the Products are purchased.

“Buyer Group” means Buyer, its Affiliates, its joint venturers, its Sub Contractors of any tier but excluding Seller and its and their respective directors, officers, employees (including agency personnel), servants, agents and Invitees but does not include any member of Seller Group or Company Group.
“Data” means ideas, know-how, inventions, designs, models, drawings, prints, samples, transparencies, specifications, reports, manuscripts, working notes, documentation, manuals, photographs, negatives, tapes, discs, electronic files, software or any other similar terms.
"Dispute" means any dispute, controversy or claim arising out of or relating to the Agreement or breach thereof including any question regarding its existence, validity or termination which the Parties shall address in accordance with Special Condition Article 9, “Dispute Resolution”.
“Effective Date” means the date of this Agreement
"Equipment" means any and all materials, supplies, equipment and facilities, of whatever nature, specified in the Agreement, intended to become a permanent part of the FACILITY.

"FACILITY" means the facility to be constructed/built at the Jobsite including all types of buildings, interconnections and utilities.

"Force Majeure" means an occurrence of the type and impact as more fully described in General Condition Article 4, “Force Majeure”.

“Intellectual Property” means patents, trademarks, services marks, copyrights, trade secrets and other forms of comparable property rights protected by an Applicable Law.

“Invitees” mean a third party invited to the Worksite by a Party in connection with the Work. Company Invitees exclude any members of Buyer Group and Seller Group and excludes any other Company Contractors. Buyer and Seller Invitees exclude any members of Company Group.

“Jobsite” means the location where the FACILITY is to be constructed.

"Notice Of Dispute" means the notice set forth in Special Condition Article 13, “Dispute Resolution” which may be served by one Party to the other Party in connection with a Dispute.

"Company" means xxxxxxxxxxxxxx and/or other successor and assigns in interest for whose benefit the PRODUCTS are purchased.

“Company-Contractor Contract” means that certain contract entered into between Company and Contractor entitled “Facility Plant Onshore Phase, Agreement No 12345678

“Company Group” means Company, its Affiliates, Company’s’ Other Contractors carrying out work in connection with the Project and its and their respective directors, officers, employees (including agency personnel), servants, agents and Invitees, but does not include any member of Buyer Group or Seller Group.

“Company’s Other Contractors” means all Contractors of Company other than Buyer that have executed a contract with Company.

“Party” means singularly Buyer or Seller and collectively Buyer and Seller. "Products" means the goods, materials, articles, equipment, supplies, drawings, data, processes and all other property and services, including design, expediting, inspection, delivery, installation, and testing, specified or required to furnish the items ordered hereunder specified in the Agreement.

"Project" means the design, procurement, construction, commissioning, testing ownership and initial operation & maintenance of the FACILITY with carrying out all activities incidental thereto pertaining to the Onshore Plant Project Phase according to the provisions within this contract or agreement.

“Project Documentation” means this Agreement and all hard copy with electronic versions of Project documents including but not be limited to drawings, P&IDs, PFDs, Isometrics, plot plans, general arrangements, materials requisitions, data sheets and calculations, indices, manuals, reports, procedures, estimates, accounts, summaries, compilations, agreements including Subcontractor agreements, related materials and any other document defined or described in any of the foregoing.

“Provisional Acceptance” has the meaning set out in the Company-Contractor Contract.

“Punch List Items” means those items identified as incomplete work under the Company-Contractor Contract in accordance to the latest approved drawings and specifications under such contract but which shall not prevent the safe operation of the plant or equipment and be rectified by Buyer.

“Seller Group” means Seller, its Affiliates, its joint venturers, its Subcontractors and its and their respective directors, officers, employees (including agency personnel), servants, agents and Invitees but does not include any member of Buyer Group or Company Group.

“Start Up Date” means the day on which feedstock is introduced into the FACILITY or part thereof with the intent to operate the FACILITY or part thereof.

“Subcontractor” means any company, individual or entity with whom Seller or any of Seller’s suppliers or SubContractors of any tier enter(s) into an agreement to perform any of the Work or to whom, Seller otherwise delegates performance of any of the Work.
"Taxes" means income or profits tax, employment tax, withholding tax, social security tax, Contractor tax, sales tax, property tax, consumption tax, value added tax, use and excise tax, turnover tax, capital tax, customs duties, import and export tax and all other taxes that are based on the revenues and compensation for services derived under this Agreement.

"Warranty Period" means the period of time set forth in General Condition Article 8, “Warranties and Guarantees" for all or any of the items & works..

"Work" means the work, jobs, services, goods, deliverables, and activities to be performed or provided by or on behalf of Seller under the Agreement as more fully defined in Section 1, “Scope of Work” including all necessary ancillary equipment, personnel and tools of trade to effect such work, jobs, services, goods, deliverables and activities.

“Work Site” means the locations where the Work is performed including all & every / any applicable locations through which the Work shall be manufactures, assembled, processed or transported.

Seller agrees to keep and maintain strict confidentiality about all Project Documentation and affairs of Buyer and Company, their Affiliates, the details Products and Work which may be revealed to Seller as a result of its performance of the Agreement respecting to all data collected, analyses made and reports or material prepared by Seller hereunder (“Confidential Information”). Seller shall discuss the business of Buyer or Company/their Affiliates only with representatives of Buyer or Company respectively. Seller shall not disclose to or discuss with a third party any affairs of Buyer or Company or their Affiliates without specific authorization of Buyer or Company respectively.

is disclosed to Seller by a party who is not under any legal obligation to Buyer or Company, their Affiliates or prohibiting such disclosure or

is known by Seller as evidenced by written record before disclosure under the Agreement,

The information is disclosed to Seller by a third party who did not receive the same, directly or indirectly, from Buyer, Company or its respective affiliates and who has, to the best of Seller’s knowledge, nothing is developed by Seller without benefit of any information of the Buyer, Company or its respective Affiliates, or

is required to be disclosed by a court of competent jurisdiction or by a governmental agency, provided that if Seller is required to disclose any such Confidential Information pursuant to this Article 2.6, Seller informs Buyer prior to such disclosure in sufficient time to enable Buyer to seek an appropriate protective order.

is required to be disclosed in an arbitration, mediation or court proceeding in order to enforce or defend Seller’s rights after taking reasonable steps to maintain confidentiality in such proceedings

The Parties acknowledge that the disclosure of any Confidential Information, except as expressly permitted by this Agreement, shall cause irreparable injury for which Buyer does not have an adequate remedy at law. Accordingly, Buyer may seek injunctive relief against the breach or threatened breach of any of the undertakings in the Agreement regarding confidentiality, in addition to any other legal remedies that may be available.

Buyer and Company shall have no obligation of confidentiality with respect to any information disclosed to Buyer by Seller Group and Buyer and Company shall be free to use or disclose any or all of such information contained in any drawing, record or other document to third parties without accounting to Seller. Therefore, unless, any such information is specifically and clearly identified in writing as requiring confidentiality, provided however, that any disclosure of the product of Seller’s Work by Company to third parties shall be represented to the third party as Company’s own work product, with no reference to Buyer or Seller.

In the event the Products or Work are found to be defective as to workmanship or materials or not to be in conformance with this Agreement, it is the responsibility of Seller to promptly correct any deficiency when so directed. Buyer shall take reasonable measures to discover such noncompliance as quickly as practical; however, failure to do so shall in no way relieve Seller of its responsibility during the term of this Agreement and for the warranty period to promptly make such modifications as are required.

If upon being notified by Buyer of deficient Work or Products and having been directed to correct the deficient Work or Products by a specific date, Seller states or by its actions indicates its inability or unshallingness to comply then Buyer shall proceed to accomplish the corrective work by the most expeditious means available to it and backcharge Seller for the cost of the required work. The cost categories for which Seller is liable hereunder are the same as those prescribed in the General Conditions Article titled "Warranties and Guarantees".

The cost of such back charge work shall be computed as follows:

Labour shall be charged at actual cost plus 60% to cover payroll additives.

Material shall be charged at net delivered cost.

Equipment and Tool Rentals shall be charged at prevailing rates in the area.

50% shall be added to items A, B and C for Buyer’s indirect costs, overhead, supervision and administration.

Before proceeding on such backcharge work, if available, Buyer shall furnish the Seller with a written estimate of the cost of performing the work and solicit Seller’s signed authorization to proceed. Regardless of Seller’s shallingness to provide such written authorization, the Buyer when forced to proceed with the work, upon completion of the work shall invoice the Seller for actual costs incurred, computed as shown above or withhold such sum from funds still due the Seller.

In the event the Buyer has to expend additional time performing expediting, inspection or engineering activities because the Seller states (or by its actions indicates) inability or unshallingness to complete the work in accordance with the terms of this agreement, the Buyer shall proceed to perform additional expediting, inspection or engineering to facilitate completion. This action shall be taken using Buyer’s personnel or agents and Buyer shall backcharge Seller for the cost of the work at a rate of US ---- Dollars/other currency per hour plus actual and reasonable expenses.

Seller shall ensure the safety of Buyer and Company representatives while present at or in Seller’s plants and the plants of Seller’s Subcontractors for any purpose in connection with the Products or any part thereof, being furnished by Seller under this Agreement. If at any time, a Buyer representative deems that the conditions at Seller’s plants or the plants of Seller’s Subcontractors are unsafe and promptly notifies Seller accordingly, Buyer’s representative(s) shall be entitled to suspend their activities (including but not limited to any activities relating to expediting, quality surveillance and delivery) at such plants until such time as the unsafe conditions are resolved by Seller to Buyer’s reasonable satisfaction.

If any Buyer activities are suspended under this clause, Seller shall promptly reschedule any work required to be conducted in the presence of a Buyer representative and Seller to be fully liable for any resulting delay(s). Seller shall also be liable for all costs (including but not limited to costs for labor, transportation and lodging) incurred by Buyer due to any such suspension and subsequent resumption of Buyer activities at Seller’s plants or the plants of Seller’s Subcontractors under this Agreement.
SC-5 on-site services of seller’s representatives:

Seller agrees that the terms and conditions of the attached Technical Services Agreement shall apply upon Buyer or one of its Affiliates requiring the services of Seller’s representative(s) at the Jobsite to provide guidance during erection/start-up or operator training. The representative shall be subject to Jobsite safety and procedure requirements inclusive of but not limited to insurance requirements. A technical service subcontract shall be issued by Buyer or one of Buyers’s Affiliates which Seller hereby agrees that it shall execute such a technical service subcontract upon the request of Buyer or one of its Affiliates.

Seller’s representative(s) is required to provide technical assistance, expert guidance and direction to Buyer during installation of Seller’s Products so as to ensure that the Products become fully operational in accordance with the requirements of this Agreement.

Except as otherwise set forth in this Article, Seller assumes full and exclusive ‘responsibility and liability’ for and shall make its Affiliates and Subcontractors similarly responsible for timely filing all applicable returns with promptly paying when due all Taxes, levies, fees, duties, assessments including other similar charges that are levied on Seller by any country.

If required by the country in which Work is being performed, Seller undertakes to register with the relevant tax authorities of such country.

Seller shall be solely responsible for payment of all its obligations and the payment by its Subcontractors of their obligations. Seller shall keep Company’s property free of liens filed by its Subcontractors. If any such lien is filed against Company’s property, Seller shall within ten (10) working days of such filing, commence appropriate action to remove such lien and shall thereafter, diligently pursue the release of such lien. Seller shall defend any action arising from its actions which result in the assertion of a lien including a worker’s, mechanic’s, vendor’s or materialman’s lien or other similar remedy. Buyer may audit Seller’s relevant records if a worker’s, mechanic’s, vendor’s or materialman’s lien or other similar remedy is asserted and Seller does not as soon as practical secure the release of or bond the same. Seller’s obligations set forth herein shall apply to such worker’s, mechanic’s, materialmen’s and vendor’s lien and related items as result from Seller’s failure to pay its employees and Subcontractors. Seller further agrees to use its best efforts to incorporate the substance of this provision into all of its agreements with Subcontractors

Seller and not Buyer or Company, shall be solely responsible and liable for all injury to or death of persons or damage to or loss of property of Seller or any of its Subcontractors occurring in or about any of its shops or factories or other places where the Work under this Agreement is performed including any injury or death to employees of Seller or any of its Subcontractors and Seller releases Buyer and Company for all liability therefrom.
SC-7 Completion And Delivery

The Products shall be completed by the date(s) specified in the Agreement except as varied by any change order. Strict compliance with such date(s) shall be the essence of the Agreement.

Seller shall provide at its own expense such reports, bar charts, schedules or data as Buyer deem necessary from time to time during the performance of the Agreement to confirm that the Products be completed by the required date(s).

If Seller fails to commence performance of the Work on receipt of the Agreement or if it appears that Seller may not be able to complete the Products by the required date or Seller fail so to do, Buyer may terminate the Agreement in accordance with General Conditions Clause 14 “Termination for Default” or take other actions as appropriate.

Any part of the Products ready for delivery before Buyer has authorised delivery shall be stored by Seller at its own risk and expense.

Performance

In the event Products fail to meet performance guarantees contained within the material requisition or elsewhere in this Agreement then Seller shall make good such failure in order to meet the required guarantee in a time frame acceptable to Buyer.
SC-8 Compliance With Laws And Hazardous And Toxic Substances Requirements:

In the performance of this Agreement, Seller shall (i) comply with and perform the Work in accordance with all Applicable Laws, rules, requirements and ordinances including but not limited to those relating to environmental law, toxic or hazardous materials, occupational health and safety (ii) remove and dispose of any pollutants, contaminants and other chemicals released upon or around the Jobsite or other Work Site arising from performance of the Work (if any), to the extent such release is due to such performance. If this Agreement calls for the transfer to Buyer/Company by Seller of any chemical substance or mixture or any material which may generate or release a chemical substance or any hazardous agent, Seller shall provide before or with said transfer a Material Safety Data Sheet (Federal OSHA Hazard Communication Standard, 29 CFR 1910.1200) and label which are current, accurate and complete, which include but are not limited to a statement of Product hazards and precautions for safe use. Copies of the Material Safety Data Sheet shall include the Purchase Order number, shipping location, and be sent to the shipping location identified in this Agreement.

Seller shall protect, defend, release, indemnify and hold harmless Buyer / Company Group from and against any and all health, environmental and safety claims, demands, liabilities, losses, damages, proceedings, causes of action and expenses (including court costs, attorneys' fees and other litigation costs) on account of or by reason of any and all citations, notice of violations or complaints, abatement obligations, assessments, fines and penalties which may be assessed by any and all federal, state, local or other government health, environmental and safety enforcement agencies arising out of the execution of WORK and to the extent based upon any and all violations of law by Seller Group.

If Buyer furnishes Products to Seller for Seller’s use in performing the Work under this Agreement, title of said Products shall remain with Buyer. Seller shall have full responsibility for Buyer owned Products including but not limited to risk of loss while at Seller’s or Seller’s Subcontractor’s facilities.

Seller shall acknowledge receipt of Buyer owned Products in good order.

Title remains with Buyer though the Products is stored in Seller’s facilities and said Product shall not be subject to any liens or bankruptcy proceedings.

The Products shall be stored safely and properly in the Seller’s facilities and have full value insurance coverage for fire, theft and third party liability provided by the Seller.

Seller shall indemnify Buyer/Company against any damages, injury or death which may occur as a result of the Buyer owned Products being located in the Seller’s facilities.

Seller shall be liable for and shall indemnify Buyer against all taxes, imports, duties, withholding taxes, charges or other dues or assessments of whatsoever nature levied on or chargeable to Seller or its Subcontractors in the nation of jobsite or elsewhere and payable on or in respect of anything done under the Agreement or in connection therewith.

Seller acknowledges that all Applicable Laws and regulations shall apply to the manufacture, sale and delivery of the Products. Seller shall execute and deliver to Buyer any documents as may be required to effect or to evidence such acknowledgment. All laws and regulations required to be incorporated in agreements such as this one are hereby incorporated herein by reference.

Resolution by Parties

In the event of any dispute, controversy or claim arising out of or relating to the Agreement or breach thereof including any question regarding its existence, validity or termination (a "Dispute"), the Parties shall attempt to settle such Dispute by mutual discussions between the Parties. Either Party may deliver to the other Party a written notice setting forth the nature of the Dispute and the relief or remedy requested (a "Notice Of Dispute") to commence this process of mutual discussions. If the Dispute has not been resolved by execution of a written agreement within thirty days (30) of delivery of a Notice Of Dispute, the Dispute may be referred to mediation by agreement of both Parties.

Mediation

The Parties shall jointly select a neutral mediator and schedule the mediation. The mediation contemplated by the Parties is intended to be a voluntary process to promote understanding and where possible, to arrive at a mutually acceptable resolution of their Dispute. A Party may withdraw from the mediation at any time. The mediation process shall be confidential and all information disclosed in the mediation shall be treated as compromise and settlement information for the purposes of any applicable rules of evidence. The Parties shall jointly share the cost of the mediation services.

Binding Arbitration

In the event a Dispute is not resolved by execution of a written agreement within sixty of delivery of a Notice Of Dispute, the Dispute shall be settled by binding arbitration in accordance with the Rules of Conciliation and Arbitration of the International Chamber of Commerce. The arbitration shall be held in nation or anywhere as agreed. The proceedings shall be in the English language. The Parties undertake to carry out the award without delay and waive their right to any form of appeal of the award insofar as they may validly waive such rights. Awards shall be final and binding on the Parties and judgment on any award may be entered in any court having jurisdiction. The arbitrator(s) may award attorneys’ fees and expenses and the cost of arbitration including administrative, arbitrator and expert witness fees and expenses to the prevailing Party. Each Party waives any defense to arbitration, suit, pre- or post-judgment execution or attachment based on sovereign immunity.

Selection of Arbitrator(s)

The Parties shall agree on the number of arbitrators to be appointed to resolve a Dispute. In the event the Parties agree to appoint a single arbitrator, this arbitrator shall be jointly selected by both Parties and be neutral and knowledgeable in the subject matter of the Dispute and experienced in arbitral proceedings. In the event the Parties agree to appoint three arbitrators, each Party shall select one arbitrator and these Party-appointed arbitrators shall select a third neutral arbitrator who shall be knowledgeable in the subject matter of the Dispute and experienced in arbitral proceedings. In the event the Parties cannot agree on the number of arbitrators or on a specific arbitrator, or a Party or the Party-appointed arbitrators fails to appoint an arbitrator, then the International Chamber of Commerce shall specify the number of arbitrators and/or nominate an arbitrator or arbitrators as the case may be.

Joinder of/in Related Arbitration

For purposes of this Special Condition, Seller hereby agrees upon the request of Buyer to be joined (as either a third, fourth or further party as the case may be) to any arbitration proceedings between Company and Buyer that arise out of or in any way relate to the Work, the Products, or the Agreement (a “Related Arbitration”). Seller hereby agrees that any such Related Arbitration to which Seller may be joined pursuant to this Article shall continue under the same arbitration rules as those under which it was commenced and with the same arbitration tribunal.

Tolling of Limitation Periods

Upon delivery of a Notice Of Dispute, all applicable statutes of limitation, prescriptive periods and defenses based on the passage of time shall be tolled while negotiation, mediation and/or arbitration are conducted pursuant to Special Condition Articles through The Parties shall take such action, if any, required to effectuate tolling.
SC-14 Intellectual property

All Project Documents required to be delivered to Buyer in respect of the Products produced or prepared by or for Seller or Subcontractor in physical or electronic form for and in the course of or as a result of performance of Work shall be the exclusive property of Buyer.

Subject to the provisions of this clause, Seller is hereby granted a non-terminable, non-exclusive, royalty-free license to copy and use the drawings, reports, microfilms, software, results, studies, calculations, data and any other documents or information including as-built drawings, operating and maintenance manuals in connection with Seller’s normal business development.
SC-15 No advertising:

Without Buyer’s prior written approval, Seller shall not publish or permit to be published or supplied to the press or other news media (including in-house magazines and speeches) any information regarding or photographs of the Work, including the award of this Agreement or Company’s business,

No member of Seller Group shall enter into any business arrangement with any director, employee or agent of Buyer or Company without prior written notification to Buyer and Company

No member of Seller Group or Buyer Group as the case may be, shall pay any fee, commission, material remuneration or other value to or for the benefit of any government official in connection with the Agreement for the purpose of influencing an act or decision in such government official’s capacity or inducing such government official to influence the government in violation of the National Corrupt Practices Act / any Applicable Law. If such payments are made by Seller, Buyer or Company shall have the right to require Seller to pay Buyer the amount of the prohibited payment and Buyer shall have the right to terminate the Agreement forthwith for default.
SC-17 Language:

All notices, directions, documents, drawings and other information provided by the Parties to each other and to Subcontractors shall be in English. The language for the day-to-day conduct of business pursuant to the Agreement also shall be English.

All provisions necessarily requiring survival beyond any termination of the Agreement including but not limited to those relating to audit, choice of law, confidentiality, dispute resolution, indemnity, insurance, taxation, title and warranty shall survive any such termination.

Seller shall provide Buyer with a complete list of all Products that Seller intends to procure from Subcontractors and a list of all proposed Subcontractors. Seller shall secure Buyer’s approval for any proposed major Subcontractor at any tier prior to suborder placement. Such approval shall not be unreasonably withheld. Determination of major Subcontractors shall be at Buyers sole discretion based on the consistency as well as authenticity of the proposal. All Work performed by any Subcontractor is to be performed in strict accordance with the requirements of the Agreement pertaining to conduct of the Work.

Company shall have no obligation to pay or to cause the payment of any monies to Seller or any Subcontractor or any other person acting through, under or on behalf of Seller or any Subcontractor.
SC-20 Retention of documents:

Seller shall, at no additional cost to Buyer, retain all project documentation for a minimum period of ten (10) years from the effective date the Agreement.

Additional provisions:- The invalidity or non-enforceability of any portion or provision of this Agreement shall in no way affect the validity or enforceability of any other portion or provision hereof. Any invalid or unenforceable portion or provision shall be deemed severed from this Agreement and the balance of the Agreement be construed and enforced as if the Agreement did not contain any such invalid or unenforceable provision.

All Agreement documents and subsequently issued Revisions are essential parts of this Agreement making mandatory the implication of a requirement occurring in one to be binding as though occurring in all. In resolving conflicts, discrepancies, omissions, misrecital or errors, the following order of precedence shall be used:

Agreement amendments

Agreement

Agreement terms

Section 11 - Special Conditions

Section 10– General Conditions

Data Sheets and drawings

Specifications
SC-23 United Nations convention on contracts

The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement. All the provisions mandated according to the said convention shall be disclaimed in and excluded from any further contract, subcontract or purchase order entered into by Seller in connection with this Work or Project in any form.

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Chapter 16