FORM OF AGREEMENT

Contract #

This agreement is made on ..….. 2020.

By and between
Afia International Company, with address at Phase 3, Industrial Area, Jeddah, Kingdom of Saudi Arabia, and
whose postal address is P.O. Box: 30439, Jeddah 21477, hereinafter called the “BUYER” of the one part;

And

…………………………………………………………..; hereinafter called the “SELLER” on the other part.

WHEREAS, BUYER plans to purchase

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-------------at its site in Jeddah.

WHEREAS, BUYER desires for the realization of this project, to obtain the following EQUIPMENT, and
WORKS as per scope of supply –annex 3

AND WHEREAS, BUYER and SELLER have agreed that SELLER shall provide BUYER with the above listed
EQUIPMENT, WORKS, and Services at the terms and conditions set forth herein at a total cost of ……….
(……………) including the following:
I. Supply of Engineering services
II. Supply of EQUIPMENT, CFR Jeddah Port.
III. Installation, Start-up and Commissioning of the full line.

The above price is exclusive of any taxes, duties, and levies in Saudi Arabia with the exception of taxes payable
by local contractors of the SELLER, if any.

NOW THIS AGREEMENT WITNESSETH AS FOLLOWS:

1 This agreement in words and expressions shall have the same meanings as are respectively assigned to
them in the conditions of Contract hereinafter referred to.

2 The documents forming the Contract are to be taken as mutually explanatory of one another. For the
purposes of interpretation, the priority of the documents shall be in accordance with the following
sequence:
a. Conditions of Contract attached hereto – Annex 1
b. Letter of Intent dated………….. issued by BUYER – Annex 4
c. Scope of supply, Quality specifications and Performance Guarantees issued by BUYER –
Annex 3.
d. List of Technical Documents – Annex 5(if necessary)
e. Various communications between BUYER and SELLER prior to this agreement – Annex 6 (if
necessary)
f. Exclusions and Boundaries – Annex 7 ( if necessary )
g. Itemized EQUIPMENT Unit Price list, to be submitted by SELLER – Annex 8 (if necessary)

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 h. Project time schedule – Annex 9
i. Quotation# …….. dated………………– Annex 2

For purposes of identification, of each of the foregoing documents have been initialed on behalf of the
BUYER and on behalf of the SELLER, by their respective authorized representatives.

3 In consideration of the payment to be made by the BUYER to the SELLER as hereinafter provided, the
SELLER hereby agrees with the BUYER to supply the EQUIPMENT and machineries within the
boundaries defined in annex 7, provide Installation, start-up and commissioning of the plant as defined in
the conditions of the contract, in conformity in all respects with all provisions of the contract.

4 In consideration of the supply of EQUIPMENT and machineries, and services by the SELLER as
stipulated in annexure 3 above, and in conformity in all respects with the provisions of this contract, the
BUYER hereby agrees to pay the SELLER the contract price at the times and in the manner prescribed in
the conditions of Contract.

5 For any difference (among quotation, Buyer order confirmation and the contract) this contract will
supersede in respect of the terms and conditions hereinafter mentioned.

6 The above price is fixed during the term of this contract, and Seller is not entitled to claim any increase in
the contract price.

7 This agreement shall be executed in two counterpart originals, one for each party, which counterparts shall
together constitute one and the same instrument.

IN WITNESS WHEREOF, the parties have caused this agreement to be signed by their duly authorized
representatives on the date first written above.

For the BUYER: For the BUYER For the SELLER:

For and on behalf of: For and on behalf of: For and on behalf of:
Afia International Company Afia International Company ………………………………..

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 Annex 1

CONDITIONS OF CONTRACT

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 CONDITIONS OF CONTRACT

1 DEFINITION OF TERMS

 “SELLER” means ……... and shall include its General Manager (or any authorized person regularly
serving as such), and any person whom the General Manager may from time to time trust with a
definite duty as shall be notified in writing to the BUYER.

 “BUYER” means Afia International Company and shall include its President and Vice President, (or
any authorized person regularly serving as such), and any person whom the General Manager may
from time to time trust with a definite duty as shall be notified in writing to the SELLER

 “CONTRACT” shall mean the form of Agreement and the documents incorporated in Clause 2 of the
Agreement.

 “CONTRACT PRICE” shall mean the total sum payable by the BUYER in consideration of supplies
provided by the SELLER as stipulated in this contract.

 “TECHNICAL DOCUMENTS” shall mean all SELLER’S design and engineering documents that
include all mechanical, electrical and structural designs in Basic and Detailed forms, drawings and
plans and all other documents necessary or appropriate for the performance of all construction,
erection, and installation WORKS for the SELLER’S WORKS.

 “EQUIPMENT” shall mean any and all EQUIPMENT and machinery incorporated in the facilities as
listed in the SELLER’S quotation in Annex 2.

 “FACILITIES” shall mean the complete edible oil factory located at Jeddah-Saudi Arabia including
all auxiliary and utility systems therein.

 “TAKE-OVER CERTIFICATE” means the letter issued by the BUYER certifying that BUYER has
provisionally taken over the facilities after the successful completion of the test runs following the
Quality and Performance Guarantees specified in Annex 3.

 “FINAL CERTIFICATE OF ACCEPTANCE” means the letter issued by the BUYER to the
SELLER after 12 months from the date of “TAKE-OVER CERTIFICATE” certifying final acceptance
of the facilities.

 “ITEMIZED EQUIPMENT UNIT PRICE LIST” shall mean the complete list of EQUIPMENT
included in the scope of supply, together with the technical specifications and unit prices for each.

 “SITE” shall mean the factory site at Jeddah-Saudi Arabia designated by the BUYER where the
facilities are to be constructed.

 “SUB-CONTRACTOR” shall mean any person or entity providing services and where appropriate
related materials pursuant to a subcontract with SELLER acting as principal.

 “WORKS” shall mean all necessary activities, WORKS and supply of EQUIPMENT and services as
set forth in Annex 3 to be performed by the SELLER to satisfy its obligations under this contract.

 “BUYER’S PROJECT MANAGER” shall mean the person nominated by the BUYER in charge of
the project.

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  “SELLER’S PROJECT MANAGER” shall mean the person nominated by the SELLER in charge of
the project.

 “COMPLETION DATE” for the facilities is the date the SELLER achieved the taking-over test of the
last section of the facilities.

 “PERIOD OF GUARANTEE” means twelve months from the date of take-over certificate issued by
the BUYER after successful completion of test runs and not later than eighteen months from Bill of
Lading date.

2 SELLER’S WORKS

The seller shall be responsible for:

2.1 Supply of EQUIPMENT & facilities in accordance with Annex 3 so that the facilities upon completion
shall be fit for the purpose for which they are required and shall comply with all technical performance
and safety criteria communicated by the BUYER to the SELLER.

2.2 The provision of all Technical Documents for the facilities as listed in annex 5

2.3 The procurement, supply, expediting, delivery CFR Jeddah Port of EQUIPMENT as listed in Annex 3.

2.4 The installation, commissioning, start-up and performance tests of the completed facilities so that it will
be fit for the purpose for which they are required and comply with all quality and Performance
Guarantees specified in Annex 3.

The foregoing responsibilities are more fully set forth in the further provisions in this contract.

3 SELLER’S RESPONSIBILITIES

The SELLER shall be responsible for:

3.1 Standard of Performance

SELLER shall perform the WORKS in a professional manner, using sound EQUIPMENT and
supervisory procedures, and in accordance with the highest standards of care of leading
international standards in the execution of projects.

SELLER agrees that all WORKS performed by it, including procurement, manufacturing,
installation and supervision services, shall be adequate and sufficient for the purpose intended.
SELLER represents that it has the required skills and capacity to perform the WORKS in the
foregoing manner.

3.2 Personnel

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 3.2.1 Project Manager

Upon execution of the contract, SELLER shall designate in writing to the BUYER a competent
and experienced person to serve as SELLER’S project manager who shall be responsible for the
administration, supervision, and coordination and execution of SELLER’S obligations
hereunder.

The project manager shall be authorized to bind SELLER for all purposes under this contract.
Notices, approvals and consents given to or received from the Project manager shall have the
same effect as if given to or received from SELLER.

Should SELLER wishes to replace the project manager designated as set out above during the
course of the WORKS, the SELLER shall immediately notify BUYER in writing of the identity
of such replacement and his appointment shall be subject to BUYER’S approval.

3.2.2 Other Personnel

SELLER shall obtain and have available at BUYER’S request, sufficient qualified and
competent personnel to perform the WORKS diligently in order for the WORKS to be
completed in accordance with the provisions of this contract. All of SELLER’S professional and
field staff personnel shall have proper qualifications for the WORKS assigned to them
hereunder.

3.3 SELLER shall provide to the BUYER three (3) copies of the Technical documents for the facilities
(Annex 5) in Plan and “as-built” status.

3.4 SELLER shall provide to the BUYER three (3) copies of all proper technical documentation and
operating manuals for the EQUIPMENT in English language. This documentation shall include the
operation and maintenance manuals of EQUIPMENT, electrical diagrams, list of spare parts, material
specifications, Supplier catalogues and brochures, etc. The quality of the printed documentation shall be
of clear enough to enable reproduction of such documentation on reliable copying machines.

3.5 SELLER shall provide for the procurement and supply of the EQUIPMENT as listed in Annex 3, the
expediting, delivery CFR Jeddah Port.

3.6 The SELLER shall ensure that the EQUIPMENT, parts and materials shall be brand new and procured
for the sole purpose of the facilities.

3.7 The SELLER shall arrange with vendors and sub-contractors for the adequate containerization and
packing of the EQUIPMENT.

3.8 Each package of EQUIPMENT delivered under the contract shall have markings identifying the
contents, the name of the SELLER together with distinctive markings as required by BUYER.

3.9 To deliver and hand-over the facilities in good working order under the conditions prevailing in the
Saudi Arabia.

3.10 Compliance with EQUIPMENT codes and standards

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 SELLER shall procure all EQUIPMENT and materials and perform all of its WORKS in a
manner to ensure that each of the systems, components and parts of the facilities included within
SELLER’S WORKS will comply with engineering documents or which the BUYER has
required that the facilities shall comply with, and that have been specified in Annex 3.

3.11 Compliance with Applicable laws and regulations

SELLER shall abide by all applicable laws, regulations and ordinances and other acts having the
force of law in Saudi Arabia and all governmental authorities thereof applicable to the
performance by SELLER of the WORKS and by all BUYER’S project rules and regulations.

4 BUYER’S RESPONSIBILITIES

4.1 BUYER’S representatives

Within one month of the signing of the contract, BUYER shall designate a Project Manager who
shall be authorized to act on behalf of BUYER in connection with all matters pertaining to
BUYER under this contract.

4.2 Access to Site

In all purposes of this contract BUYER shall provide SELLER with free access to the site.

BUYER shall take all necessary steps to ensure that its activities shall not unduly interfere with
access to or preference of WORKS at the site by SELLER and vice versa. BUYER shall also
ensure that the presence of seller at the site for performance of the WORKS will not be
interfered with as a result of and shall hold SELLER harmless from any claims by third parties
that such presence violates the property or other similar rights of such third parties.

4.3 Approvals

BUYER shall expeditiously review and respond as appropriate to such proposals and requests as
may be submitted by seller pursuant to this contract.

4.4 Information as to local laws, etc.

To the extent required by SELLER in the performance of the WORKS, BUYER shall if
requested to do so and at no cost to SELLER assist SELLER in obtaining information relating to
the laws, regulations, and ordinances including safety regulations in Saudi Arabia and applicable
to the performance of SELLER’S responsibilities hereunder.

4.5 Cooperation

BUYER shall cooperate with and generally assist SELLER as may reasonably be required, so
that the WORKS may be completed at the earliest practicable date.

5 INSURANCE

5.1 BUYER shall carry and maintain or cause to be carried and maintained at BUYER’S expense the
following insurance until the issuance of the take-over certificate to the SELLER.

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  Shipping: Marine insurance on EQUIPMENT and accessories to cover all risks at sea.
 Local transport, Erection, and construction: all risks and third party liability.

The SELLER must cover with insurance policy which also includes third party insurance cover, all the
on-site WORKS performed by his own personnel including any damage to the BUYER’s interests
caused by the Contractor’s workmanship or material quality from the date of site takeover to WORKS
completion and handing over (Take Over Certificate).

6 PERMITS AND LICENSES

6.1 In SELLER’S name

Except as specifically provided, SELLER shall obtain and maintain registrations, licenses and
permits (including immigration and temporary residence and exit permits) which are required by
the Laws of Saudi Arabia for the performance of the WORK and which are required to be in the
name of SELLER or its employees or agents. If requested to do so, BUYER shall assist
SELLER in obtaining and maintaining any such registrations, licenses, and permits.

6.2 In BUYER’S name

SELLER shall assist BUYER in obtaining and maintaining of all documents necessary for any
such application, registrations, import licenses and permits which are required to be in the name
of BUYER or its employees or agents.

6.3 Certain Licenses

Notwithstanding clause 6.1 BUYER shall be responsible for obtaining import license and other
documents required for the lawful importation of all EQUIPMENT (whether required to be in
the name of SELLER or otherwise)

7 CONTRACT PRICE

Total contract price: …………. (…………. only) CFR Saudi Arabia.

8 TERMS OF PAYMENT

Following payment conditions are agreed upon:

The Buyer shall pay the Seller according to the following schedule:

8.1 15% down payment against unconditional counter bank guarantee valid after one month of the delivery
(Bill of lading);

8.2 55% against original shipping documents;

8.3 20% against take over certificate (successful commissioning) issued by the BUYER signed by both
parties

8.4 10% against unconditional counter bank guarantee valid for twelve (12) months from takeover certificate
date or eighteen (18) months from last bill of lading date whichever comes first.

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8.5 Each party will bear charges of his local bank.

8.6 Partial shipment is allowed.

8.7 Transshipment is not allowed

9 DELIVERY PERIOD

9.1 -------------------------------------.

9.2 Technical documents

Within two (2) weeks from coming into force of this contract, SELLER shall submit to BUYER
all technical documentation listed in Annex 5 specifically needed to enable BUYER
to prepare and contract out the necessary electro-mechanical WORKS related to the
project.

9.3 In the case of Force Majeure, the delivery periods agreed upon may change accordingly.

10 TAXES

10.1 Withholding from payment of the price

The price has been calculated by the SELLER as if there are no taxes at the country of delivery,
excise, stamp taxes, import taxes, VAT, levies and other taxes and levies withheld or deducted
from periodic payments of the contract price. If any such taxes are imposed on the SELLER,
BUYER shall indemnify SELLER for the amount of such taxes in the currency of the contract.

If BUYER is required by local law or regulations to withhold or deduct an amount from such
payment, the amount of the payment involved shall be increased so that after giving effect to
such withholding or deduction, the net amount received by SELLER will be the same as that
which he would have received in the absence of such withholding or deduction.

10.2 Local Income Taxes

The price has been calculated on the assumption that SELLER would not be required to pay any
local income taxes at the country of delivery based on or measured by the gross receipts.
SELLER’S personnel wages and salaries, net income or profit or the SELLER’S local corporate
taxes deriving from this contract. If any such taxes are imposed on SELLER, BUYER shall
indemnify SELLER for the amount of such taxes in the currency of the contract.

11 FORCE MAJEURE

11.1 “FORCE MAJEURE” shall mean:

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 a) War and other hostilities (whether war is declared or not), invasion, act of foreign enemies,
mobilization, requisition, or embargo.

b) Ionizing radiation or contamination by radioactivity from any nuclear fuel or from any nuclear
waster from the combustion of nuclear fuel, radioactive toxic explosives, or other hazardous
properties of any explosives nuclear assembly or nuclear components thereof.

c) Rebellion, revolution, insurrection, military usurpation of power and civil war.

d) Riot, commotion or disorder, except where solely restricted to employees of the SELLER.

e) Act of God (hurricane, flood, earthquake, volcanic eruption, etc.).

11.2 Neither party shall be considered to be in default or in breach of his obligations under the contract to the
extent that performance of such obligations is prevented by any circumstances of Force Majeure, which
arise after the date when contract becomes effective.

11.3 If either party considers that any circumstances of Force Majeure have occurred which may affect
performance of his obligations, he shall promptly notify the other party in writing.

11.4 Upon occurrence of any circumstances of Force Majeure, the SELLER shall endeavor to continue to
perform his obligations under the contract so far as reasonably practical. The SELLER shall notify the
BUYER of the steps he proposes to take including any reasonable alternative means for the performance
which is not prevented by Force Majeure.

11.5 If circumstances of Force Majeure have occurred and shall continue for a period of 90 days then,
notwithstanding that the SELLER may by reason thereof have been granted an extension of the schedule
of WORKS, either party shall be entitled to serve upon the other 28 days notice to terminate the
Contract. If at the expiry of the period of 28 days Force Majeure shall continue, the contract shall
terminate automatically.

12 INSTALLATION, ERECTION SUPERVISION AND COMMISSIONING

1.1 The contract price is including the cost of the installation; commissioning, start up and test
runs (take Over Tests). The test run is the responsibility of the Seller.

However, if the installation or acceptance tests are not completed for reasons attributable to
SELLER, then SELLER will bear the additional cost of his personnel until the completion of
take-over-tests.

If the SELLER did not send his engineers according to the annexure 9 for reasons attributably
solely to SELLER then the BUYER has the right to perform the concerned activities at
SELLER’s cost and the technical guarantee of the facility provided by the SELLER as per
provisions of this contract will remain valid.

1.2 The lump-sum prices shall include all services fee, travel expenses, allowance for engineers
and technicians.

12.3 Technical assistance and site activities WORKS includes:

a. Installation of the complete line, Site supervision of erection and installation according to the
best construction practice.
b. SELLER’s specialist’s assistance for commissioning and start-up their EQUIPMENT during
that phase of the project.

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 c. Training of BUYER selected engineers, technicians, and operators in the EQUIPMENT
maintenance control

13 TAKE-OVER TESTS

13.1 Upon the SELLER’S notifying the BUYER in writing that the facilities have reached the state of
practical completion and are ready for the pre-run tests with raw materials, the BUYER shall ensure that
the supplies and services described in clause 14 are available to the SELLER for the purpose of such
tests in appropriate quality, quantity and continuity.

13.2 Unless the parties before the commencement of tests mutually agree another procedure, the stipulations
as described in Annex 3 shall apply. To successfully complete the take over tests, SELLER shall reach
and maintain the Guaranteed output (quantity and quality) of finished product as set out in Annex 3, the
results of the tests shall be recorded on an hourly basis and signed by representatives of both parties.

13.3 After completion – for all sections of the facilities - of the acceptance tests to the BUYER’S reasonable
satisfaction, the BUYER shall issue the TAKE-OVER CERTIFICATE, signifying take over of the
Facilities.

13.4 If the acceptance test is not completed to the BUYER’S satisfaction for reasons attributable to the
SELLER, the tests shall be repeated once whenever requested by SELLER until the completion thereof
to the BUYER’S satisfaction. SELLER has the right to correct and modify the Facilities free of charge to
the BUYER if necessary to conform to the Technical specifications of the Contract.

13.5 In the event that the tests runs are delayed for more than two weeks after notification of readiness of the
facilities to SELLER for reasons beyond SELLER’S control, the tests shall be carried out at a later date
on SELLER’S account (travel and accommodation expense of the commissioning engineer).

13.6 If SELLER fails to reach the Guaranteed output specified in Annex 3 within three (3) days from the date
of completion, SELLER shall pay to BUYER the following penalties:

Penalties on EQUIPMENT Performance Capacity (All penalties refer to total contract value)

 Less than 100% up to 99% : 2%

 Less than 99% up to 98% : 4%
 Less than 98% up to 97% : 6%
 Less than 97% up to 96% : 8%
 Less than 96% up to 95% : 10%

Cumulative penalties for non-fulfillment of the Guaranteed figures are limited to a maximum of
10% of the contract price.

All auxiliary EQUIPMENT must reach required capacity or be replaced as soon as possible
within one-month time maximum.

If SELLER fails to achieve the guaranteed output within one (1) month from the completion
date for reasons attributable to SELLER, then BUYER may either take the option of carry out
remedial work himself or by others at SELLER’S cost provided that he does so in a reasonable
manner, the cost so incurred by BUYER shall be deducted from the Contract price and the
SELLER shall have no responsibility for such WORKS. This does not limit the BUYER’S right
to invoke arbitration, or terminate the contract and return to the SELLER the
machine/EQUIPMENT at the SELLER’s cost; in such a case, BUYER shall be entitled to

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 recover all paid amounts, in addition to any costs, losses and damages incurred by it in
connection with the completion of the SELLER’s WORKS under this contract.

13.7 Quality and Performance Guarantees.

13.7.1 Rejection of Facilities

As far as guaranteed performance parameters related to quality and losses are

concerned, no compromise will be considered. SELLER has to prove to BUYER that
all quality and performance guarantees are met. If SELLER fails to meet any of the
guaranteed figures and is below the limits mentioned in Article 13.6, BUYER has the
right to cash the Bank guarantee.

14 COSTS FOR TESTS AND SAMPLES

14.1 SELLER shall provide BUYER a detailed list of all raw materials and chemicals and all other
consumables (quality and quantity) required for the test runs.

14.2 The costs for all tests for the commissioning of the facilities to the BUYER reasonable satisfaction will
be borne by the BUYER as well as the supply of manpower, water, electric power, and necessary
materials. All test materials will be provided by BUYER free of charge. SELLER shall supply the
required supervisory manpower and vendor’s specialists.

15 PERFORMANCE GUARANTEE

In exchange for the delivery by the BUYER of the TAKE-OVER CERTIFICATE, the SELLER shall
deliver to the BUYER a performance bond in favor of the BUYER in the amount equivalent to 15% of
the contract price.

The performance bond shall be valid for twelve (12) months from the date of the TAKE-OVER
CERTIFICATE or eighteen (18) months from Bill of Lading date.

16 TECHNICAL WARRANTY

16.1 The SELLER guarantees that the facilities when delivered and commissioned will be of first class quality
and workmanship and shall conform in all respects to the technical specifications in the contract.

16.2 The SELLER guarantees that the facilities shall conform to the specifications incorporated in Annex 3
and will show no defects due to faulty design of EQUIPMENT, material, and/or workmanship.

16.3 Any claim by the BUYER that the facilities are not in conformity with the SELLER’S mechanical
guarantee will be settled by the parties before the termination of the “Period of Guarantee” which will be
twelve (12) months from the date of Take-over Certificate or eighteen months from Bill of Lading date.
If agreement cannot be reached between the parties, the dispute shall be referred at the request of either
party to Arbitration in accordance with clause 18. Wear and tear parts are excluded from the guarantee,
as well as deficiencies due to faulty operation, lack of preventive maintenance and negligence.

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16.4 If the facilities are not found to be in good and perfect condition and in conformity with the contract, the
SELLER will be obliged to remedy every major deficiency or fault affecting the performance of the
facilities free of charge as soon as possible. Minor deficiencies or faults will be corrected within the
period of guarantee.

16.5 If the facilities are found by the BUYER to be in good and perfect condition and in conformity of the
contract upon completion of the period of guarantee, the BUYER will issue a final Certificate of
Acceptance. The seller will send his representative to the final inspection if required.

16.6 In case the SELLER fails to fulfill the obligations, BUYER will have the recourse to the performance
bond or monies due to the SELLER to meet the cost of rectification.

17 DELAY IN DELIVERY

If the SELLER fails to deliver, and commission the facilities with the schedule of delivery per clause 9,
the SELLER will pay to the BUYER as liquidated damages 2.5% of the total contract price for every
complete week by which completion is delayed, up to a maximum of 10% of the total contract price.

18 ARBITRATION

18.1 Any necessary or requested information or claim with respect to the present contract should be made in
writing.

18.2 Any dispute which may arise from the present contract and which cannot be settled amicably by mutual
agreement, shall be settled under the Rules of Conciliation and Arbitration of the International Chamber
of Commerce, by one or several arbitrators appointed according to said Rules. Arbitration will take place
in Jeddah, Saudi Arabia and the arbitrators shall reach their decision under the laws of Saudi Arabia.

19 CUSTOMS AND IMPORT DUTIES

The BUYER will be primarily responsible for the payment of the Customs Clearance and Duties that
would be charge on the facilities.

20 LAW GOVERNING CONTRACT

The contract will be construed, interpreted, and governed by laws of Saudi Arabia.

21 DATE OF COMING INTO FORCE

This contract binds the Parties the day this Contract is duly signed by both Parties.

22 GENERAL

22.1 This contract is made in English, which will govern the contract and all official and technical
correspondence between the parties in connection herewith.

22.2 Any changes to this contract must be made in writing and signed by both parties.

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22.3 If any clause of this contract is not valid or not permissible, the rest of the contract remains valid. Any
such clause shall be re-discussed by both parties on the basis of practical commercial customs and the
parties agreement, shall be incorporated in a written modification as provided in clause 22.2 above.

22.4 All periods of time mentioned in the contract shall be based on the Gregorian calendar.

22.5 Any notices to be given by either party to the other party in connection with this contract shall be given
in writing by fax, or by registered air mail, courier, or by hand delivery to an authorized representative of
the other party against hand receipt addresses as follows:

To the SELLER:

………………
…………….
……………..

To the BUYER:

Afia International Company

PO Box 30439, Jeddah 21477 • Kingdom of Saudi Arabia
Phone +966.12.6089554 • Fax +966.2.637.3015

Or to such other address as the party to receive such notice shall designate to the other. The
effective date of any notice given in connection with this contract shall be the date on which it is
first received by the addressee unless given by hand delivery or telex or fax in which event such
notice shall be deemed to have been received on the date actually delivered or sent on.

22.6 Descriptive headings contained herein are for the convenience only and shall not control or affect the
meaning or construction of any provision of this contract.

22.7 Assignment

This contract shall be binding upon and shall ensure to the benefit of the parties hereto and their
respective successors and duty permitted assigns.

SELLER shally not without the prior written consent of BUYER assign this agreement or any of
its rights or obligations hereunder to any third party. Any such purported assignment shall be
void.

22.8 Disclosure

SELLER shall not disclose any information concerning or arising from this project to any third
party without prior written consent of the BUYER, except to the extent that it is necessary for
the performance of the contract.

22.9 Metric System of Measure

All weights and measures to be made hereunder shall be expressed in the metric system, with the
exception of items where inches are commonly accepted. SELLER shall require all sub-
contractors’, manufacturers’, and suppliers’ documents to be expressed accordingly.

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22.10 Any consents or approvals given or required to be given under this Agreement shall be effective only if
given in writing and executed by the duly authorized representative of the party granting that consent or
approval.

22.11 This Agreement, together with the attachments referenced herein and attached hereto, constitutes the
entire agreement between the parties relating to the subject matter hereof, and supersedes all prior written
or oral negotiations presentations or agreements. No modification of this Agreement shall be binding on
either party unless it is in writing and signed by both parties.

23 CONFIDENTIALITY

SELLER undertakes not to disclose to third parties (except to a limited & selected number of his
employees and Subcontractors) the existence of the Purchase Contract or its contents. SELLER shall not,
without the prior written agreement of BUYER, advertise or publicly announce that it is undertaking
WORKS for BUYER. SELLER shall place the same obligation on his Subcontractors. SELLER will
ensure that such employees and Subcontractors are aware of and comply with these obligations as to
confidentiality.

SELLER will stand totally responsible for any damages of any nature suffered by BUYER and resulting
from the violation of this clause

24 TERMINATION BY BUYER

24.1 BUYER may for any reason whatsoever and at any time on giving not less than fourteen days' written
notice to that effect to SELLER terminate the Purchase Contract without any liability therefore save for
that specified in this clause.

24.2 In the event of such termination of the Purchase Contract the respective rights of the parties shall be as
follows:

I. BUYER shall pay to SELLER:

a) the cost to SELLER of services performed and Supply executed to the date of termination.
b) the cost of EQUIPMENT or services ordered for incorporation in the Supply for which SELLER is
legally obliged to pay.
c) all documented costs directly consequential upon such termination and incurred as a result thereof
(provided such costs are proven and duly documented).

II. Save as is set out in previous clause, SELLER shall be entitled to no further payment whatsoever
from BUYER. BUYER shall not be liable for loss of anticipated profits.

III. Immediately upon such termination SELLER shall vacate the Site of the Supply and shall remove
therefrom all materials or EQUIPMENT belonging to SELLER or its Subcontractors.

IV. Any EQUIPMENT paid for by BUYER to SELLER shall belong to BUYER.

24.3 Both Parties has the right to cancel forthwith without penalty part or all of this Purchase Contract if other
party fails to comply with the terms and conditions of the Purchase Contract.

For the BUYER: For the BUYER For the SELLER:

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 For and on behalf of: For and on behalf of: For and on behalf of:
Afia International Company Afia International Company ………………………………..

Annex 2

FINAL QUOTATION #…………. DATED ………..

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 Annex 3

SCOPE OF SUPPLY, QUALITY SPECIFICATIONS AND PERFORMANCE

GUARATEES ISSUED BY BUYER

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 Annex 4

LETTER OF INTENT ISSUED BY BUYER

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 Annex 5

LIST OF TECHNICAL DOCUMENTS

(if necessary)

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 Annex 6

VARIOUS COMMUNICATIONS BETWEEN BUYER AND SELLER

(if necessary)

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 Annex 7

BOUNDARIES AND EXCLUSIONS

(if necessary)

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 Annex 8

ITEMIZED EQUIPMENT UNIT PRICE LIST

(to be submitted by SELLER )

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 Annex 9

PROJECT TIME SCHECULE

(to be submitted by SELLER)

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