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    Bombardier - General Terms&Conditions

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    defne

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    © All Rights Reserved
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    BOMBARDIER GENERAL TERMS AND CONDITIONS Short version , [Steel Welded Subassemblies] [Hisarlar Makina Sanayi ve Ticaret A.S.] 001803 Rev 03 [DEFINITIONS AND INTERPRETATION OF TERMS 1.2 EFRECTIVEDate..... . 1.3. PURCHASE CoNTRACT DocuMENTS... 2 SCOPE OF WorK : 31 GENERAL RESPONSIBLITY OFTHE SUPPLIER. 22 Norusep 23° DocuMENzATION. 24 Toone so esr Qu 23 26 3. PURCHASE CONTRACT MANAGEMENT. 3.1 RIGHTS OF ACCESS AND INSPECTION, 3.2 AUDITRIGHTS; REPORTS AND RECORDS. PURCHASE CONTRACT REVIEWS 4.1 DELIVERY... 4.2 ACCEPTANCE... PRICES AND PAYMENTS SAL PRICES nnn $2 Tass, Custos aso Duras, (GENERAL DEFECTS LIABILITY. [DEFECTS LIABILITY FOR ENDEMIC [REPAIR/REINSTATEMENT COSTS. DEFECTS LIABLITY PERIOD... 9. AFTERSALES AND SPARE PARTS. 9.1 AFTER SaLes. 0 9.2 SPAREPARTS. 8 9.3 OBSOLESCENCE MANAGEMENT AND DISCONTINUATION OF SUPPLY OF SPARE BARTS “10 CONFIDENTIALITY AND INTELLECTUAL PROPERTY RIGHTS, 10.1 CONFIDENTIALITY. 10.2 LICENSES crn 10.3 ESCROW AGREEMENTS. : : 7 10.4 INDENONIFICATION FoR INTELLECTUAL PROPERTY RIGHTS INFRINGEMENTS, * 001803 Rev 03 xO 11 LIQUIDATED DAMAGES.. Ml Late Deuvery 11.2 LIQUIDATED DAMAGES ASSESSMENT... ‘TERMINATION FOR CONVENENCE... 14 DISPUTES 14.1 ARBITRATION, 14.2 PERFORMANCE OF OBLIGATIONS DURING DISPUTE 15 GENERAL, 181 152 153 184 SUPPLIER NoTTo ADVERTISE, 155 AMENDMENTS sr 15.6 FORCE MAJEURE 187 158 159 15.10 (001803 Rev 03 7 1 INTRODUCTION 1 jons and Int LLL Definitions “Acceptance” or “BT Group” “CDRL” “Confidential Information” Dey" “Default” “Defect” Deters ability Prioa “Delivery” "Delivery Schedules" “Documentation” “Emergency Rectification ‘Wark 001803 Rev 03 Shall mean the acceptance by the Customer of the Equipment in which the Goods are Incorporated Shall be the legal entity of Bombardier Transportation being Party to the Purchase Contract. shall mean the ultimate parent company and allege entities in which the ultimate parent ‘company of BT has ether directly or through subsidiaries a participation of atleast 50% ofthe shares. shall mean the Contract Document Requirements List provided by BT to the Supplier shall mean all materials, trade seerets, or other information, including, without limitation, ropritary information and materials regarding a party's tectnology, products, business ‘information, proceses, or objectives, which ae designated as confidential or trade secret by the disclosing Panty or which are otherwise confidential by nature shall mean B's customer to which Equipment and/or associted support services will be supplied by BT, as may be specified in the STC: shall mean calendar day; . ‘he Supplier shall be in default under the Purchase Contract if fils to carry out any ofits obligations under the terms ofthe Purchase Contect, shall mean any failure ofthe Works, attributable to the Supplier or its subsupplies; to comply in any respect withthe requirements of the Purchase Contractor to achieve is Purpose whether in consequence of faulty or unsafe design, faulty materials, bad ‘workmanship or failure to achieve the purpose, or any other reason shall mean the period of time specified in clause 8 andlor in the STC, whichever is Tonger, shall mean delivery in accordance with Incoterms 2000 as refered to in lause 41, and “Delivered shall be constructed accordingly shall mean the schedules setting fort delivery dates for all pars ofthe Goods as well as Documentation, Software or any other pars specified therein, that forms part of the Purchase Contract and tht is updated fom time to time, shall mean all or any of the specifications, drawings, echnical publications, networks, computer standards, listings, programme data, Software, calculations, test schedules, tose sotpts, test procedures, test plans, test cerifications, quality plans, uality programme, quality certification, operating manuals, maintenance manuals, information related %0 Safety, CDRL and all mformation whether on paper or in eleetonie, magnetic, of any other format, which i prepared by the Supplier in relation tothe Purchase Contact shall ean any rectification work which need 10 be performed as soon as possible notwithstanding the retifiation period specified in the Purchase Contacts Documents, because such Defect is a safety issue or threatens 1 case or causes service interruption, or if such Defect could prevent BT ftom performing its obligations under the Master “Endemic Defect” “Epidemic Defect” "Equipment" “Force Majeure” “Form of Agreement” “General Terms and Conditions” or “GTC ‘Goods “Insolvent” “Inellectal Proper alge Propery + "Liquidsted Damages” "Master Contract” “No Fault Found Defect” 001803 Rev 03 ‘Contractor could eause damages to BT, the Customer or any other party shall mean a Defect in any prt ofthe Goods which by its nature i likely to occur in all of ‘the Goods or in the whole of such part of the Goods which ae of similar type. stall mean a Defect in any part ofthe Works which has occured in at lest five (5) % of the delivered Goods which are of a similar type, but at least three (3) picees, unless ‘otherwise agred inthe STC. shall mean railway vehicles or systems into which certain Goods shall be integrated. shall mean any event which cause arose after the Effective Date and which was beyond. ‘the contro, and without the fault or negligence, of either Party. I shal include, except as ‘Otherwise specified in the STC, war or war conditions riots, sabotage, fre, food, ‘yphoons, earthquakes, hurricanes, explosions, epidemics quarantine restrictions, sike other than at solely the Supplier's premises; shall mean the Purchase Contract Document which has been signed by the Parties in regard to the Project shall mean this document setting general terms and conditions. shall mean any of the () the materials andor components and modules that will be integrated into the Equipment, i) Spare Pas, (if) Test Equipment, (iv) Tooling and (0) ‘any other item to be Supplied by the Supplier asa deliverable under the Purchase Contract forming part ofthe Works shall mean the occurence of any one or more of the following events © any arrangement or composition with or forthe benefit of creditors (including any voluntary arrangement); Ga receiver, administrator, administrative receiver or other encumbrancer taking possession of or being appointed over or any distress, execution or other process being levied or enforced upon the whole or any part of its asses, (li) Ceasing or threatening to cease to carry on business, iv) petition being presented or a resolution being passed or an order being made for ‘administration or winding up, bankruptcy or dissolution, (©) Or any analogous event to those set out in) to Gv) in any jurisdiction in which the Supplier is incorporated. shall mean any form of intellectual property right in any part ofthe world and relating to. the design or any element of itor the Works, whether existing as at the date of the Parchase Contract or brought into existence afer that dae; inluding but not limited to (all patents and application and rights to apply for patents (4) all rights to copyright, whether or not registered or regsterable in information or daa Gi) all segistered and unregistered design rights snd applications for repistered esign; Gv) allregistered or unregistered trade marks, rade names, get-up and applications for registered trade marks shall mean the amounts the Supplier agrees to pay to BT in certain events. The amounts of such Liquidated Damages are set out in clause 11 or the Projet STC. shall mean the contract between BT and the Customer; shall mean in relation to any part ofthe Goods where such Goods or part thereof fail in ‘any respect to comply with the requirements of the Purchase Contactor to achieve its ‘Parpose but in respect of which filure the Parties (ating reasonably) cant agres on the cause of such failure such that i s not possible o determine whether or not itis “OEM” "Open Items" "Pany", "Parties" “Price Sheet" “Project Requirement Document” or “PRD” “Project Specific Terms and Conditions” or “STC" “Purchase Order” “Purchase Contract” “Purchase Contract» Document(s)” “Purchase Contract Price” “Rectification Cost” “Sofware” "Spare Pars” “Supplic™ "Technical Requirements “Test Equipment” “Tooting” (001803 Rev 03 Defect; shall mean Original Equipment Manufacturer of the Goods and/or sub elements which the Goods comprise; shall mean d Defect or deficiency idemified by the Supplier, BT or the Customer which has not been rectified; shall mean either the Supplier or BT individually or both when in the plurl form: shall mean the document seting forth the price for the Works that forms part of the Purchase Contract shall mean the BT document identified as such in 4 sections, Project Description and Project Management, Design, Quality, Product Introduction and Logistic, specitvng the ‘eneral requirements related tothe Works andthe execution of the Purchase Contract stall mean the BT document identified as such setting project specific tems and conditions that bring clarification to the GTC to which each of them relate Shall mean the Purchase Contract Document issued by BT identified as such, which may specify among others prices for the Works, tems of payment and the Delivery Schedules, Shall mean the agreement between BT and the Supplier which has been put into writing in ‘the Purchase Contrast Documents, as amended from time to time: shall mean the Purchase Contract and any of all of the documents comprising the Purchase Contract, as described in clause 1.3 hereinafter, shall mean the price paid by BT for all Works comprising the Purchase Contract as set out in the Price Sheet or in any other Purchase Contract Document, Shall mean al the costs related to rectification including without limitation costs related to emounting, dismantling, removal, testing, inspection, FAI (fist article inspection) activities, wanspontation, reinstallation and fleet check, as applicable, shall ican the computer code stored in permanent or semi-permanent form used to define the functions of or drive microprocessors and similar devices installed inthe Equipment, or in equipment to be used in conjunction withthe Equipment or the Werks, shall mean any parts supplied by the Supplier to BT forthe purpose of replacing & part or component fited to Equipment, either on a planned basis, related to time or mileage, oF 2s a result ofa suspected faure, Defect and damage. Such Spare Parts may be complete Goods as supplied for the original manuftctue, (refurbishment or modernization), Of ‘Equipment or sub elements (components end modules) of such Goose; shall mean the supplier ofthe Works being Party tothe Purchase Contract, shall mean the Purchase Contract Documents and their atachments issued by BT that sets ‘echnical requirements in regard othe Works shall mean the test equipment that the Supplier is committed to provide pursuant to the Purchase Contact as listed in the Technical Requirements, shall mean all jigs, toting, petems and any other manufacturing aids required for the production ofthe Works; sau ant sty aGdition, eduction, modification, omission or otherwise, to vary the Pans oF Scope of the Works confirmed by an amendment o the Purchase Costar set outin clause 7.1.4; "Works" seuanein al the required obligations of the Supplies under the Purchase Contact, ‘ncluding but nt limited to the Goods and all miscellaneous and iacidentel werk, 1.12 Interpretation of Terms ‘The endings of clases are inserted fr ease of reference only and not san sid to constuction, 1.2 Effective Date 121 The Purchase Conrat shal become fective upon he dt ofits signature by lpi. 13 Purchase Contract Documents sietiy, TM? Puchase Contact shall consis ofthe fellowing Purchase Contact Documents listed in descending order of Priority 13.1 Formof Agreement, ifany; 1512 the Project Specific Tems and Conditions (STC) and their atachments; 13.13 the General Terms and Conditions (GTC); ISDE th Tecnica! Reucement or Project Requirement Document (PRD), athe ease may be 13.15 _ theDelivery Schedule(s) 13.16 the Price Sheet, ifany 1317 the Prchase Orders} taking precedence inode ofssune, meaning the ast in dt as pris 152 Unless edherise provided inthe Purcase Contact Documens, the Purchase Counastcoatntes the entire communication {85 PATS in connection with iy subject mater and supersedes all pir docpneat eas communication, 153° Ths Purchase Contact was fly neponed in deta betveen BT andthe Supp. The present GTC have been rane, Besent GTC supersede he general purchase ad sling conditions oven Ifans Pek ee ‘© such conditions in any ofthe Purchase Contracts Document(s), 2 score‘or work : 24 esponsibility ofthe Su 211 Thy Supplier sal cary ou te Works with du cae and due digene and in cordance wth good industry practice {and shall seppy the Goods so that they are fit for B's andthe Customer's purpose 712 The Supplier shall, be responsible to supply the Works in accordance withthe Technical Requirements, using Silgeceeen Components that are new and of best quality and workmanship and shall dao fe erect iene obligation eecording to the Purchase Contat and shall asume fll esponsiblty and cos fe he ooo 213. Ths Sepolie underakes to fly co-ordinate its Works and o provide th necessary ittfcesupor to BT tp achiewe ‘4 successful integration of the Goods into the Equipment. 22 Notused 23° Documentation : 251., The Supplier shall provide at its costs all Documentation, including resized modifestions and ‘updates and shall be (001803 Rev 03 7 232 Neither review, comment, approval nor disapproval of Documentation by BT shall celieve the Supplier of any ofits responsibilities under the Purchase Contract, nor shall such review, comment, approval or disapproval constitute a ‘change, or be grounds for a proposed change tothe Purchase Contract, 24 Tooling ané Test Equipment 241 Any Tooling, Test Equipment and item provided by the Supplier and paid for by BT, as well as any Tooling, Test Equipment, item and item on loan provi by BT, shall be kept at the Supplier's premises or delivered a specified by BT. Such Tooling. Test Equipment and any component made with such Tooling shall be the property of BT and be clearly labelled as such and as maybe further specified in the Purchase Contacts Documents, et alltime and shall not ‘be made available to third parties without prior writen consent of BT. 24.2 The Supplier sal be responsible to main all Tooting, Test Equipment, tem an item on loan, whether belonging to BT or nt, in a serviceable and useable condition unt itis delivered to BT or disposed of in accordance with the instructions of BT. The Supplicr shall maintain and make available for inspection by BT an uptodate repster of all Tooling, Test Equipment ané Item. 243 Notused 25° Notused 26 Labeling and 2.6.1 All Goods shall only be labelled in accordance with the Purchase Contract requirements and any legal requirements prevailing in the country of destination and use of the Goods. 3. PURCHASE CONTRACT MANAGEMENT 31 Rights of Access and Inspection 5 3.1) For inspection of the Works, BT, the Customer, nominated representatives and any authorities shall ave reasonable access to all facilites oF the Supplier and any place or stage of manufectue, preparation, shipment ot delivery where the Works ar being performed, 32 Aut Rishis: Reports and Records 521 BT, the Customer, nominated representatives end any authorities shall have the right to audit records, reports and documents ofthe Supplier and is sub-supplier, relating tothe performance ofthe Works, the Goods and / or the Purchase Contract. Such audit right shall survive fr en (10) year after the las delivery under the Parehase Contract snd te obligation to keep such records repors and documents shall equally apply for those ten (10) years, 33 Notused 34 Testing and Inspection 341 ‘The Supplier shall undertake at its costs all ets, and provide to BT the resulting test reports, on the Goods as required to fulfil al obligations arising ffom the Purchase Contract 3.5 Purchase Contact Reviews 3.5.1 The Parties shall hold regular reviews as required by BT o discus the status of the Works, the level of performance, the Delivery Schedules, the status of Open Items and open correspondence, as well as al other issues thatthe Parties deem relevant 3.52 During the progress mectings, the Paris wll establish lst of actions. BT will bein charge of keping the minutes of the reviews and updating the list of action. Ifthe Supplicr doesnot comment on the minutes within one week afer having them received, the minutes are deemed tobe accepted 001803 Rev 03 8 x= , Uf 37 B21 38 381 39 3911 392 393 413 Design Process seeonagelie shall. where require, submit desins, drawings or other relevant information to BT without del to demonstrate thatthe Works comply with the Purchase Contact, {£8 design submision doesnot comply withthe Purchaie Contract, it sal be marked as such (stating the reasons) and seryaimely revised by the Supplier. Any consequences in tems of eost of delay resulting from a non-compliant design submission are the Suppliers respansibilty, Br avPbie shal were requested by BT, parisipate indesign review meetings or working session a requested by 2, es wells mecings with the Customer, the operator of ti Equipment, potential customers and ater BT wipliee, Purchase Contract Administration sincettler shall nominate a representative who shall, unless and until the Supplie notifies BT otherwise, be Sutera to act on behalf of the Supplier forall purposes of the Purchase Contact. Such representative sell be specified inthe Project STC. Remedial Action Sa neath th Supplier foresees, or start wo expeience, problems in fulfilling any ofits contractual obligations it Sane ne te infirm BT in weting of such, solve te oe immediately and subent fo BT ona well bai ‘action plan and stats report HenisTyes the rights, atthe cost of the Supplier o tke any remedial actions it deems necessary, such as but not limited to manufacture or procure the Goods inorder to make sure thatthe Suppliers obligedone ye or ill pe Cok within the timeframe required inthe Purchase Contract BZ Say, any time, implement clectonic means of communication by a notice in acordance with clause 3.9.1 and the Supplier agrees to follow and-use these channels of communication. Amendments tothe Purchase Contact we ‘slause 15.5 and the notification of tenmination under clause 13.1 shall not be valid if done by e-mol ‘pales thervse requested by BIT, all corespondence, drawings, data technical information, instucton books, ‘manvals, catalogues, taining, namepiates etc shall be writen in English unless otherwise specified inthe SC, DELIVERY AND ACCEPTANCE Detivery [The Works shall be Delivered within the agred time tothe destinations and in such quantities and in accordance with ‘the Incoterms asset out in the Purchase Contracts Documens [Tes Passing of ttl shall be on Delivery ofthe Goods and without prejudice to any right of ejection or otherwise BT {iu under the Purchase Contractor otherwise. The Supplier warrants that tle shall pass to BT fee and slew of all liens, security interest and any other claims whatsoever, qeaaPilies shall produce upon Delivery a fully itemized delivery advice not, clearly stating BT's part numbers, PARLE J welehts and any other information specified in the Purchase Contact, BT shall be eaied to eject any Delivery, whichis not accompanied by a delivery advice noe, unless it expressly waives such notes (001803 Rev 03 9 414 Inthe event BT cannot accept Delivery upon the date(s) specified inthe Delivery Schedule for reasons i is responsible fr, the Supplier shal, i BT so requests, store the undelivered Goods a suitable premises approved in advance by BT. ‘The store period of the Goods shall not exceed seven (7) Days. Othervse the exceed period will be charged to BT pet exceeding date, provided that itis specified in the Project STC. 41.5 With regard to the Delivery Schedule maragement BT shall fumnish to the Supplier a Delivery Schedule set up onthe basis ofthe Master Contact, andthe Supplier shall organise its own planning with due regard thereto, BT shall notify ‘any modification to the Delivery Schedule tothe Supplier in writing and may furnish successively to the Suppliet Particular Delivery Schedules pursuant to its parcular needs and which shall prevail over the Delivery Schedule previously issued subject tothe following provisions 4415.1 BIreserves the right at ao extra costo revise the Delivery Schedules and quantities to meet ts requirements, subject. to a notification thiry (30) Days before the date the Delivery should take place according tothe Delivery Schedule previously issued, 42° Acceptance 42.1 BY shall have the right to inspect all Goods either at the place of manufacture, site of assembly, point of shipment, Point of destination or BT premises. At the time of inspection, the Supplier shall provide all of the Documentation ‘lating to the Goods being inspected. 422 BT shall be entitled to use the tools and documentation of the Suppliers quality assurance and inspection systems as ar of is own quality assurance procedure and to record its ow performance, 423 Ifa pre-Delivery inspection is held and indicates a minor Defect, BT may at its discretion allow such item to be Delivered, subject, however, o the Suppliers obligation to make any necessary repairs or ke other necessary corrective action at its own expense and without causing any delay. Such Defecws or deficiencies willbe listed as an Open Item and shall be remedied by the Supplier in the time period agreed with BT. Falue by the Supplier to remedy ‘such Open Items shall result in rejection of such Goods. Approval for Delivery shall not ater the Supplier's ‘responsibilty in regard to its obligations under the Purchase Contact. , 424 If post-Delivery inspection of a part of the Goods shows that it is in accordance with the requirements of the PParehase Contract, but revels deficiencies to such part ofthe Goods which doesnot render such part or the Equipment to be unfit for the intended purpose under the Purchase Contract, BT may install such part of the Goods i the Equipment, Such deficiencies, if any, will be listed as an Open Item. The Supplier shall remedy all such Open Items, ‘within fourteen (14) days after notification or any other reasonable period of time specified by BT. Failure to do 30 shall result inthe rejection of the Goods. Such installation shall not alter the Supplies responsibilty in regard to its obligations under the Purchase Contract 42.5, Noowithstanding the provisions of clause 4.23 and 4.2.4, if at any time before Acceptance an inspection of part ofthe Goods reveals that it doesnot meet the requirements ofthe Purchase Contract, BT may (without prejudice to any other Fights or remedies that may be available), at its option, () reject such pat ofthe Goods and return ito the Supplier for ‘pain, revork, modification or replacement within the time specified by BT in the notice of rejection, so that compliance withthe Purchase Contract is achieved or (i repair, rework or modify such pan the Goods itself or (ii) have a third party repair, rework or modify such part of the Goods, in each case at the expense of the Supplier. Performance of remedial work by BT and/or the Customer shall not elieve the Supplier of any of its obligations under the Purchase Contract, inciuding but not limited tits Defects Liability obligations a deseribed in clause 8 42.6 Rejection of Goods at any time by BT shall vtate Delivery for ll puposes and Liquidated Damages for late delivery may be charged by BT at is sole discretion from the delivery date forthe Goods set forth in the Delivery Schedule, ‘til such rejected part of the Goods is re-elivred to BT in compliance withthe Purchase Contract. 42.7 Any part ofthe Goods retumed to the Supplier for replacement, repair; rework ot modificatdn (as the case may be) under this Purchase Contract shall be replaced, reworked or modified (es the case may be) by the Supplier to meet all Parchase Contract requirements. The Supplier shall be responsible forall expenses and costs incurred by BT andr the Customer as well a forall Rectification Costs, 42.8 Nowwithstanding the foregoing, BT may atits discretion defer the immediate removal of any rejected pat of the Goods fiom the Equipment and determine a ater time witen such removal shall take place 001803 Rev 03 10 xo uf 429 42.10 51 sa 52. S21 522 54 541 BT my ais discretion decide to not incorporate the Goods or prs thereo nto the Equipment if BT isnot satisfied thatthe same has sucrsflypsed te aplicable ts) The Supplr sal bara Goes is futeed by the Paes tat neither BT nor the Customer is obliged to issue a cenifcue of ‘Acceptance or compliance under this Purchase Conc, attesting of the conformity ofthe Equipoore PRICES AND PAYMENTS : Pion el supply t BT and fl with the pope autores any documentation tat may be equied forthe Jecloang merit ands import Each shipment must be accompanied by all necessary stoma docenenecieset Aeclaring the transactional value of the sad shipment ‘Tams ofPavment Rear elect all payments sty (60) days upon recep of the Supplier's invoice or Delivery ofthe Goods or Works or the contractual delivery date s set opt inthe Delivery Schedule, whichever the latest, i racic il separately identify the taxes and sal clesly sate the Purchase Order number, part umber BT, prt uae Supplier, delivery note number, quantities and unit prices and other information specified in te Porcore {Try Supplier shall not be entitled to any payment forthe Works unless and until BT has physically received the Goods Decumensegblet has provided clear proof of the appropriate quality assurance documeataon, tnd / or whet ocumentation, ofthe part of the Goods or Works forming part of the invoice andthe Goods or pats of Goes Tera Cee invoice hasbeen raised have passed all applicable tests due at the time and scrutiny regused by the Purchase Contract. ih akg of delayed payment, caused by and attributable to BT, the Supplier is ented to interest fom the due date at ‘he rate of one per cent (1%) ofthe value ofthe delayed payment per veer ‘Withholding and Right to Serf Jn te event, the Supplier i in breach of any obligations under the Purchase Contract, BT shall be entitled to withhold meat Gue to the Supplier under the relevant purchase conrat signed by the Parties until the position is ecuhoa. Seg Pejuice to ny ober rght or remedy, BT reserves the ght st off te amount owing fany ane Rees os Supplier o BT against the amount due to be pid by BT tothe Supplier under the Fachare Concer (001803 Rev 03 n ioe, a maa m2 m3 74 1s 12 7121 722 NOT USED ‘VARIATIONS Variation Order [BT may, a any time by issuing a naice, equest any change inthe Works. Only notices sent by the BT's procurement represeniativ ofthe Purchase Contract are deemed to be valid request. ‘Within fifteen (15) Days of receipt of such request for @ Variation by the Supplier, the Supplier shal at no costs for BT provide to BT in writing detailed information about the request for Variation, such as a description of variation and ‘Setals of work required, proposed increase (or reduction) inthe Purchase Contract Price, including material, labour, ‘overhead and profit, any proposed revision to the Delivery Schedules, other relevant implications and whether such request fills inside or outside of the Scape of the Purchase Contac, with precise reference tothe provisions of the Purchase Contract Documents. Inthe event the Supplier does not advise BT in accordance herewith, the request for ‘Variation shall be deemed to be accepted and require no amendment ofthe Purchase Contract, ‘Upon receipt of the Supplier's detailed information about BT's request for Variation, BT may issue a Variation Order Jn accordance with the Suppliers proposals, At any time BT shall also be entitled tissue a Variation Order inthe form of directive whereupon the Supplier shall be obliged to proceed in accordance wih the said directive. The Parties shall ty to solve the open issue to enable BT to issue a Variation Order in accordance with clause 7.1.3. In case a Pay is notifying the other Party in writing that such issue could not be solved, the Supplier shall, within swenty-cight (28) Days of receipt of such notification be ented to refer the mater to the dispute resolution process pursuant to clause 14 (Disputes) by giving BT notice in ‘writing, Adjustments to the Purchase Contact shall be determined as per the directive until the matter is resolved in accordance with clause 14 Disputes) ‘The Parties agree that inthe context of the development of tbe Equipment the technical requirements of the Works defined atthe Effective Date are subject evolution, detailing and furinet specification throughout the design phases ofthe Purchase Contract until a final freeze of the design has been agred following the Detailed Design Review. Any such evolution, detailing and further specification which does not contradict to the requirements defined at the Effective Date shall not constitute a change in the Works and shall not be subject o Variation Onder. in Apsli If, after signature of the Purchase Contract, the Supplier becomes aware of the introduction of any new relevant legislation, regulation, standards or of any new relevant interpretation thereof by the relevant authorities, it shall <0 inform BT in writing, with relevant detils and shall be obliged to ensure compliance with any new applicable [egisltion or change. ‘The Supplier shall be obliged to ensure compliance with any new (and/or change of existing) applicable legislation, ‘regulation, standards or of any new relevant interpretation tereot by the relevant authorities introduced after the Effective Date, Clause 7.1 shall apply. Any consequences shall be atthe Suppliers full responsibility (time and expenses) if such change occurs within thee (3) years alter te Effective Date or if such occurence could have been ‘Known or ascertained by the Supplier atthe Effective Date LIABILITY FOR DEFECTS General Defects Liability : , ‘The Supplier shall be responsibe forthe reetifiation ofall Deets arising during tbe Defects Liability Period, In the event of any Defect arising, BT shall notify the Supplie. Upon receipt of such notice, the Supplier shall immediately tke appropriate measures at ils cost to rectify the Defect and shall at BT's option repair, rework, modify ‘or replace the respective par of the Goods So that compliance with the Purchase Contract is achieve. (001803 Rev 03 2 Oo 813 B16 82 821 822 83 83 332 (001803 Rev 03 Rectification shall be effected promptly and, unless otherwise specified in the Project STC, no later than seven (7) ‘working days afer the notification by BT under Clause §,1,2. IF any Defect is not remedied by the Supple within such period of time or if Emergency Rectification Work is required, either BT or the Customer may choose to proceed ‘with the remedial work itself, or procure the performance ofthe remedial work by another party, atthe Suppliers risk, ‘and the Supplier shall indemnify BT or the Customer, a8 the case may be, fr is costs and expenses arising there om, ‘The Supplier shall issue a failure eport for any rectfieation work cated out stating the causes of the Defect andthe rectification messures taken ‘Any rectification work shall be carried out with a litle disruption as possible to the Customer's operations and its ‘maintenance and service facilses and as soon as possible and in any event no later than any esponse time specified in the Project STC, ifany The Supplier shell incorporate alterations, additions, and corrections occurring as a result of carying out its obligations during the Defects Liability period into its set of drawings and Documentation as soon as the relevent work has been carried out and shall provide them to BT fre of charge. ‘The risk of loss for any defective Goods shall revert to the Supplier uni all comrective work is performed and the Goods become again under the care, custody and control of BT. The Supplier shall also bear the risk of loss when performing corrective ation to lose Open Items, 1 n any twelve (12) month period within the Defects Liability Period (i) three (3) pars of the Goods ofthe same type (ame identification number) manifest a No Fault Found Defector (i) such Defeet occurs in the same part of the Goods (same serial number) on more than one (1) occasion the Supplier shall, atts costs, investigate the nature and cause of suck No Fault Found Defects within the operational environment on the Equipment in which such parts has been incorporated. A No Fault Found Defect occuring in the same part of the Goods (same serial number) on more ‘than two (2) occasions shall be deemed to be orto have been (asthe ease may be) a Defec, if it was not possible to determine whether or not it i a Defect through the Supplier's investigation stipulated above End demic , Jn he event of any Endemic Defect or Epidemic Defect arising during the periods specified in clause 842 and regardless of whether the Goods in question are sill subject to Defect Liability Beriod, the Supplier shall, at its own tisk and costs rectify all Goods (Delivered or not) including Spare Parts whether or not the Endemic or Epicemic ‘Defect shall have manifested itself in all such Goods. Such rectification work isto be considered as work done during the Detecs Liability Period All Rectification work related to any Endemic Defector Epidemic Defec, including without limitation the submission of appropriate faite reports, shall be done in a timely manne, as determined by BT, The Supplier will keep BT informed as to the progres ofthe work o failure report preparatioh andthe reasons for delays if any. Endemie Defect or Epidemic Defect shall always be deemed to be an Open liem for any item of Equipment not yet accepted by the Customer. Coss ‘The Supplier shall be responsible forall expenses and cost incured by BT and/or the Customer as well a forall ‘Rectification Costs in connection withthe remedying of Defees, Endemic Defects or Epidemic Deft, ‘During the applicable Defects Liability Period, all material, parts or equipment caused to be damaged asthe result of Defect in design, materil, or workmanship in other pars or material supplied by the Supplie, shall be repaired ot replaced atthe expense ofthe Supple. : fas aresult of any conection of Defects indesign, material, or workmanship, which, such as but not limited to, causes ‘a increase in maintenance or a reduction in reliability or availablity beyond that specified inthe Purchese Contract ot Ihave an impact in the performance ofthe Goods and/or Equipment, shall be athe Supplier's expense. 84 Defects Lisbiliv Period 84.1 The Defects Liability Period for any particular part ofthe Goods that has to be integrated into the Equipment shall begin upon Acceptance and shall end thiny-six (36) months after such Acceptance unless otherwise specified in the Project STC. 842 The Supplier shall be responsibie for correction of Endemic and Epidemic Defees inthe Goods forthe period of ten, (Lo) years fom Acceptance unless otherwise specified inthe Project STC, 8.43 When a Defect in a part of the Goods arising during the Defects Liability Period has been rectified, the Defects Lisbility Period fo that rectified par ofthe Goods shall restart for the date retificaton is completed in accordance with the Purchase Contract requirements. 844 In the event the Defeet is an Endemic Defect or Epidemic Defect arising, the period as specified in clauses 8.4.2 will be reinstated from the date of completion of the defect rectification, 9 AFTERSALES AND SPARE PARTS 91 after Sales 9.1.1 The Supplier shall make available to BT adequate after-sales support for the safe operation and effective maintenance, ‘repair and overhaul ofthe Equipment as specified in the Purchase Contracts Documents 9.1.2 The Supplier shall provide to BT such information to ensure te safe operation and effective maintenance of the Goods in the Equipment. Such information may include pars numbers, relevant documentation, drawings and OEM details of ‘ach sub-component of which the Goods comprises. 92 Spare Pans 9.2.1 ‘The Supplier shall upon request of BT ot BT Group provide Spare Pars throughout the operational service life ofthe " ‘Equipment, at least for thimy (30) years from Acceptance to fulfil BT's obligations under the Master Contract or otherwise as wil be further desribed inthe Purchase Contract Docyments; such Spare Pats being procured from (and ‘where applicable repaired/ovechauled by) the OEM of the relevant part to which the Spare Part corresponds except Where otherwise approved by BT. 922 The Supplier shall procure and warrant that each Spare Pat supplied to BT shall atthe time of delivery comply with ‘the requirements ofthe relevant specifications and performance requirements and wit all applicable laws and relevant rules and procedures and be of a least as high quality as te orginal part (when new) and provided always tht in the ‘event of any conflict between the provisions ofthis Purchase Contract and applicable laws, the later shall preva 9.23 The Supplier shall meet the further obligations regarding Spare Pats set out inthe Technical Specifiction and/or PRD. ‘All Spare Part shall be subject othe Defects Liability provisions set forth in the Purchase Contract 93 Obsolescence Management and Discontinuation of Supoly of Spare Pars 93.1 The Supplier shall comply with the requirements ofthe Purchase Contract Documents in relation to the management of obsolescence of Goods and Spare Pars, In addition ao later than 3 (three) montis after the Effective Date, and at regular intervals of not more than 12 months thereafter the Parties shall meet to analyse the risk of any Spare Part becoming unavailable during the operational service life of the Equipment (whether by reason of obsolescence, iscontinuity of supply or any other reason) and to produce or update as the case may be a plan (the “Obsolescence Plan”) (001803 Rev 03 4 932 [fat any time during the operational service life ofthe Equipment the Supplier intends to discontinue the manufacture ‘of certain Spare Parts, or becomes aware thatthe manufacturer ofa certain Spare artist discontinue manufacture, it Shall inform BT promptly and give BT the opportunity to make a final order (Last Time Buy). Furthermore, on ‘equest, the Supplier shall furnish BT with the coresponding documentation and give the contact address of the fsppropriate sub-supplier and grant BT a license to manufecute such Spare Parts according to clause 10.2.2, Should production of the Spare Parts using these documents prove impossible or uneconomic, the Supplicr shall recommend @ Eubstnute product to BT which sall be of equivalent ft, form and function so as not to jeopardize the performance and sale operation of the Equipment. 10 CONFIDENTIALITY AND INTELLECTUAL PROPERTY RIGHTS 10.1 Confidentiality 10.1.1 Each of the Parties shall maintain the Confidential Information ofthe other Paty in strict confidence and shall not Aiselose or otherwise communicate such Confidential Information toa third party, or use it for any purpose, ther than performing its obligations acording tothe Purchase Contact, except tothe Customer as necessary. Each Party shall Exercise reasonable precaution to prevent the unauthorized disclosure of such Confidential Information by any of its ddzectors, officers, employees, consultants, suppliers, sub-lcensees and agent, 10.1.2 The confidentiality obligation shall not apply for information, which has already been published, which on receipt was ‘ready known to the receiving party, hich was mede available by any third party without the breach of any ‘obligation of confidentiality or if required to be disclosed by the receiving pany to comply with applicable laws, regulation’ or court orders, ‘ 10.1.3 On request from the disclosing Party or upon the receiving Party ceasing to need the Confidential Information for the purpose ofthe Purchase Contract, whichever isthe euler, the receiving Party must return to the dielosing Party’ oF, at the request of the disclosing Party destroy, or remove all material containing Confidential Information in its possession lor under ts custody or conizol and shall confizm such ations in writing tothe disclosing Party 10.1.4 The provisions on tif clause 10.1 shall survive for ten (10) years after expiry andlor any terminatioh ofthe Purchase Contract. 102 Lisenses : 10:21 The Supplier hereby grants to BT and the Customer anon exclusive, irevoeable, perpetual, royalty fee license (with the right to grant sublicenses and to be transferable) to use any Inelectual Property Rights owned by the Supplier and shall procure such grant of any Intellectual Property Rights owned by a third pany, necessary forthe maintenance, repaiz, modification and overhaul ofthe Goods and forthe performance, manufacture and operation of the Equipment, fs well os taining, including th fights t use, copy, modify, translate, adapt and disclose such Intellectual Property ‘Rights fr the said purposes 1022 Ifthe Purchase Contract is terminated for Default, or ifthe Supplier becomes Insolvent, BT and the Customer shall be

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