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Oyu Tolgoi Purchase Order General Conditions for the Supply of Goods (and

Associated Services)
TABLE OF CONTENTS

1. Definitions and interpretation 14.2 No exclusivity
1.1 Definitions
15. Supplier Personnel
1.2 Interpretation
15.1 Supplier Personnel
2. Evidence of Contract and precedence of 15.2 Engagement of Personnel
documents
15.3 Company may object to Personnel
2.1 Contract
15.4 Supplier responsibilities
2.2 Precedence of Contract documents
2.3 Entire agreement 16. Packing, despatch and transport
2.4 Amendment to be in writing 16.1 Supplier responsible
16.2 Where Company to arrange transport
3. Accuracy of information
16.3 Preparation for transport
3.1 No representation by Company
16.4 Notification of despatch dates
3.2 Supplier satisfied with accuracy
3.3 No relief 17. Inspection
3.4 Company not liable 17.1 Inspection
17.2 Access
4. Performance by Supplier
17.3 Cost of inspections
4.1 Supply
17.4 Testing
4.2 Consignment Stock
18. Health, safety and environment
5. Supplier's warranties
18.1 Application of Clause
5.1 Supplier's warranties
18.2 Supplier acknowledgement
5.2 Copies of trade warranties
18.3 Compliance with health, safety, environmental
6. Defects liability and community laws, policies and standards
6.1 Warranty 18.4 Health, Safety, Environmental and Community
6.2 Commencement of Defects Liability Management Plan
Period 18.5 Induction courses
6.3 Rectification of defects 18.6 Supplier to remain liable
7. Term 19. Right of audit of Supplier performance
8. Delivery, title and risk 19.1 Audit
8.1 Delivery 19.2 Action by Supplier
8.2 Title 20. Access to Site
8.3 Risk 20.1 Access
9. Contract Price 20.2 Supplier obligations
9.1 Contract Price 20.3 Right to deny access
9.2 Contract Price to be inclusive 20.4 No exclusive possession

10. Taxes 21. Compliance with Company policies
10.1 Taxes, Indirect Transaction Taxes and 21.1 Oyu Tolgoi LLC Policies
Withholding Tax – Foreign Supplier 21.2 Rio Tinto Business Practices and Standards
10.2 Taxes, Indirect Transaction Taxes and 22. Laws
Withholding Tax – Domestic Mongolian
Supplier 22.1 Compliance with laws
22.2 Consequences of breach
11. Customs and Excise Duties
23. Force Majeure
12. Payments to Supplier
23.1 Notice of Force Majeure
12.1 Method of payment
23.2 Force Majeure notice
12.2 Commercial Invoices
23.3 Obligation to remedy and mitigate
12.3 Payment of Commercial Invoices
12.4 Disputed Commercial Invoices 24. Insurances
12.5 Errors or exceptions in invoicing 24.1 Supplier Insurances
24.2 General and Product Liability Insurance
13. Deduction from payments
24.3 Workers' Compensation and Employer's Liability
13.1 Deductions Insurances
13.2 Deductions and withholdings required by 24.4 Supplier's Plant and Equipment
law
24.5 Goods in Transit
13.3 Notification of withholding or deductions
24.6 Insurance Terms
14. No minimum purchase or exclusivity 24.7 Notification under Supplier's policy
14.1 No minimum purchase 24.8 Sub-contractors' insurance

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24.9 Insurance claims and payments of 31.3 Indemnity
insurance excess 31.4 Procurement of Intellectual Property Rights
25. Indemnities 31.5 Procedure where Intellectual Property Rights
25.1 Acknowledgement cannot be procured
25.2 Indemnity 32. Notices
25.3 Exclusions 32.1 Form of Notices
25.4 No requirement for expense before 32.2 Notices deemed given
enforcing indemnity right
33. Costs
26. No fault termination 33.1 Each Party to bear its own costs
26.1 Termination Notice 33.2 Stamp duty
26.2 Obligations upon receipt of Termination
Notice 34. Status of Supplier
26.3 Obligations upon termination 34.1 Independent contractor
26.4 Supplier compensation 34.2 Partnership and joint venture suppliers

27. Supplier Default 35. Assignment and sub-contracting
27.1 Supplier Default Notice 35.1 Consent required
27.2 Supplier Default Notice requirements 35.2 Obligations survive assignment or sub-contract
27.3 Obligations upon termination 35.3 Status of Sub-contractor
27.4 No prejudice 36. Privacy and data protection
28. Dispute Resolution 36.1 Personal Data
28.1 Dispute 36.2 Warranty
28.2 Dispute Representatives to seek 36.3 Data protection
resolution 36.4 Individual complaints
28.3 Performance of obligations during Dispute 36.5 Supplier indemnity
28.4 Urgent interlocutory relief 37. Waiver
29. Confidentiality 38. Further assurances
29.1 Obligation of confidentiality
39. Severability
29.2 Exceptions
39.1 Severability
29.3 Breach of consent
39.2 Negotiation in good faith
29.4 Supplier acknowledgment
29.5 Indemnity 40. Governing law
29.6 Additional obligations 40.1 Governing Law
29.7 Return of Confidential Information 40.2 UN Convention – International Sale of Goods
40.3 Rights of third parties
30. Public announcements
41. Survival of terms
31. Intellectual Property Rights
31.1 Supplier Intellectual Property Rights 42. Contract language
31.2 Third party Intellectual Property Rights

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which relates to the business, affairs or activities of the
1. Definitions and interpretation
of the other Party or members of the Rio Tinto Group
(including in relation to the Supply) and which:
1.1 Definitions (a) is disclosed to the other Party or its Personnel by
In these General Conditions and the Contract the or on behalf of the Company;
following terms have the meanings set out below: (b) is generated by the other Party or its Personnel;
Accumulation Period means the period commencing or
on the first day of a calendar month and ending on the (c) otherwise comes to the knowledge of the other
last day of that calendar month. Party or its Personnel.
Affiliate means any corporation, company, partnership, Consignment Stock means Goods that are delivered to
limited partnership, limited liability company, joint the Delivery Point by the Supplier and title remains with
venture, or other form of enterprise, which controls, is the Supplier and may be ordered by the Company in
controlled by, or is under common control with, a Party. accordance with Clause 4.2.
Control, when used as a verb, means the ability, directly
or indirectly though one or more intermediaries, to direct Contract is defined in Clause 2.1.
or cause the direction of the management and policies Contract Price is defined in Clause 9.1.
of such entity through (i) legal or beneficial ownership of
voting securities or membership interests; (ii) the right to Customs Duties means any tax or tariff imposed,
appoint managers, directors or corporate management; claimed, levied or assessed by, or payable to, any
(iii) contract; (iv) operating agreement; (v) voting trust; or Government Agency in relation to the import or export of
otherwise; and when used with respect to a person, Goods.
means the actual or legal ability to control the actions of Deducted Amount is defined in Clause 13.2.
that person; and when used as a noun means an
interest which gives the holder the ability to exercise any Defects Liability Period means (as applicable) the
of the foregoing powers. period identified as such in the Purchase Order or,
where such period is not identified in the Purchase
Applicable Laws means any local, state, provincial, Order, the period of 1 year following receipt of a
territorial, national or federal laws, legislation, statutes, particular Good by the Company.
regulations, rules, treaties and orders of a Government
Agency which are applicable in the jurisdiction(s) where Delivery Point means the place identified in the
the Supply is to be performed and used or which relate Purchase Order for delivery of the Goods.
to a Party’s rights or obligations under the Contract.
Dispute is defined in Clause 28.1.
Associated Services means the services (if any)
Dispute Notice is defined in Clause 28.1.
identified in the Purchase Order that are to be
performed by the Supplier. Dispute Representative is defined in Clause 28.2(a).
Business Day means any day which is not a Saturday, Documentation includes plans, designs, drawings,
a Sunday or a public holiday and on which banks are calculations, engineering information, data,
open for business in the place in respect of which an specifications, sketches, notes, samples, reports, maps,
obligation is to be performed or, in respect of Clause 32, accounts, operating manuals, training materials and any
the place to which a Notice is sent. other material specified in the Contract (and whether
embodied in tangible or electronic form).
Cancellation Date is defined in Clause 27.2(b)(iii).
Domestic Mongolian Supplier means a supplier that is
Claim means any action, suit, proceeding or demand of
registered as a Mongolian business entity or individual
any kind (including by or against any or all of the
and a Mongolian taxpayer.
Company or its Personnel by Personnel of the Supplier
or any third party). Excise Duties means any tax imposed, claimed, levied
or assessed by, or payable to, any Government Agency
Commercial Invoice means an invoice or other
in relation to the production or manufacture of Goods.
document, including without limit a credit note or debit
note, in a form that is valid under the Applicable Law of Facilities means any transportation services at the Site,
the jurisdiction in which a liability to pay Indirect medical or toilet facilities.
Transaction Taxes is imposed, claimed, levied or
assessed, which must be held by a person for that Force Majeure means an event or cause which is
person to be able to claim Input Tax Credits. beyond the control of the Party claiming force majeure,
not able to be overcome by the exercise of reasonable
Company means Oyu Tolgoi LLC. care, proper precautions and the consideration of
reasonable alternatives with the intention of avoiding the
Company Competencies is defined in Clause 18.5(b).
effects of the force majeure by that Party, and which
Company Induction Courses is defined in Clause could not have been reasonably foreseen, and includes
18.5(a). (subject to satisfying the requirements of the foregoing):
Company Representative is, initially, as defined in the (a) an act of God (other than adverse weather);
Purchase Order, and includes:
(b) cyclones, fire, flood; or
(a) such other person as the Company may, in
(c) acts of war, acts by by Mongolian Government
writing, substitute for that representative; or
Agencies, acts, acts of public enemies, terrorist
(b) any person authorised by that representative to acts, riots or civil commotions.
perform any of that representative’s powers,
Foreign Supplier means a supplier that is not
duties, discretions or authorities.
registered as a Mongolian business entity or individual
Company's Personal Data means the Personal Data and Mongolian taxpayer.
that the Company transfers to the Supplier from time to
Goods means the goods, materials, supplies,
time in connection with the Contract.
equipment or other items identified in the Purchase
Confidential Information means the Contract, and any Order.
information (in whatever form) or Documentation of a
Government Agency means any government or
confidential nature (or which the receiving Party or its
governmental, regulatory semi-governmental,
Personnel ought reasonably to know to be confidential)
Oyu Tolgoi Purchase Order General Conditions for Goods Version : February 2018 Page 3
administrative, municipal, fiscal or judicial body, for Organizing Occupational Safety and Health training
department, commission, authority, tribunal, agency and exams by Order No. A/33 of the Minister of Labour
bureau, Official, minister, Crown corporation, or entity, of Mongolia issued February 5, 2016 and associated
dispute settlement panel or body or other law-, rule- or laws, norms and regulations, as introduced and
regulation-making entity. amended from time to time.
HSEC means health, safety, environment and Onshore Services means Associated Services physical
community. performed or provided inside the territory of Mongolia
and such Services may be and liable to 20% withholding
HSEC Management Plan(s) is defined in Clause
tax (subject to applicable tax treaty exemption or
18.4(a).
reduction in rates).
HSEC Policies and Standards is defined in Clause
Party means a party to the Contract.
18.3(a).
Payment Term is defined on the Purchase Order.
Indemnified Parties means the Company and the
Company’s Personnel. Personal Data means information relating to identifiable
individuals and includes (but is not limited to all
Indirect Transaction Taxes means any value added
information relating to individuals that is protected by
tax, goods and services tax or similar tax including,
privacy laws or data protection laws in the country
without limit, sales, use or consumption taxes, imposed,
where:
claimed, levied or assessed by, or payable to, any
Government Agency, but does not include any related (a) the individuals are located; or
penalty, fine or interest thereon.
(b) the data relating to those individuals is processed.
Input Tax Credit means any entitlement to a credit for,
Personnel means:
or offset against, reduction in or refund of, Indirect
Transaction Taxes, in relation to any acquisition or the (a) in relation to the Supplier, any of its employees,
receipt of any supply. Sub-contractors (including Sub-contractors’
Personnel), agents and representatives involved
Intellectual Property Rights means all industrial and
either directly or indirectly in the performance of
intellectual property rights whether protectable by
the Supply;
statute, at common law or in equity, including all
copyright and similar rights which may subsist or may (b) in relation to the Company, or a member of the
hereafter subsist in works or any subject matter, rights in Rio Tinto Group, any of its past or present
relation to inventions (including all patents and patent officers, employees, agents or representatives;
applications), trade secrets and know-how, rights in and
relation to designs (whether or not registerable), rights in
relation to registered or unregistered trade marks, circuit (c) in relation to a Sub-contractor, any of its
layout designs and rights in relation to circuit layouts, employees, agents or representatives involved
but excludes non-assignable moral rights and similar either directly or indirectly in the performance of
non-assignable personal rights of authors and the Supply.
producers. Processing means collecting, holding, using,
Liabilities means damages, Claims, losses, liabilities, transferring, destroying and any other dealing.
costs and expenses of any kind. Purchase Order means individual purchase orders as
Mongolian VAT Receipt means a receipt that complies may be issued by the Company to the Supplier in
with the requirements of Mongolian Value Added Tax respect of the supply of Goods or the performance of
(VAT) Law. Associated Services which shall be subject to the terms
of the Contract.
Mongolian Workplace Payment means the Mongolian
workplace fee imposed under the Law of Mongolia on Rio Tinto Group means the dual listed company
Sending Labour Force Abroad and Receiving Labour structure incorporating Rio Tinto plc and Rio Tinto
Force and Specialists from Abroad for foreign (non- Limited and including:
Mongolian) workers in Mongolia who are engaged in the (a) any Affiliate of Rio Tinto plc or Rio Tinto Limited;
performance of services or delivery of any Goods
hereunder (whether employed by the Supplier or by (b) any unincorporated joint venture in which Rio
Sub-contractors). Tinto plc or Rio Tinto Limited or any Affiliate of
Rio Tinto plc or Rio Tinto Limited has a
Official includes: participating interest of not less than 50%;
(a) any officer or employee of any Government (c) any body corporate or unincorporated joint
Agency, or any person acting in an official venture managed by Rio Tinto plc or Rio Tinto
capacity on behalf of any such Government Limited or any Affiliate of Rio Tinto plc or Rio
Agency; Tinto Limited (and includes includes Oyu Tolgoi
(b) any officer, employee or official of a political party; LLC); and

(c) any candidate for political office; or (d) such other entities as the Parties agree in writing.

(d) any officer or employee of a public international Rio Tinto Limited means Rio Tinto Limited (ABN 96
organisation (for example, the United Nations, 004 458 404) having its registered office at 33rd Floor,
IMF or World Bank). 120 Collins Street, Melbourne, Victoria, 3000.

Offshore Services means Associated Services physical Rio Tinto plc means Rio Tinto plc (Company No.
performed or provided outside the territory of Mongolia 719885) of2 Eastbourne Terrace, London W2 6LG,
and are exempt from withholding tax. United Kingdom.

OSH Laws means the Labour Law enacted on 14 May Site means the Company's premises identified in the
1999, Law of Mongolia on Occupational Safety and Purchase Order.
Health enacted on 22 May 2008 and the Norms for Specifications means the specifications for the Supply
Establishing a Council and Employing a Health and and any modification of those specifications as directed
Safety Officer by Order No. A/114 of the Minister of by the Company Representative in accordance with the
Labour of Mongolia issued June 22 2015, the Regulation Contract.
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Sub-contractor means any person engaged by the (j) A reference to use in the context of dealing
Supplier in accordance with Clause 35 to perform all or with Intellectual Property Rights includes
any part of the Supply on behalf of the Supplier. using , exploiting, copying, adapting, creating
derivate works, developing, modifying,
Supplier means the Party (as identified in the Purchase
disclosing and communicating
Order) responsible for providing the Supply.
(k) A reference to conduct includes, without
Supplier Default Notice is defined in Clause 27.1.
limitation, an omission, statement or
Supplier Insurances is defined in Clause 24.1. undertaking, whether or not in writing.
Supplier Representative is defined in the Purchase (l) Where it is provided that the Supplier will
Order. perform any act or provide any thing at its
cost, this means the Supplier will not be
Supply means the supply of Goods and the entitled to any additional compensation for
performance of any Associated Services in accordance such act or thing and the cost will be deemed
with the Contract. to be included in the Contract Price. Every
Supply Chain means all steps and processes involved exemption, limitation, defence, immunity,
in the provision of the Supply to the Company, indemnity or other benefit contained in the
commencing with the sourcing of the Goods and (if Contract or otherwise to which the Company’s
applicable) Associated Services and finishing with the Personnel, a member of the Rio Tinto Group
use of the Goods and Associated Services by the or its Personnel is entitled will be held by the
Company. Company as trustee for the benefit of, and will
extend to protect, the Rio Tinto Group
Tax or Taxes means, unless the contrary intention is member and those Personnel.
expressed, any and all taxes, including, without
limitation, Indirect Transaction Taxes, excise, stamp, (m) It is not necessary for the Company, a
documentary, customs, import/export, payroll, personal, member of the Rio Tinto Group or their
property, real property, interest equalisation, business, respective Personnel to incur expense or
occupation, turnover, income, corporation, capital, make payment before enforcing a right of
profits, gains, gross receipts, or other taxes, fees, indemnity conferred by the Contract.
withholdings, imposts, levies, duties or other charges of (n) If the date for payment of any monies under
any nature whatsoever or whensoever, together with the Contract falls on a day that is not a
any penalties, fines or interest thereon or similar Business Day, the payment will be due on the
additions thereto, imposed, levied or assessed by any following Business Day.
Government Agency or otherwise payable. For the
avoidance of doubt, “Taxes” includes Mongolian 2. Evidence of Contract and precedence of documents
Workforce Payments.
Tender means the Supplier’s offer or counter-offer in 2.1 Contract
writing to perform the Supply whether described as a
"tender" or "proposal" or otherwise. The Contract consists of the following documents:

Term is defined in Clause 7. (a) the Purchase Order;

Termination Notice is defined in Clause 26.1. (b) these General Conditions;
(c) any other document which is attached to, or
1.2 Interpretation incorporated by reference in, the Purchase
(a) Headings are for convenience only and do not Order or these General Conditions.
affect interpretation. The following rules apply
unless the context requires otherwise. 2.2 Precedence of Contract documents

(b) The singular includes the plural and If there is any conflict or inconsistency between the
conversely. documents constituting the Contract, unless otherwise
provided, the documents will rank in order of
(c) A gender includes all genders. precedence in accordance with the order in which they
(d) If a word or phrase is defined, its other are listed in Clause 2.1.
grammatical forms have a corresponding
meaning. 2.3 Entire agreement

(e) The meaning of general words is not limited (a) The Contract contains the entire agreement
by specific examples introduced by including between the Company and the Supplier with
or for example. respect to its subject matter and supersedes
all prior communications and negotiations
(f) A reference to a person, corporation, trust, between the Company and the Supplier in this
partnership, unincorporated body or other regard, unless those communications
entity includes all of them. expressly form part of the Contract.
(g) A reference to a person or a Party includes a (b) No terms or conditions submitted by either
reference to that person's or Party's party that are in addition to, different from or
executors, administrators, successors, inconsistent with those contained herein or in
substitutes (including persons taking by way the Purchase Order, including, without
of novation), assigns (in the case of a person) limitation, the Supplier’s printed terms and
and permitted assigns (in the case of a Party). conditions, and any terms and conditions
(h) A reference to a Clause is a reference to a contained in any Supplier’s quotation, invoice,
clause of, these General Conditions. order acknowledgment, confirmation,
acceptance, bill of lading or other instrument,
(i) A reference to an Act, Law or legislation, shall be binding upon either party unless
includes a modification or re-enactment of it, a specifically and expressly agreed to in a
legislative provision substituted for it and a writing signed by duly authorised
regulation or statutory instrument issued representatives of both parties.
under it.
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2.4 Amendment to be in writing Company’s specifications (where those
specifications are made known to the
No amendment or variation of the Contract is valid or
Supplier) or in the absence of such
binding on a Party unless made in writing and signed by
specifications, in accordance with any
the Supplier and the Company.
applicable standards set by the International
3. Accuracy of information Organization for Standardization (ISO) or
where there are no such standards applicable
internationally recognized standards;
3.1 No representation by Company
(c) in relation to the performance of the Supply:
The Company has endeavoured and will continue to
endeavour (without being obliged to do so) to ensure the (i) the Supplier and its Personnel will
accuracy of any information provided to, or obtained by, exercise the standards of diligence,
the Supplier or its Personnel through a conducted Site skill and care normally exercised by
visit, a pre-bid conference or otherwise obtained by the a similarly qualified and competent
Supplier or its Personnel from the Company. However, person in the performance of
the Company does not warrant or guarantee the comparable work; and
accuracy, sufficiency or otherwise of such information (ii) any equipment used on-Site by the
and disclaims all responsibility for it. The Parties Supplier will be in safe working
acknowledge that any information so provided is for the condition, will comply with all
convenience of the Supplier only and does not form part legislation which is applicable to
of the Contract unless otherwise expressly agreed by such equipment and will be
the Parties in writing, and that any Tender submitted by operated by suitably qualified and
the Supplier and its subsequent execution and competent Personnel, to the
performance of the Contract is deemed to have been satisfaction of the Company; and
based on the Supplier’s own investigations and
determinations. (d) in relation to the provision of Goods as part of
the Supply:
3.2 Supplier satisfied with accuracy (i) the Goods will be of merchantable
The Supplier agrees that it has satisfied itself as to the quality;
accuracy of any information given to it at any time prior (ii) the Goods will be free from defects
to the execution of the Contract and accepts full in design, materials and
responsibility for any use by it of such information workmanship, and suitable for the
including, without limitation, responsibility for any relevant purpose of those Goods;
conclusions drawn by it from such information.
(iii) it has good and marketable title to
3.3 No relief the Goods and the Company will
receive title to the Goods free of any
Failure by the Supplier to do all or any of the things it is charge or encumbrance; and
deemed to have done under this Clause 3 will not
relieve the Supplier from any of its obligations under the (iv) it will obtain at its cost all usual
Contract. trade warranties and any warranties
specifically requested by the
3.4 Company not liable Company and that on completion of
the Supply it will assign the benefit
The Company is not liable for any Liabilities incurred or of any such unexpired warranties to
suffered by the Supplier as a result of its reliance in any the Company including any
way upon any information given to it by the Company. warranties obtained from the
Supplier’s Sub-contractors.
4. Performance by Supplier
(e) all information and materials forming part of
the Tender (if any) are true and correct in
4.1 Supply every respect and are not misleading or
The Supplier must perform the Supply in accordance deceptive and the Supplier has not withheld
with the terms of the Contract and in consideration of from the Company any information concerning
the payment of the Contract Price by the Company. the Supplier, its experience or expertise which
might reasonably be supposed to be material
4.2 Consignment Stock to the Company in determining whether or not
to engage the Supplier to perform the Supply
If a Contract includes the provision of Consignment or the price at which or the terms on which the
Stock, the Supplier must delivery Consignment Stock in Company would be prepared to engage the
accordance with the Contract. The Company is not Supplier to perform the Supply.
taken to have purchased or ordered Consignment Stock
until such time as it is removed from the warehouse or 5.2 Copies of trade warranties
consumed by the Company.
Copies of trade warranties referred to in Clause
5. Supplier's warranties 5.1(d)(iv) must be supplied to the Company with
Commercial Invoices.
5.1 Supplier's warranties 6. Defects liability
In addition to the warranty contained in Clause 31.2 and
the warranty contained in Clause 6.1, the Supplier 6.1 Warranty
warrants that:
The Supplier warrants each Good against any defect
(a) all of the Supply will be provided in an efficient which arises during the Defects Liability Period.
manner in accordance with all applicable
legislation and laws or regulations;
(b) all of the Supply will be of the highest
standard and in accordance with the
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6.2 Commencement of Defects Liability Period 9. Contract Price
In respect of each Good (excluding Consignment
Stock), the Defects Liability Period will commence on 9.1 Contract Price
and from the date that Good is accepted by the
Company Representative in writing. In respect of The Contract Price means the aggregate amount
Consignment Stock the Defects Liability Period payable (excluding Indirect Transaction Taxes payable
commences on the date that the Good is issued from in accordance with Clause 10) by the Company to the
the Company’s warehouse. Supplier in relation to the Supply.

6.3 Rectification of defects 9.2 Contract Price to be inclusive

Upon receipt of a notice from the Company All expenses incurred by the Supplier in relation to the
Representative of any defect in any Good during the provision of the Supply, including, without limitation,
Defects Liability Period due to defective design, travel expenses and subsistence expenses, will be
materials, workmanship, unmerchantable quality or deemed to be included in the Contract Price and the
unfitness for intended purpose, the affected items or Contract Price includes any applicable Taxes.
parts must be redesigned, repaired or replaced as 10. Taxes
appropriate by the Supplier at no cost to the Company
prior to the expiration of the time specified in the notice.
If the Supplier fails to make the necessary redesign, 10.1 Taxes, Indirect Transaction Taxes and Withholding
repair or replacement within the period specified, the Tax – Foreign Supplier
Company may perform or cause to be performed such
redesign, repair or replacement at the Supplier's risk (a) If the Supplier is a Foreign Supplier then the
and cost and any costs and expenses incurred by the provision of this Clause 10.1 shall apply.
Company will be recoverable from the Supplier as a (b) The Supplier is responsible at its own cost for
debt due and payable. complying with all Applicable Laws,
7. Term regulations and administrative requirements of
any Government Agency relating to Taxes.
The Contract will commence on the earlier of the date of (c) Payment of Taxes
acknowledgment of receipt of the Purchase Order by the
(i) Except as provided in Clause
Supplier or the date the Supplier commences to perform
10.1(c)(ii) below, the Supplier is
the Supply, and will remain in force, unless terminated
responsible for paying (which term,
earlier in accordance with the Contract, until the
for purposes of this Clause
completion by the Supplier of all of its obligations under
10.1(c)(i), includes withholding and
the Contract (Term).
remitting, as applicable) any and all
8. Delivery, title and risk Taxes arising or imposed by or
under the authority of any
Governmental Authority anywhere
8.1 Delivery in the world in connection with the
The Supplier must deliver the Goods to the Delivery performance of services (or delivery
Point on or before the date specified in the Contract. of any goods) under this Contract.
Time is of the essence in relation to the obligation to In this respect, the Supplier shall
complete delivery of Goods to the Delivery Point on or apply for and use its best endeavors
before the date specified in the Contract. to receive the benefit of all VAT
credits and refunds available under
8.2 Title Applicable Law. The Supplier shall
also consult and cooperate with the
(a) Full unencumbered title to each Good Company in seeking, and use its
(excluding Consignment Stock) will pass to best endeavors to obtain,
the Company upon the earlier of: exemptions from or reductions in
customs and import duties payable
(i) the Company making payment in
on materials or components
full to the Supplier for that Good; or
intended for incorporation into
(ii) the Good being delivered to the goods (if any). All Taxes payable
Delivery Point, (if applicable) by the Supplier shall be included in
inspected in accordance with the Contract Price and shall not be
Clause 17 and accepted by the in addition to the Contract Price.
Company Representative.
(ii) Subject to Clause 10.1(c)(iii) below,
(b) Full unencumbered title to each item of the Company is responsible for
Consignment Stock will pass to the Company paying the following Taxes arising
upon the earlier of: or imposed by or under the authority
of the government of Mongolia in
(i) the Company making payment in connection with the performance of
full to the Supplier for that services (or delivery of any goods)
Associated Good; or under this Contract for any services
(ii) the Associated Good being performed (or any Goods delivered)
removed from the Company’s within the territory of Mongolia,
warehouse or otherwise being Company is responsible for paying
consumed by the Company. any Mongolian Value-Added Tax
imposed on such services (or
8.3 Risk goods) under Chapter 3 of the
Mongolian Value-Added Tax Law
Risk in each Good will remain with the Supplier until its (“Mongolian VAT”).
delivery to, and acceptance by the Company
Representative. (iii) The Company shall pay any Taxes
under Clause 10.1(c) by direct
Oyu Tolgoi Purchase Order General Conditions for Goods Version : February 2018 Page 7
payment to the relevant Mongolian Government Agency, including
tax authority if direct payment is company registration and VAT
permitted by law. If direct payment registration certificates; and
is not permitted by law, the Supplier
(ii) Commercial Invoices in form and
shall pay such Taxes and the
substance satisfactory to the
Company shall reimburse the
Company.
Supplier therefor.
(i) If a payment by the Company to the Supplier
(d) As the Supplier is not a registered Mongolian
hereunder does not include a withholding tax
business entity and taxpayer, the Company
deduction but such deduction was required
will deduct withholding tax from payments to
under applicable law, or if a payment to the
the Supplier if required under Mongolian law.
Supplier hereunder does include a withholding
In such circumstances, commencing with the
tax deduction but under applicable law such
first Commercial Invoice submitted by the
deduction was required to be made at a
Supplier, the Company will deduct from
higher rate, then the Supplier shall reimburse
payments to Supplier the withholding tax that
or otherwise pay the Company the amount
Company is legally obligated to withhold, remit
that should have been deducted or deducted
such tax to the appropriate Government
at a higher rate within fourteen (14) days of
Agency, and forward the appropriate receipts
receiving an official receipt (or certified copy
or similar documentation to Supplier
thereof) or other documentation evidencing
evidencing such remittance. Such withholding
the amount that was required to have been
taxes payable by Company will be included in
deducted or deducted at a higher rate.
the Contract Price, not in addition to the
Contract Price. (j) Supplier releases, indemnifies and shall
defend the Company from and against any
(e) A domicile certificate will be required if the
and all liabilities, claims, damages, losses and
Supplier provides Onshore Services and if the
expenses (including reasonable attorneys’
Supplier’s country has a double tax treaty with
fees, fines, penalties and interest thereon)
Mongolia. If the Supplier is Foreign Supplier,
arising from the Supplier or any Sub-
then the Supplier must provide with its first
contractor’s failure to discharge its obligations
invoice and annually thereafter to the
with respect to Taxes and tax laws.
Company hereunder this valid certificate of
domicile from its applicable taxation authority.
If the Supplier fails to provide a valid 10.2 Taxes, Indirect Transaction Taxes and Withholding
certificate of domicile, or if such certificate of Tax – Domestic Mongolian Supplier
domicile fails to demonstrate to the (a) If the Supplier is a Domestic Mongolian
Company’s reasonable satisfaction that the Supplier then the provision of this Clause 10.2
Supplier is entitled to an exemption from or a shall apply.
reduced rate for any Mongolian withholding
tax in accordance with a double-taxation (b) The Supplier is responsible at its own cost for
treaty between Mongolia and the Supplier’s complying with all Applicable Laws,
country of domicile, then the Company shall regulations and administrative requirements of
deduct withholding tax at the full standard rate any Government Agency relating to Taxes.
under Mongolian law in accordance with the (c) Payment of Taxes
General Conditions.
(i) The Supplier is responsible for
(f) If the Foreign Supplier as a result of providing paying (which term, for purposes of
any Onshore Services within the territory of this Clause 10.2(c), includes
Mongolia causes a permanent establishment withholding and remitting, as
to arise within Mongolia, then it shall inform applicable) any and all Taxes
the Company as soon as possible, register arising or imposed by or under the
itself for Mongolian income tax purposes, and authority of any Governmental
file its own tax returns and pay its own taxes Authority anywhere in the world in
on the income earned from providing these connection with the performance of
Onshore Services within the territory of the services (or delivery of any
Mongolia. The Company will then not deduct goods) under this Contract. In this
any withholding taxes during the period the respect, the Supplier shall apply for
permanent establishment exists and the and use its best endeavors to
Supplier will accordingly indemnify the receive the benefit of all VAT credits
Company from any tax liability arising from and refunds available under
failing to deduct this withholding tax including Applicable Law. The Supplier shall
any associated fines, penalties and interest. also consult and cooperate with the
(g) The Supplier must issue separate Commercial Company in seeking, and use its
Invoices for all: best endeavors to obtain,
exemptions from or reductions in
(i) Goods; and customs and import duties payable
(ii) Onshore Services; on materials or components
intended for incorporation into
(iii) Offshore Services; and goods (if any). All Taxes payable
by the Supplier shall be included in
(iv) expenses that are stated as cost
the Contract Price and shall not be
reimbursable.
in addition to the Contract Price.
(h) Upon written request from the Company, the
(d) Upon written request from the Company, the
Supplier must provide to the Company:
Supplier must provide to the Company:
(i) any and all other information and
(i) any and all other information and
forms necessary to enable the
forms necessary to enable the
Company to comply with any
Company to comply with any
request for tax information from any
Oyu Tolgoi Purchase Order General Conditions for Goods Version : February 2018 Page 8
request for tax information from any is incomplete or inaccurate and the Goods will
Government Agency, including not be considered delivered until the
company registration and VAT documentation is complete and correct.
registration certificates;
12. Payments to Supplier
(ii) Commercial Invoices in form and
substance satisfactory to the
Company; and 12.1 Method of payment

(iii) Mongolian VAT Receipts in a form Unless otherwise provided in the Contract, all payments
that complies with the requirements required to be made to the Supplier by the Company
of Mongolian Value-Added Tax pursuant to the Contract in relation to the performance
Law. of the Supply must be made in the currency specified in
the Purchase Order by electronic funds transfer into the
(e) Supplier releases, indemnifies and shall Supplier’s nominated bank account.
defend the Company from and against any
and all liabilities, claims, damages, losses and 12.2 Commercial Invoices
expenses (including reasonable attorneys’
fees, fines, penalties and interest thereon) (a) The Supplier must, unless otherwise agreed
arising from the Supplier or any sub- with the Company, render an Commercial
Supplier’s failure to discharge its obligations Invoice to the Company in relation to the
with respect to Taxes and tax laws. provision of the Supply at the end of each
month during the period in which Supply is
(f) As the Supplier is a company registered in provided and calculated by reference to the
Mongolia, the Supplier acknowledges that if prices, fees or other amounts specified in the
the Contract specifies that the Company will Purchase Order.
provide the Supplier with accommodation,
food or flights then: (b) Commercial Invoices must be in a form
acceptable to the Company and must contain
(i) the Company will issue a the following information:
Commercial Invoice to the Supplier
for the cost associated with such (i) the number of the Purchase Order
accommodation, food or flights to which the Commercial Invoice
including the VAT applicable on relates;
accommodation, food or flights; and (ii) a brief description of the Supply
(ii) the Supplier may issue a provided in the period covered by
Commercial Invoice the Company the Commercial Invoice; and
an amount equal to the invoice (iii) any further verification or
provided by the Company. documentation in relation to the
11. Customs and Excise Duties Commercial Invoice as is
reasonably required by the
(a) Where the Company elects to acquire Goods Company.
that are inclusive of freight costs, the Supplier
will: 12.3 Payment of Commercial Invoices

(i) be responsible for, and remit Subject to Clauses 12.4, 13, 24.6(e)(i) and 27.2(b), the
payment of all Customs Duties Company must pay to the Supplier the amount shown
assessed by or payable to any on the Commercial Invoice by the Payment Date.
Government Agency as well as any
other foreign shipping charges; and 12.4 Disputed Commercial Invoices

(ii) where applicable, ensure that the If the Company disputes any amount shown on an
Goods may be imported free of Commercial Invoice, it must notify the Supplier within 21
Customs Duties through the use of days of receipt of the Commercial Invoice and must pay
applicable bilateral free trade any amounts not in dispute in accordance with Clause
agreements (or the equivalent). 12.3, provided that the payment by the Company of any
amount the subject of a disputed Commercial Invoice is
(b) Regardless of the shipping or freight terms not to be considered as an acceptance of the amount in
used, the Supplier will, at the Company’s dispute or of the Company’s liability to make that
request, provide the Company with all payment.
information and documentation necessary for
the Company to comply with Applicable Laws 12.5 Errors or exceptions in invoicing
in relation to applications or certifications for
Customs Duties concessions or bilateral free Without limiting Clause 12.3, if the Supplier discovers or
trade agreements (or the equivalent), in each is advised of any errors or exceptions relating to its
case in form and substance satisfactory to the invoicing for the Supply, the Supplier and the Company
Company. Where the Company succeeds in will jointly review the nature of the errors or exceptions,
such applications, the Supplier will obtain and the Supplier must, if appropriate, take prompt
Custom Duties refunds and pass on any corrective action and adjust the relevant invoice or
Customs Duties savings to the Company. refund overpayments.
(c) Regardless of the shipping or freight terms 13. Deduction from payments
used, the Supplier must provide all
documentation identified in the Contract prior
to delivery of the Goods to the relevant freight 13.1 Deductions
forwarding company. The Supplier The Company may:
acknowledges that where the Company is
responsible for freight costs then the (a) deduct from any moneys due or becoming
Company’s freight forwarding company may due to the Supplier pursuant to Clause 12.3
refuse to take the Goods if the documentation the following amounts (plus any Indirect

Oyu Tolgoi Purchase Order General Conditions for Goods Version : February 2018 Page 9
Transaction Taxes in respect of such 14. No minimum purchase or exclusivity
deductions payable in accordance with Clause
10):
14.1 No minimum purchase
(i) all debts and moneys due from the
Supplier or its Personnel to the Nothing in the Contract obliges the Company to request
Company; or acquire any minimum level of Supply from the
Supplier.
(ii) all Liabilities which the Company
may have paid, suffered or incurred 14.2 No exclusivity
and which or for which the Supplier
or its Personnel is or are liable to The Contract is not evidence of, nor does it create, an
bear, pay or reimburse to the exclusive relationship between the Company and the
Company (including pursuant to any Supplier in respect of the Supply (or any aspect of it).
indemnity contained in the 15. Supplier Personnel
Contract); and
(iii) the cost of remedying any defective
or damaged Goods or performance 15.1 Supplier Personnel
of the Associated Services below a The Supplier is required to supply all Personnel
standard acceptable to the necessary for the proper performance of the Supply.
Company; or Such Personnel must be appropriately qualified,
(b) without prejudice to the Company’s rights competent and skilled to perform the relevant part of the
pursuant to any other provision of the Supply in respect of which they are engaged.
Contract, if the Supplier fails to perform any of
its obligations under the Contract, without 15.2 Engagement of Personnel
notice withhold payment of all or part of any The Supplier must ensure that all Personnel of the
amount payable to the Supplier under the Supplier engaged to provide any part of the Supply
Contract, until the matter has been remedied. comply with Clauses 29 and 31 with respect to
Confidential Information and Intellectual Property Rights.
13.2 Deductions and withholdings required by law
(a) If the Company is required by law to withhold 15.3 Company may object to Personnel
or deduct any amount (Deducted Amount) The Company Representative may object to any of the
from an amount payable under the Contract, Supplier’s Personnel who, in the opinion of the
the Deducted Amount will be treated as Company Representative, is lacking in appropriate skills
having been paid to the Supplier when it is or qualifications, engages in misconduct or is
withheld or deducted and the Company will incompetent or negligent. The Supplier must remove
not be liable to pay any amount on account of such Personnel upon receipt from the Company
the Deducted Amount to the Supplier. Representative of notice requiring it to do so and must
(b) If the Company fails to withhold or deduct a not re-employ that person in connection with the Supply
Deducted Amount, the Company may: without the prior written consent of the Company
Representative. In addition, the Supplier must at its cost
(i) give notice to the Supplier replace such removed Personnel with suitably qualified,
demanding payment of an amount competent, skilled and approved Personnel.
equal to the Deducted Amount and
the Supplier will pay that amount to 15.4 Supplier responsibilities
the Company within 30 days of
receiving the notice; (a) Unless otherwise specified in the Contract, the
Supplier is responsible for providing all
(ii) deduct an amount equal to the necessary visas and work permits required for
Deducted Amount from any its Personnel to complete the Associated
amounts payable by the Company Services (if applicable).
to the Supplier and the amount so
deducted will be treated as having (b) Without limiting Clause 22, the Supplier is
been paid to the Supplier when it is responsible for making all payments to the
deducted and the Company will not Mongolian Government with respect to the
be liable to pay any amount on engagement of its Personnel pursuant to
account of the Deducted Amount to Applicable Laws, including but not limited to
the Supplier; or all payments for social insurance pursuant to
the Law of Mongolia on Social Insurance,
(iii) recover an amount equal to the enacted on 31 May 1994 and life and health
Deducted Amount by a combination insurance required under the Law on
of a demand under Clause Occupational Safety and Hygiene enacted on
13.2(b)(i) and deducting an amount 22 May 2008.
under Clause 13.2(b)(iii),
(c) The Supplier must keep all licenses, permits
and in each case where the failure to withhold and other required approvals from
or deduct the Deducted Amount arises as a Government of Mongolia valid and up to date
result of any act, omission or oversight of the at its cost during the term of the Contract.
Supplier, the Deducted Amount will include
any fines, penalties or interest payable by the (d) The Supplier must be responsible for all
Company in respect of the Deducted Amount. liabilities, costs and damages the Company
suffered caused by failure to comply with
13.3 Notification of withholding or deductions Clause 15.4(c) and such failure will be
deemed as Wilful Default by the Supplier then
The Company must notify the Supplier of the details of the Company has the right to take any action
any amounts withheld or deducted pursuant to specified in Clause 27.
Clauses 13.1 or 13.2.
(e) If applicable, the Supplier is responsible for:

Oyu Tolgoi Purchase Order General Conditions for Goods Version : February 2018 Page 10
(i) the supply of all labour, supervision, 16. Packing, despatch and transport
tools, equipment, materials, safety
equipment and other requirements
necessary for the Supplier to 16.1 Supplier responsible
provide any Associated Services in The Supplier is responsible, at its cost, for packing and
accordance with the Contract; transporting the Goods to the Delivery Point.
(ii) providing for the movement of its
Personnel on the Site at all times 16.2 Where Company to arrange transport
and all vehicles (if applicable) and If, pursuant to the terms of the Contract, the Company is
drivers used for this purpose must obliged to arrange transport of all or some of the Goods,
be properly licensed and all vehicles then the Supplier must notify the Company
must comply with the requirements Representative of the details of those Goods ready for
of any applicable road safety and despatch in sufficient time to enable transport to be
traffic laws, legislation and arranged.
regulations;
(iii) the health and safety of its 16.3 Preparation for transport
Personnel at the Site; and
The Supplier must pack and protect all Goods ready for
(f) In accordance with the Company’s despatch in accordance with all instructions provided by
commitments in protection of land, air, the Company and best practice having regard to
biodiversity, water, pasture and community methods of carriage and handling and to the weather
livelihood and to ensure Company’s general conditions through which they will pass whilst being
local content obligations are appropriately transported to the Delivery Point. The Supplier must
performed, the Supplier is obliged to, provided provide and fit all lifting and handling devices required
that, if any driving is part of service or supply: for lifting and handling the Goods in transit.
(i) ensure its Personnel to drive only
16.4 Notification of despatch dates
on Company’s designated and
authorized roads as set out in The Supplier must notify the Company Representative
Appendix A of this General promptly of the date of despatch of each item and the
Conditions in providing the estimated date of arrival at the Delivery Point.
contracted services or goods;
17. Inspection
(ii) discuss and agree with Company’s
Representative or related
department prior to commencement 17.1 Inspection
if different route is required to be The Company Representative has the right to inspect
used in providing the contracted any of the Goods at any time to determine whether the
service or goods; Goods are in accordance with the Contract and are to
(iii) park in the designated parking spots the standard provided for in the Contract.
only;
17.2 Access
(iv) carry out necessary inspections and
maintenance services at the The Supplier must ensure that the Company has access
operational workshops only; to the Goods at all times and the Supplier must provide
all facilities necessary for the supervision, inspection
(v) avoid littering along the road, and and testing of all Goods at the Site or wherever the
dispose waste materials properly at Goods are stored or in the course of manufacture.
designated locations or facilities;
(vi) maintain speed limits in accordance 17.3 Cost of inspections
with the related laws, regulations (a) Subject to Clause 17.3(b), if upon inspection
and road signs; after a direction by the Company
(vii) avoid disrupting or damaging herder Representative to dismantle or open up any
properties and wells along the road, part of a Good, the Good so inspected is in
and slow-down in close proximity of accordance with the Contract, the whole of the
herder settlements or livestock; expense incurred as a result of the
dismantling or opening up and reassembly will
(viii) report any community interaction, be borne by the Company. If the Good is
concern, issue and complaint which found not to be in accordance with the
may have arose during Contract the whole of the expense so
transportation to the Company’s incurred, including without limitation, any costs
Representative or the Communities associated with putting that Good into a
department. condition which is in accordance with the
(g) Non-compliance with this Clause and Contract, will be borne by the Supplier.
Company’s environment and transportation (b) If the Company Representative gives the
management controls, driving rules, Supplier reasonable notice that the Company
procedures and standards will be considered Representative wants to inspect any portion of
as an unauthorized disturbance to land and a a Good before it is assembled, and the
serious breach of contractual obligations of Supplier assembles that Good without first
the Supplier to terminate the Contract and/or giving the Company Representative a
the Purchase Order immediately, and reasonable opportunity to inspect, any
therefore, will be reflected in the Supplier’s expense incurred as a result of dismantling or
HSEC scorecard evaluations/performance. opening up and reassembling that Good will
be borne by the Supplier.

Oyu Tolgoi Purchase Order General Conditions for Goods Version : February 2018 Page 11
17.4 Testing (d) The Company Representative may at any
time direct the Supplier to amend the
The Supplier must conduct tests of the Goods or parts of
approved HSEC Management Plan(s) to
the Goods in accordance with the Contract and
adequately reflect any amendments to the
otherwise as required in accordance with the relevant
relevant HSEC legislation and laws or the
standards set by the Australian Standards Association
HSEC Policies and Standards.
and any applicable industry codes or, where there are
no such standards or codes, in accordance with (e) The Supplier must keep a copy of the
generally accepted practices. approved HSEC Management Plan(s) at its
on-Site office or work area at all times during
18. Health, safety, environment and community
the Term.

18.1 Application of Clause 18.5 Induction courses

This Clause 18 applies to the extent the Supplier or any (a) Each of the Supplier’s Personnel must attend
of its Personnel are required to be on, or near the all appropriate and relevant induction courses
vicinity of, the Site for the purposes of the Supply. required by the Company (Company
Induction Courses).
18.2 Supplier acknowledgement (b) Where, pursuant to the operating rules for
The Supplier acknowledges that there is a direct specific areas of the Company, any of the
relationship between the Supplier’s HSEC performance Supplier’s Personnel are required to have
and the success of the Company’s business. specific skills for the performance of the
Supply (Company Competencies), the
18.3 Compliance with health, safety, environmental and induction and training requirements in relation
community laws, policies and standards to those Company Competencies must:

The Supplier agrees to comply, and to ensure that its (i) be included in the HSEC
Personnel comply, with: Management Plan(s);

(a) without limiting Clause 21, the Company’s (ii) to the extent they are not set out in
health, safety, environmental and community the Specifications, be confirmed
policies and associated standards applicable with the Company Representative;
from time to time (a copy of which will be and
provided to the Supplier) (HSEC Policies and (iii) be undertaken by the relevant
Standards); Personnel prior to the
(b) without limiting Clause 22, all relevant HSEC commencement of any work on, or
legislation and laws in force from time to time near the vicinity of, the Site.
(specifically Article 27.3 of the Law of (c) Unless otherwise agreed:
Mongolia on Labour Safety and Health
enacted on May 22, 2008 and the Norms for (i) the Company will arrange and pay
Establishing a Council and Employing a for the Company Induction Courses
Health and Safety Officer, Order No. 126 of and will be responsible for the costs
the Ministry of Social Welfare and Labour of Supplier Personnel attending the
issued December 2, 2008 setting out the Company Induction Courses; and
requirements for an employer to have a health (ii) the Supplier will arrange and pay for
and safety officer); all training courses in respect of
(c) the HSEC conditions contained in this Clause Company Competencies and will be
18; and responsible for the costs of Supplier
Personnel attending such training
(d) the approved HSEC Management Plan. courses.

18.4 Health, Safety, Environmental and Community (d) The Supplier must arrange and provide at its
Management Plan own cost training for its Personnel in
accordance with the requirements of the OSH
(a) If the Company requests, the Supplier must, Laws and must retain all training records
within 30 days after such request, submit a (including exam results) for its Personnel at its
proposed HSEC management plan(s) (HSEC premises.
Management Plan(s)) in accordance with the
HSEC Policies and Standards, for review by (e) Any person visiting the Supplier on Site to
the Company Representative. meet Personnel working on the Site, and who
is not performing any type of manual work, will
(b) The Company Representative will review the also be required to attend the relevant
proposed HSEC Management Plan(s) and Company Induction Courses. However, this
provide the Supplier with any request for requirement will not apply if the visitor is
amendments within 10 Business Days of accompanied at all times whilst on Site by a
receipt of the propose HSEC Management person who has attended all relevant
Plan(s). The Supplier must resubmit the Company Induction Courses, and has
proposed HSEC Management Plan Company Competencies in relation to access
incorporating amendments requested by the to the Site.
Company Representative within 3 Business
Days of receiving the Company's comments. 18.6 Supplier to remain liable
(c) The Company may prevent or suspend the Nothing in this Clause 18 (including the approval of the
Supplier and its Personnel from performing HSEC Management Plan(s)) limits or removes any
work on-Site unless and until the HSEC obligation or duty imposed on the Supplier or any of its
Management Plan(s) and any requested Personnel (whether under the Contract or otherwise) to
amendments to it have been approved by the secure or have regard to the health and safety of any of
Company Representative. its Personnel.

Oyu Tolgoi Purchase Order General Conditions for Goods Version : February 2018 Page 12
19. Right of audit of Supplier performance deemed necessary by the Company Representative for
the performance of the Supply.

19.1 Audit 21. Compliance with Company policies

The Supplier and its Personnel must permit the
Company to have access to the Supplier's premises, 21.1 Oyu Tolgoi LLC Policies
any of their documentation and data (including
During the Term, the Supplier must, and must ensure
documents stored in electronic form) and to interview
that its Personnel, comply with each of the rules and
the Supplier's Personnel in connection with the Supply,
policies of the Company or the Rio Tinto Group, as
as necessary for Company Personnel to verify, monitor
notified by the Company from time to time by notice to
and audit the Supplier's compliance with:
the Supplier in writing.
(a) the HSEC Management Plan(s) and the
HSEC conditions set out in Clause 18; and 21.2 Rio Tinto Business Practices and Standards
(b) the Company policies identified in Clause 21. In performing the Supply, the Supplier must, and must
ensure that it’s Personnel:
19.2 Action by Supplier
(a) comply or otherwise act in a manner
Without limiting any other rights or remedies available to consistent with the Rio Tinto Group’s policies
the Company as a result of the Supplier's non- entitled “The way we work”, “The Supplier
compliance with any of the conditions, policies and Code of Conduct” and the “Business Integrity
standards referred to in Clause 18 or 21 if deficiencies Standard” (together the Rio Tinto Business
are identified by an audit undertaken under Clause 19.1 Practices and Standards) which are
the Supplier must take prompt corrective action and available at:
notify the Company of such action. http://www.riotinto.com/aboutus/policies-
20. Access to Site standards-and-guidance-5243.aspx;
(b) permit the Company to have access to the
Supplier's premises, any of its documentation
20.1 Access
and data (including documents stored in
Without limiting Clause 24.6(e) or this Clause 20, the electronic form) and to interview the Supplier's
Company will grant to the Supplier access to the Site on Personnel in connection with the Supply, as
and from the date of the Contract and the Supplier must necessary for Company Personnel to verify,
give the Company Representative at least 7 days' notice monitor and audit the Supplier's compliance
before commencing the Supply on the Site. with the Rio Tinto Business Practices and
Standards;
20.2 Supplier obligations
(c) report all actual, alleged or suspected non-
(a) Prior to commencement of the Supply on the compliance with the Rio Tinto Business
Site, the Supplier must notify the Company Practices and Standards to the Company or
Representative of its normal times and through the Rio Tinto Group’s Speak-OUT
periods of work and must give the Company program; and
Representative at least 24 hours' notice of any
(d) cooperate promptly and fully with the
alteration in its working hours or periods of
Company in any investigation of an alleged or
work.
suspected breach of the Rio Tinto Business
(b) The Supplier must at all times consult with the Practices and Standards.
Company Representative and obtain 14 days'
22. Laws
prior written approval for any action likely to
interfere with the Company's operations. The
Company Representative must reply to any 22.1 Compliance with laws
such request within 7 days of receipt of such
request. During the Term, the Supplier must:
(a) comply with all Applicable Laws and
20.3 Right to deny access Government Agency requirements relating to
If the Supplier or its Personnel fail to comply with any of its obligations under the Contract and ensure
the requirements of Clauses 18, 20, 21 or 22 then the that each of its Personnel does the same; and
Company Representative may in its discretion: (b) in relation to the provision of the Supply, at its
(a) deny that person or those persons access to cost:
the Site or permit such access subject to (i) obtain all necessary notices;
terms and conditions the Company
Representative thinks appropriate; and/or (ii) give all necessary notices;
(b) require the Supplier and/or any of its (iii) pay all necessary fees, deposits
Personnel to remove any material or and Taxes,
substance from the Site at the Supplier’s cost. and, if requested by the Company, must
and the Supplier must, at its own cost, ensure such provide evidence of the matters referred to in
request is immediately complied with and take all this Clause 22.1(b).
possible action to ensure the protection and safety of all
works, personnel and the environment. 22.2 Consequences of breach
(a) The Supplier agrees that it will notify the
20.4 No exclusive possession Company promptly upon discovery of any
The Supplier acknowledges that nothing in the Contract instance where the Supplier or any of its
confers on it exclusive possession of the Site and that it Personnel fail to comply with Clauses 18, 21
will only be granted access to the Site to the extent or 22.

Oyu Tolgoi Purchase Order General Conditions for Goods Version : February 2018 Page 13
(b) In addition to those consequences identified (i) insure the Company and its
elsewhere in the Contract, the Company may Personnel for their respective rights
treat a breach of Clauses 18, 21 and 22 as an and interests arising out of the
event of default and to exercise any rights it performance of the Contract;
may have under the Contract upon the
(ii) include a cross liability clause,
occurrence of an event of default, but without
noting that each of the parties
regard to any waiting periods or cure periods
comprising the insured will be
specified in the Contract.
considered as a separate entity,
23. Force Majeure and the insurance applies as if a
separate policy has been issued to
each such party;
23.1 Notice of Force Majeure
(iii) waive all express or implied rights of
A Party will not be liable for any delay or failure to subrogation against the Company
perform any of its obligations under the Contract (other and its Personnel arising out of the
than an obligation to pay money) if as soon as possible performance of the Contract;
after the beginning of the Force Majeure affecting the
ability of the Party to perform any of its obligations under (iv) cover "goods in the physical and
the Contract, it gives a notice to the other party that legal control of the Supplier" for an
complies with Clause 23.2. amount not less than the value of
the "goods" held off the Site; and
23.2 Force Majeure notice (v) include a clause that provides that a
A notice given under Clause 23.1 must: breach of a condition or term of
insurance by one insured will not
(a) specify the obligations the Party cannot adversely affect the cover provided
perform; to another insured under the policy.
(b) fully describe the Force Majeure;
24.3 Workers' Compensation and Employer's Liability
(c) estimate the time during which the Force Insurances
Majeure will continue; and
Workers' compensation and employers' liability
(d) specify the measures proposed to be adopted insurances covering all Liabilities, whether arising under
to remedy or abate the Force Majeure. statute, common law or civil law, in relation to the death
of, or injury to, any employee of the Supplier or any
23.3 Obligation to remedy and mitigate person deemed to be an employee of the Supplier in
accordance with Applicable Laws. If the Supplier is
The Party that is prevented from carrying out its
required to perform Associated Services at the Site and
obligations under the Contract as a result of Force
its Personnel are Mongolian then the Supplier must
Majeure must:
carry workers' compensation and employers' liability
(a) remedy the Force Majeure to the extent insurances in addition to those required by Applicable
reasonably practicable and resume Laws as requested by the Company.
performance of its obligations as soon as
reasonably possible; and 24.4 Supplier's Plant and Equipment
(b) take all action reasonably practicable to If the performance of the Contract requires the Supplier
mitigate any Liabilities suffered by the other to use or provide for use plant and equipment that will
Party as a result of its failure to carry out its be used at the Site in connection with the Contract, the
obligations under the Contract. Supplier must maintain or require the owner of such
plant and equipment (except where the owner of such
24. Insurances
plant or equipment is the Company or a member of the
Rio Tinto Group) to maintain insurance covering all loss
24.1 Supplier Insurances and damage to the supplier's plant and equipment, for
its replacement value. The insurance must, unless
The Supplier is required, at its cost, to effect and prohibited by law, waive all express or implied rights of
maintain throughout the Term and any additional period subrogation against the Company and its directors,
specified in the Contract, the relevant insurances officers and employees.
described in this Clause 24 (Supplier Insurances) in
relation to risks or occurrences arising, or which may 24.5 Goods in Transit
arise, out of the performance of the Contract.
If the performance of the Contract requires the Supplier
24.2 General and Product Liability Insurance to transport Goods, unless otherwise advised by the
Company in writing, the Supplier will maintain insurance
(a) Insurance covering all Liabilities in respect of covering loss of or damage to the Goods during transit,
any injury to, or death of, any person not regardless of whether the Company has paid for those
being a person who at the time of the Goods until the Goods are delivered to the Delivery
occurrence is engaged in or upon the service Point. Such insurance must note the Company as a
of the insured under a contract of service or party insured under the policy.
apprenticeship, or any loss, damage or
destruction to property not belonging to nor in 24.6 Insurance Terms
the care, custody or control of the insured,
however caused. Such insurance must (a) If the Supplier Insurances are subject to the
provide cover to an amount of not less than application of any self-insured retention,
United States Dollars $1,000,000 for each and excess or deductible, the amount of the self-
every claim. insured retention, excess or deductible must
be declared to the Company. The Company
(b) The insurance outlined in Clause 24.2(a) reserves the right to require the Supplier to
must, unless prohibited by law, be endorsed reduce the amount of any self-insured
to: retention, excess or deductible where such
amount is considered by the Company as
Oyu Tolgoi Purchase Order General Conditions for Goods Version : February 2018 Page 14
being unreasonable in the circumstances of must ensure that its Personnel are also aware that they
the Contract. enter onto the Site at their own risk.
(b) The Supplier Insurances must be underwritten
25.2 Indemnity
by a reputable insurer.
Subject to Clause 25.3, the Supplier will indemnify (and
(c) No provision contained in this Clause 24 will
will keep indemnified) the Indemnified Parties from and
limit the Supplier's liability.
against all Liabilities that any Indemnified Party suffers,
(d) Before performing any of the Supply, and sustains or incurs, arising from any one or more of the
each time the policies are renewed or varied, following:
the Supplier must provide the Company with
(a) the breach by the Supplier or its Personnel of
an insurance certificate of currency or such
any of the Supplier's obligations (including any
other evidence as the Company may
warranty) under the Contract and/or any
reasonably require that the Supplier and its
Purchase Order;
Sub-contractors are insured in accordance
with the Contract. (b) any negligent act or omission or wilful
misconduct by the Supplier or its Personnel
(e) In the event that the Supplier fails to, or fails to
arising out of the performance of the Contract
ensure that its Sub-contractors, effect or keep
and/or any Purchase Order; or
in force any of the insurances required
pursuant to the Contract, the Company may (c) any claim made against an Indemnified Party
do one or more of the following: by any of the Supplier's Personnel or any
Government Agency in respect of relevant
(i) effect and maintain such insurances
legislation concerning income tax, workers'
and deduct the costs of such
compensation, annual leave, long service
insurances from any moneys due to
leave, social insurance payments,
the Supplier;
superannuation or any applicable award,
(ii) refuse the Supplier and its determination or agreement of a competent
Personnel access to all or any part industrial tribunal.
of the Site; and/or
25.3 Exclusions
(iii) treat the failure to insure as a
default under the Contract. The Supplier will not be liable under Clause 25.2 to the
extent that the Liability was caused, or contributed to, by
(f) All Supplier Insurances must not be varied to
(as the case requires) the Company's negligent acts or
the detriment of the Company or its
omissions or wilful misconduct.
Personnel, cancelled or allowed to lapse
unless the Supplier has received a written
consent from the Company. 25.4 No requirement for expense before enforcing
indemnity right
24.7 Notification under Supplier's policy It is not necessary for the Company, a member of the
Rio Tinto Group or their respective Personnel to incur
If the Supplier becomes aware of an event which may
expense or make payment before enforcing a right of
give rise to a claim involving the Company under any
indemnity conferred by the Contract.
policy of insurance effected by the Supplier as required
by this Clause 24, the Supplier must notify the Company 26. No fault termination
and must ensure that the Company is kept fully informed
of subsequent action or developments concerning the
claim. 26.1 Termination Notice
The Company may terminate the Contract or any part of
24.8 Sub-contractors' insurance it by giving the Supplier not less than 30 days' notice of
The Supplier must ensure that its Sub-contractors have its intention to do so (Termination Notice).
the benefit of or effect and maintain insurances similar
to the Supplier Insurances required to be effected by the 26.2 Obligations upon receipt of Termination Notice
Supplier. Upon receipt of a Termination Notice, the Supplier must:
24.9 Insurance claims and payments of insurance excess (a) immediately take all possible action at its cost
to ensure the safety of all Personnel and the
(a) The Supplier will be responsible for the protection of all Goods;
payment of any excess or deductible relating
to the insurances effected by the Supplier and (b) immediately take all possible action to mitigate
the Supplier will not be entitled to recover from any Liabilities incurred by it as a result of such
the Company any excess or deductible so termination; and
paid by the Supplier. (c) take any other action reasonably required by
(b) The Supplier will be responsible for the the Company in relation to the termination.
payment of any excess or deductible relating
to the insurances effected by the Supplier 26.3 Obligations upon termination
where the Company makes a claim under
On the date of termination specified in the Termination
such policy, to the extent that the Company
Notice, the Supplier must:
determines that the Supplier or any of its
Personnel were responsible for the loss or (a) immediately cease performance of the Supply
damage. in accordance with, but only to the extent
specified in, the Termination Notice;
25. Indemnities
(b) provide the Company with a detailed report in
such form as the Company may require in
25.1 Acknowledgement relation to the Supply performed up to and
The Supplier acknowledges that if it enters on to the including the date of receipt of the Termination
Site, it does so at the Supplier's own risk. The Supplier Notice;
Oyu Tolgoi Purchase Order General Conditions for Goods Version : February 2018 Page 15
(c) return to the Company any items issued to the 27.3 Obligations upon termination
Supplier by the Company during the Term;
If the Company gives notice pursuant to Clause
(d) offer the Company first right of refusal to 27.2(b)(iii), the Contract is terminated from the
purchase any of the Supplier’s equipment Cancellation Date and the Supplier must:
used for the purposes of the Contract to be
(a) cease performance of the Supply in
purchased by the Company at its depreciated
accordance with, but only to the extent
value or such other value as agreed by the
specified in, the Supplier Default Notice;
Parties; and
(b) immediately take all possible action at its cost
(e) take any other action relating to the
to ensure the safety of all Personnel and the
termination of the Contract as the Company
protection of all Goods;
may reasonably require.
(c) immediately take all possible action to mitigate
26.4 Supplier compensation any Liabilities incurred by it as a result of such
termination;
(a) Following termination of the Contract by the
Company pursuant to this Clause 26, the (d) offer the Company first right of refusal to
Supplier is entitled to recover from the purchase any of the Supplier's equipment
Company out-of-pocket expenses which it has used for the purposes of the Contract to be
incurred or will incur solely as a result of the purchased by the Company at its depreciated
Contract and which it is unable to otherwise value or such other value as agreed by the
recover or mitigate, including as a result of (if Parties; and
applicable):
(e) take any other action reasonably required by
(i) removing the Supplier's plant and the Company in relation to the termination.
equipment from the Site; and
27.4 No prejudice
(ii) transporting Supplier Personnel
back to their place of engagement. Notwithstanding the terms of any Supplier Default
Notice, no action taken by the Company under this
(b) The amounts outlined in Clause 26.4(a)
Clause 27 will prejudice the existence of any of its rights
represent the only amounts or Liabilities
and remedies under the Contract which the Company
recoverable from the Company by the
may have as a result of the relevant breach.
Supplier following a termination of the
Contract by the Company in accordance with 28. Dispute Resolution
this Clause 26.
27. Supplier Default 28.1 Dispute
In the event of any dispute, question or difference of
27.1 Supplier Default Notice opinion between the Company and the Supplier arising
out of or under the Contract (Dispute), a Party may give
If the Supplier breaches any term of the Contract, the
to the other Party a notice (Dispute Notice) specifying
Company may serve a notice of default (Supplier
the Dispute and requiring its resolution under this
Default Notice) on the Supplier containing the
Clause 28.
information specified in Clause 27.2.
28.2 Dispute Representatives to seek resolution
27.2 Supplier Default Notice requirements
(a) If the Dispute is not resolved within 7 days
A Supplier Default Notice must:
after a Dispute Notice is given to the other
(a) either require that the breach be remedied Party, each Party must nominate one
within a specified period of not less than representative from its senior management to
30 days after service of the Supplier Default resolve the Dispute (each, a Dispute
Notice on the Supplier or state that the breach Representative).
is incapable of remedy ; and
(b) If a negotiated resolution to the Dispute is not
(b) state that if the breach is not remedied within forthcoming after thirty (30) days (or such
the period specified in the Supplier Default other period of time to which the Parties may
Notice or is incapable of remedy, then the agree), Supplier and Company agree that
Company may by further notice to the such Dispute shall be submitted to binding
Supplier do one or more of the following: arbitration in the Singapore International
Arbitration Centre under the UNCITRAL
(i) elect wholly or partly to suspend
Arbitration Rules. The language to be used in
payment under the Contract until
the arbitral proceedings shall be English and
the breach has been remedied by
the place of arbitration shall be Singapore.
the Supplier;
The arbitration will be conducted by one (1)
(ii) take such action as the Company impartial arbitrator to be mutually agreed upon
deems necessary to cure the by the Parties, or a panel of three (3)
breach (the cost of such action so arbitrators if the Parties are unable to agree
taken by the Company being upon a single arbitrator within thirty (30) days
recoverable from the Supplier as a after the first demand for arbitration by one
debt due to the Company by the Party to the other (where each Party will
Supplier); or appoint one arbitrator and the appointed
arbitrators will select an additional arbitrator).
(iii) terminate the Contract or any part of The arbitrators, the Parties, their Dispute
it with effect from a specified date Representatives and participants shall hold
(Cancellation Date). the existence, contents and result of any
arbitration in confidence, except to the limited
extent necessary to enforce a final settlement
agreement, to obtain enforcement of the

Oyu Tolgoi Purchase Order General Conditions for Goods Version : February 2018 Page 16
arbitrators’ decision and award, or as 29.4 Supplier acknowledgment
otherwise required by Applicable Law.
The Supplier acknowledges that this Clause 29 is for the
(c) The arbitrators shall be bound by, and shall benefit of not only the Company but also any member of
strictly enforce the terms of, this Contract and the Rio Tinto Group that has any interest in any
shall not limit, expand or otherwise modify its Confidential Information.
terms. The arbitrators shall endeavour to
conclude the proceedings and issue their 29.5 Indemnity
award within 6 months from their appointment.
Each Party will bear its own expenses for any Without limiting Clause 25, the Supplier indemnifies the
such binding arbitration proceedings. The Company and each member of the Rio Tinto Group, and
decision and award shall be conclusive and must keep them indemnified, in respect of any Liabilities
binding upon all Parties and judgment upon incurred or sustained by them resulting from a breach of
the award may be entered in any court of this Clause 29 by the Supplier or its Personnel.
competent jurisdiction.
29.6 Additional obligations
28.3 Performance of obligations during Dispute The obligations in this Clause 29 are in addition to and
During the existence of any Dispute, the Parties must do not diminish the obligations of the Supplier in respect
continue to perform all of their obligations under the of secret and confidential information at common law or
Contract without prejudice to their position in respect of under any statute or trade or professional custom or
such Dispute, unless the Parties otherwise agree. use.

28.4 Urgent interlocutory relief 29.7 Return of Confidential Information

Nothing in this Clause 28 prevents a Party from seeking If requested by the Company, whether prior to or after
any urgent interlocutory relief which may be required in the expiry or earlier termination of the Contract, the
relation to the Contract. Supplier must promptly deliver to the Company all
Confidential Information in the custody, possession or
29. Confidentiality control of the Supplier or any of its Personnel.
30. Public announcements
29.1 Obligation of confidentiality
Except as required by any applicable law or regulatory
The Supplier undertakes and agrees:
requirement or as otherwise permitted by the Contract,
(a) to hold in strict confidence all Confidential the Supplier may not make any public announcements
Information and not to disclose or permit or or disclosures as to the Contract, or otherwise in relation
cause the Confidential Information to be to the subject matter of the Contract, without the prior
disclosed to any person other than any of its written consent of the Company. In this regard, no
Personnel who require the Confidential media release or public announcement will be made in
Information for the purposes of providing the relation to the existence of the Contract without the
Supply; and Company's written approval and should such approval
be given, then the wording of such release and the
(b) not to make use of the Confidential
manner of publication must first be approved in writing
Information (including duplicating,
by the Company.
reproducing, distributing, disseminating or
directly or indirectly deriving information from 31. Intellectual Property Rights
the Confidential Information), except and
solely to the extent necessary for the
performance of the Supply, 31.1 Supplier Intellectual Property Rights

unless the Supplier has obtained the prior written The Company acknowledges that the Supplier retains
consent of the Company to do so (which consent may ownership of the Intellectual Property Rights of the
be withheld by the Company in its discretion or given on Supplier used or created under the Contract and/or in
such terms as it sees fit). the provision of the Goods or Associated Services. To
enable the Company to enjoy the benefit of the Goods
29.2 Exceptions and/or Associated Services for the purpose of or in
connection with the Rio Tinto Group’s business the
Clause 29.1does not apply to: Supplier grants to the Company a non-exclusive,
(a) information after it becomes generally transferable, royalty free, irrevocable and perpetual
available to the public other than as a result of licence to use such Intellectual Property Rights for that
the breach of this Clause 29 or any other purpose.
obligations of confidence imposed on the
Supplier; or 31.2 Third party Intellectual Property Rights

(b) the disclosure of information in order to The Supplier warrants that to the extent that it uses or
comply with any applicable law or legally proposes to use the Intellectual Property Rights of any
binding order of any court, Government third party in the provision of the Supply, or to the extent
Agency or recognised stock exchange, the Company will use or might propose to use the
provided that prior to such disclosure the Intellectual Property Rights of any third party in the use
Supplier gives notice to the Company with full and enjoyment of the Supply:
particulars of the proposed disclosure. (a) it has obtained, or will obtain at no further cost
to the Company, from the relevant third party
29.3 Breach of consent all necessary licences and consents to use, or
The breach of any of the conditions contained in a assignments of, such Intellectual Property
consent granted pursuant to Clause 29.1 will be deemed Rights; and
to be a breach of the Contract. (b) that it will not breach any of the licences or
assignments referred to in Clause 31.2(a).

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31.3 Indemnity 32. Notices
(a) Without limiting Clause 25, the Supplier
indemnifies the Company and must keep the 32.1 Form of Notices
Company indemnified in respect of any
Liabilities incurred or sustained by the Unless otherwise specified in the Contract, any notice,
Company resulting from any actual or alleged demand, consent or other communication (Notice)
infringement of any Intellectual Property given or made pursuant to the Contract must:
Rights of any third party arising out of or (a) be in writing;
caused by:
(b) be marked to the attention of either a director,
(i) the performance of the Supply by company secretary or the relevant Company
the Supplier; Representative or Supplier Representative for
(ii) the performance or operations of the Party to whom the Notice is addressed;
any other plant, machinery, tools, (c) where given by the Company, be signed or
equipment, process, work, material, authorised by either the Company
matter, thing or method used or Representative, a director or company
supplied by the Supplier; or secretary of the Company, a manager from
(iii) the use and enjoyment of the the Company’s procurement department, or a
Supply by the Company. duly authorised representative of the
Company;
(b) The Supplier must notify the Company
immediately the Supplier becomes aware of a (d) where given by the Supplier, be signed or
Claim being threatened or made against the authorised by either the Supplier
Company in relation to any of the matters Representative, a director or company
covered by the indemnity in Clause 31.3(a). secretary of the Supplier, or a duly authorised
representative of the Supplier; and
(c) The Company may require the Supplier to
conduct any litigation that may arise from a (e) be delivered by prepaid post, by hand or by
Claim referred to in Clause 31.3(b) and all facsimile to the Party to whom the Notice is
negotiations for settlement of that Claim. addressed at its address shown in the
However, the Supplier must not make any Contract or such other address as that Party
settlement or consent to any judgment, order may have notified to the other Party.
or verdict against the Company without the
Company's prior written consent. 32.2 Notices deemed given
A Notice will be taken to be duly given:
31.4 Procurement of Intellectual Property Rights
(a) in the case of delivery by hand, when
If the Company is prevented from (as the case requires) delivered;
operating or using the Goods and/or any Associated
Services or any part of the Goods and/or any (b) in the case of delivery by post, 2 Business
Associated Services as a result of any Claim in relation Days after the date of posting (if posted to an
to an infringement of Intellectual Property Rights, the address in the same country) or 7 Business
Supplier must (at its cost) take all reasonable steps to Days after the date of posting (if posted to an
procure for the Company the right to (as the case address in another country); or
requires) operate or use the Goods and/or any (c) in the case of facsimile, on receipt by the
Associated Services or the relevant part of the Goods sender of a transmission control report from
and/or any Associated Services for the purpose for the despatching machine showing the relevant
which it was intended. number of pages and the correct destination
fax machine number or name of the recipient
31.5 Procedure where Intellectual Property Rights cannot and indicating that the transmission has been
be procured made without error,
If the Supplier cannot procure the rights referred to in but if the result is that a Notice would be taken to be
Clause 31.4 within a reasonable time (but not exceeding given or made on a day that is not a Business Day or
60 days unless the Company Representative otherwise the Notice is sent or is later than 4.00pm (local time) it
agrees), it must notify the Company Representative will be taken to have been duly given or made at the
accordingly and the Company Representative may commencement of business on the next Business Day.
direct the Supplier to immediately (at the Supplier's
cost): 33. Costs
(a) alter the Goods or the relevant part of the
Goods to avoid infringement or violation of the 33.1 Each Party to bear its own costs
Intellectual Property Rights or any of them;
Each Party must bear its own costs arising out of:
(b) replace the Goods affected or the relevant
part of the Goods with work or Goods which (a) the negotiation, preparation and execution of
do not infringe or violate the Intellectual the Contract; and
Property Rights; or (b) except as expressly provided otherwise in the
(c) remove the Goods and reimburse the Contract, any transaction contemplated by the
Company any compensation and other Contract.
moneys already paid to the Supplier and pay
to the Company any costs or other expenses 33.2 Stamp duty
that may have been paid or incurred by the All stamp duty which may be payable in any relevant
Company in connection with the removed jurisdiction on or in connection with the Contract, any
Goods. Purchase Order or other document related to the
Contract will be borne by the Supplier.

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34. Status of Supplier (d) put into place and maintain appropriate
technical and organisational measures against
unauthorised and/or unlawful Processing of
34.1 Independent contractor the Company's Personal Data;
At all times during the Term, and in the provision of the (e) put into place and maintain appropriate
Supply, the Supplier is an independent contractor and technical and organisational measures against
will not act as, or be or be regarded as, an agent or unauthorised access, loss, destruction,
employee of the Company, and the Supplier and its misuse, modification, disclosure or damage to
Personnel will not be entitled to any benefits which the Company's Personal Data; and
would ordinarily accrue to any employee of the
Company by virtue of their status as an employee. (f) take all necessary steps to ensure that its
Processing of the Company's Personal Data
34.2 Partnership and joint venture suppliers will be fair and lawful and, for this purpose, the
Supplier may reasonably enquire of the
Where the Supplier comprises more than one person Company as to the manner in which the
they will be bound jointly and severally and by executing Company obtained the Company's Personal
the Contract accept joint and several liability for any loss Data.
or damage that may be suffered or occasioned and any
sum that may be or may become payable to the 36.4 Individual complaints
Company under the Contract.
(a) If an individual complains to the Company that
35. Assignment and sub-contracting the Supplier (or any of its Personnel) has, in
the performance of the Contract, handled his
or her Personal Data inappropriately, the
35.1 Consent required
Company must promptly give the Supplier
The Supplier is not permitted to assign or sub-contract sufficient details about the complaint to
all or any part of the Contract without the prior written minimise any further misuse.
consent of the Company, such permission being at the
(b) If an individual complains to the Supplier that
Company’s discretion and on whatever terms and
the Supplier (or any of its Personnel) has, in
conditions the Company may think appropriate,
the performance of the Contract, handled his
including requiring the proposed assignee or
or her Personal Data inappropriately, the
Sub-contractor to be bound by any or all of the
Supplier must:
provisions of the Contract.
(i) promptly inform the Company of the
35.2 Obligations survive assignment or sub-contract complaint; and
The Supplier acknowledges that no permitted (ii) provided the individual has
assignment or sub-contract in any way relieves the consented, provide the Company
Supplier from the performance of any of its obligations with the Personal Data that is the
under the Contract. subject of the complaint.

35.3 Status of Sub-contractor 36.5 Supplier indemnity
As between the Supplier and the Company, the Sub- Without limiting Clause 25, the Supplier indemnifies the
contractor will be considered the agent and employee of Company and must keep the Company indemnified in
the Supplier. For the purposes of the Contract, the acts respect of all Liabilities incurred by or awarded against
and omissions of each Sub-contractor and its Personnel the Company relating to any breach by the Supplier of
will be deemed to be the acts and omissions of the its obligations under Applicable Laws or this Clause 36.
Supplier.
37. Waiver
36. Privacy and data protection
A failure to exercise, or any delay in exercising any right,
power or remedy by a Party does not operate as a
36.1 Personal Data waiver. A single or partial exercise of any right, power
Each Party agrees to comply with their obligations under or remedy does not preclude any other or further
all Applicable Laws in respect of Personal Data obtained exercise of that or any other right, power or remedy. A
by or disclosed to them pursuant to the Contract. waiver is not valid or binding on the Party granting that
waiver unless made in writing.
36.2 Warranty 38. Further assurances
Each Party warrants to the other Party that it has
complied with the Privacy Act in obtaining any Personal Each Party agrees to do all things and execute all
Data disclosed by it pursuant to the Contract. deeds, instruments, transfers or other documents as
may be necessary or desirable to give full effect to the
36.3 Data protection provisions of the Contract and the transactions
contemplated by it.
In addition to its obligations under Clauses 36.1 and
36.2, the Supplier agrees to: 39. Severability
(a) only Process the Company's Personal Data
for the purposes of the Contract; 39.1 Severability
(b) not disclose the Company's Personal Data to Any provision of the Contract which is prohibited or
any other person without the Company's prior unenforceable in any jurisdiction is ineffective as to that
written consent, unless the disclosure is jurisdiction to the extent of the prohibition or
required by law; unenforceability. This does not invalidate the remaining
provisions of the Contract nor does it affect the validity
(c) immediately notify the Company that the
disclosure of the Company's Personal Data or enforceability of that provision in any other
jurisdiction.
may be required by law;

Oyu Tolgoi Purchase Order General Conditions for Goods Version : February 2018 Page 19
39.2 Negotiation in good faith 40.3 Rights of third parties
Where a provision is prohibited or unenforceable, the No person who is not a Party to the Contract shall have
Parties must negotiate in good faith to replace the any rights under the Contracts (Rights of Third Parties)
invalid provision by a provision which is in accordance Act 1999, except in relation to a member of the Rio Tinto
with the applicable law and which must be as close as Group or the Company’s Personnel claiming pursuant to
possible to the Parties' original intent and appropriate an indemnity.
consequential amendments (if any) will be made to the
41. Survival of terms
Contract.
40. Governing law (a) The following Clauses will survive expiration
or termination of the Contract: 5 (Supplier’s
Warranties), 10 (Taxes), 13 (Deduction from
40.1 Governing Law
Payments), 24 (Insurances), 25 (Indemnities),
The Contract, and all non-contractual obligations arising 28.1 (Dispute), 29 (Confidentiality), 31
out of or in connection with it, and the arbitration (Intellectual Property Rights in Supply), and
agreement contained within this Contract, shall be 36 (Privacy and Data Protection).
governed by and construed in accordance with the laws
(b) Each indemnity in the Contract is a continuing
of England and Wales. Each Party submits to the non-
obligation separate and independent from the
exclusive jurisdiction of the Courts exercising jurisdiction
Supplier's other obligations and survives
in Singapore.
termination or expiry of the Contract.
40.2 UN Convention – International Sale of Goods 42. Contract language
The United Nations Convention on Agreements for the
International Sale of Goods, as well as any other similar This Contract was drafted in English and any translation
Applicable Law, is hereby disclaimed to the maximum hereof was from English. In the event of any conflict or
extent permitted by Applicable Laws. question regarding the content, meaning or
interpretation of this Contract, the English-language
provisions will prevail.

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APPENDIX A – Company’s Designated and Authorized Roads

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