PURCHASE ORDER

PURCHASE ORDER
Supplier: Huawei International Pte Ltd
Address: 51 Changi Business Park Central 2,
08, Singapore 486066
Email: Huawei_pacific@huawei.com
Customer: Bemobile (Solomon Islands) Limited
#07 Address: P.O Box 2134, Honiara, Solomon Islands
Email: Freda.piandi@huawei.com

PO No.
PO Issued Date
Currency USD
Deliver to Bemobile (Solomon Islands) Limited
Invoice to Bemobile (Solomon Islands) Limited

We are pleased to place an order for the services ("Services") as follow:

SERIAL UNIT TOTAL
DESCRIPTION QTY
NO PRICE PRICE
BM RNC Licenses Expansion
1 (HSDPA 234Mbps->520M,HSUPA 36Mbps->46Mbps,PS 1 321,511.28 321,511.28
Throughput 224M->550Mbps )
3 Temporary Licenses Cost for 2.5 Months 1 22,327.17 22,327.17
TOTAL PRODUCT PRICE 343,838.45
ONE-TIME DISCOUNT -93,838.45
TOTAL PO VALUE AFTER ONE-TIME DISCOUNT 250,000.00
In words: USD TWO HUNDRED FIFTY THOUSAND DOLLARS ONLY

Terms and Conditions:

1 Effectiveness
The content of this Purchase Order (“PO”) together with its terms and conditions comprises the entire agreement and
supersedes all previous representations, agreements and/or communications (evidenced in writing or verbal) inconsistent
with the PO.
This PO shall only become effective and thereby irrevocable and non-cancellable upon acceptance of the PO by Supplier
in written.
Any proposed change(s) to project implementation under this PO shall go through a change management process to be
agreed by parties.

2 Pricing
Pricing shall be valued and billed in USD, and quoted DDP Port Moresby under INCOMTERMS 2010 by the International
Chamber of Commerce.

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3 Payment Terms
Advance Payment: 50% of the PO value shall be invoiced upon the acceptance of PO.
Second Payment: 50% of the PO value shall be invoiced upon POD documentation.

All invoices shall be paid into Supplier’s Bank Account under the PO by telegraphic transfer (T/T) within thirty (30)
calendar days upon issuance date of the invoice(s).

Customer agrees not to unilaterally set off any amount due and owing to it from Supplier under any agreement (including
the liquidated damage under this PO).
In case any payment from Customer to Supplier becomes properly due under the PO and remains unpaid after its due date,
Supplier further reserves the right to suspend the performance of delivery, installation, commissioning, support,
maintenance and any other services, and such unpaid amount will carry interest at the rate of one point five percent (1.5%)
per month for the unpaid amount, calculated from the day upon the date of which the payment was due until the date of
which payment is actually received by Supplier in full.

Manufacturing and shipment of Product by Supplier shall be subject to the receipt of Advance Payment.

Customer shall not make payment into the bank account other than the bank account identified below. Any notice for
changing the information of Supplier’s bank account will take effect provided that it is duly issued and signed by an
authorized representative of Supplier.

Beneficiary Name: Huawei International Pte. Ltd.

Account No.: 0003043099019
Bank Name: DBS Bank Ltd.
Swift Number: DBSSSGSG
Currency: USD

4 Shipping Documents
Copy or electronic shipping documents possibly to be included under the PO:
A) Commercial invoice
B) Transport document
C) Packing List
D) Others

5 Taxes in Solomon Islands Territory

The Pricing of this PO does not include VAT, GST, other taxes, levies, tariffs, customs duties or withholding taxes incurred
within the Territory unless otherwise specified, while the invoice(s) shall indicate GST or related taxation amount.
All local taxes shall be borne by Customer in addition to The Pricing of this PO and paid directly to the relevant authorities.
All local taxes caused by tax change shall be borne by Customer.
In the event that a withholding tax or deduction is so required by the law or administrative regulations of Solomon Islands,
Customer shall provide Supplier with an official withholding tax clearance certificates from relevant (tax) authorities
within sixty (60) days after the payment is made.
Supplier may, without affecting its fully performance to Customer under this PO, subcontracts its obligation to any third
party in mitigating any potential financial or legal risk.

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6 Warranty
Supplier provides a limited warranty for twelve months (360 calendar days) against defective design or workmanship upon
POD (Proof of delivery) under DDP Port Moresby of INCOMTERMS 2010, supported by POD documentation issued by
Customer or its shipping agent at Port Moresby.
In addition, subject to a valid maintenance agreement, the support service life of products provided by the Supplier shall
be as follows:
The support service of each Software Release: 3 years from its General Availability (GA) date. The Supplier shall be
exempt from any responsibility or liability upon the expiry date of such 3 years for such release, including no available
support or service under EOS.

7 Transfer of Product Risk

Risk to the Product shall be transferred to Customer upon POD (Proof of delivery) DDP Port Moresby under
INCOMTERMS 2010.
Upon POD, Customer shall be deemed to have accepted the Product and Supplier shall not bear managerial or any other
analogous responsibility for the Product such as reimbursement, replacement, indemnity, liquidated damages of Product.
And any possible Provisional Acceptance Test (PAT) or Final Acceptance Test (FAT) and its related legal, financial
effectiveness only apply to Service part under this PO, without affecting the effectiveness of Customer’s acceptance on the
Product.

8 Liquidated Damages
If Supplier fails to deliver the Product according to the agreed schedule solely due to its own fault, Supplier shall pay to
Customer liquidated damages at the rate of zero point zero five percent (0.05%) of delayed Product value for each day
delayed, but subject to a limit of five percent (5%) of delayed Product value.
Liquidated damages shall serve as the sole remedy of Customer, and shall serve as full compensation for such late delivery
by Supplier.

9 Limitation of Liability
Neither party shall be liable to the other party for indirect or consequential losses, including but not limited to loss of profit,
loss of revenues, loss of opportunity cost, loss of goodwill or reputation, loss of data or information and loss of interest.
The total liability of Supplier under this PO shall not exceed ten percent (10%) of the PO value.

10 Confidentiality
All Documentation and information supplied by either party to the other in whatever form shall be treated as confidential
and shall not be disclosed or used otherwise than for the purpose of performing their obligations under the PO.

11 Intellectual Property Rights

Intellectual Property Rights ("IPR") in the Product and in all information relating to the Product made available to
Customer shall remain vested in Supplier. All foreground IPR, if any, shall be owned by Supplier.
Neither party is granting its Intellectual Property Rights to the other party under this PO.
Customer is granted a non-exclusive and non-transferable license to use the software supplied under this PO for operational
purpose only.

12 Governing Law and Dispute Resolution

This PO shall be governed by the substantive laws of Papua New Guinea excluding its conflict principles.
Any dispute relating to this PO shall be submitted to the arbitration in Singapore in accordance with, and subject to, the

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Arbitration Rules of the Singapore International Arbitration Centre 2013 (5th edition). Unless the parties agree upon an
arbitrator, either party may request a nomination from the President of the Singapore Law Society, the parties agree to be
bound by that nomination. The place of the arbitration shall be Singapore. The arbitration proceedings shall be conducted
in English language. The award of the arbitration shall be final and binding against the Parties. All costs and expenses in
respect of the arbitration shall be borne by the non-prevailing Party.
When there is discrepancy between this PO and the frame contract (if any) signed between Customer and Huawei, this PO
shall prevail.

13 Force Majeure
Either Party shall be excused from the performance or punctual performance of any of its obligations under this PO and
such obligations shall be extended by a period reasonable under the circumstances if the performance thereof is prevented,
hindered or delayed by Force Majeure events. Force Majeure events shall include but not limited to:
a. acts of God, natural disasters, earthquakes, fire, explosions, floods, hurricanes, extreme weather;
b. riots, wars (whether declared or not), hostilities, revolutions, civil disturbance or usurped authority, accidents, terrorist
acts, sabotage, nuclear incidents, epidemics (whether declared or not), strikes, port congestions, embargo, resolution or
requisition;
c. any other acts or incidents which is beyond either Party's reasonable control according to applicable laws.
The affected party shall promptly notify the other party in writing within fourteen (14) days from the occurrence of the
event of force majeure stipulating the occurrence of the event to force majeure and furnish all relevant information thereto.
If any event of Force Majeure occurs, neither Party shall be responsible for any damages, increased cost or losses which
the other Party may incur by reason of such failure or delay of performance. The Party claiming Force Majeure shall
take appropriate measures to minimize or remove the effect of the Force Majeure event and, within the shortest possible
time, attempt to resume performance of the obligation(s) affected by the event of Force Majeure.
If Supplier is prevented from performing any of his obligations under this PO by Force Majeure and cause delay in
performing its obligations and/or incurs cost by reason of such Force Majeure, Customer shall extend the time of
performance for any such delay, in case performance is or will be delayed.

14 Termination
This PO shall come into force on PO signing date by both parties.
In the event that either party commits a material breach of this PO, the non-defaulting party shall give the defaulting party
written notice of the alleged breach and a reasonable period of time within which to remedy the alleged breach. In the
event that the defaulting party fails to remedy the alleged breach within such period, the non-defaulting party may upon
giving ten (10) days written notice to the defaulting party, without affecting any other claim or remedy, the non-defaulting
party is entitled to terminate the PO or any relevant part of it.
Termination for any reason will not discharge Customer from payment of any sums already due or becoming due at the
date of termination.

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We hereby accept this Purchase Order subject to its terms and conditions.

Customer
Name:
Title:
Signature:
Date:

Supplier
Name:
Title:
Signature:
Date:

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