Doe. GTC-CORMATEGDLE GENERAL TERMS AND CONDITIONS FOR PURCHASE ORDER DOCUMENTS es wiaiGH COMPLEXITY = l saisem Page 1 of 30 GENERAL TERMS AND CONDITIONS FOR PURCHASE ORDER DOCUMENTS - HIGH COMPLEXITY - GTC-COR-MATE-001-E (Of L A cawarors| 08 \eted for updating CBO ao ato” | Revislon |Description of Revision Propares cnodtos Approved “his document iin popertyofSalpem Sp. who i safeguard sh according tothe hi and pena proviso he iGENERAL TERMS AND CONDITIONS FOR Doe. 9, GTC-COR-MATE-001-E BURGHASE ORDER DOCUMENTS" | exoo | paecaoanort "ftch coMPLERTY Pose 239 ‘Summary of Revisions cue com | tm | tvinoomaen | rrprea | creaoa | apwon creconumteone | zarznm | or | wondtwapwet |aoenawe| ere | spa eas" | ER [aaa creconusreane | omens | co | wuesermsang | aenrewoo| ero | spore ead a arc-conuarecore | conocow | os | womstripaieg | Roitowe | stem | peo ous | See! | ie cro-corwarecore | surocos | os | tssuettorupdaing | REitewto | S.bon | P. Dalate creconwarecove | aonaaoe | es | soumdtrensaing | Bio | Sou | P bat rcconwarecore | caozror | os | mswatorupsany | Aims | S.gens |» onateDoc. n. GTC-COR-MATE.001-E GENERAL TERMS AND CONDITIONS FOR PURCHASE ORDER DOCUMENTS : THIGH COMPLEXITY = saipem age 0f38 Ie leo ms RBEEBBE BE eM em RBBB BBR PART A - DEFINITIONS AND INTERPRETATION PURCHASE ORDER DOCUMENT: 5 AGCEP 5 DEFINITIONS AND INTERPRETATION 6 PRIORITY OF DOCUMENTS: z PART B - SCOPE OF PURCHASE ORDER DOCUMENTS SCOPE OF THE PURCHASE ORDER 8 \SER TECHNICAL DOCUMENTS 8 APPROVAL OF SUPPLIER DOCUMENTS PROGRESS OF THE SUPPLY 9 FREE ISSUED MATERIAL 9 PARE PARTS 40 REVISIONS IN THE SUPPLY 40 SUPPL! SONNEL AND EQUIPME! 4 ER'S GENERAL RESP: ITIES AND CHAR 12 DELIVERY 13 Liguip, GES. TITLE AND RISK 45 WARRANTI 46 PART C - COMMERCIAL TERMS. PRICE 47 ‘TAXES, DUTIES AND FEE! 47 INVOICING AND PAYMENT 17 BANK GUARANTEES 49 PART D - SUSPENSION, TERMINATION AND FORCE MAJEURE |USPENSION OF SUPPLY 24 FORCE MAJEURE 24 NOTICE OF DEFAULT 22oc. n, GTC-COR-MATE-0O1-E GENERAL TERMS AND CONDITIONS FOR PURCHASE ORDER DOCUMENTS row 05 | bate oxoznott . THIGH COMPLEXITY = saipem Page 4038 25 TERMINATION 23 PART E - RESPONSIBILITY AND INSURANCE 2 LIABILITIES AND 25 22 _~— INSURANCE REQUIREMENTS 7 BEBBERBERBREBRB SBRERBRAEB PART F - GENERAL LEGAL PROVISIONS GOVERNING LAW. 28 LAWS AND REGULATIONS 28 SETTLEMENT OF DISPUTE: 28 CONFIDENTIALITY AND ETHICAL BUSINESS STANDARD. 29 ASSIGNMENT AND SUB-CONTRACTING 34 ASSIGNMENT OF CREDIT 32 CONCESSION AND NON-WAIVER OF RIGHTS. 32 SURVIVAL OF PROVISIONS. ___32 AUDITING 32 THIRD PARTIES’ RIGHTS 32 LIEN 33 DEBTS DUE BY THE SUPPLIER 33 INTELLECTUAL PROPERTY RIGHTS 33 IDEPI ER 34 CORRESPONDENCE - NOTICES 35 PART G - TECHNICAL REQUIREMENTS. QUALITY MANAGEMENT 38 HEALTH SAFETY ENVIRONMENTAL REQUIREMENTS 36 RISK MANAGEMENT 36 EXPEDITI TESTING 36 ‘SHIPMENT PREPARATION, PACKING AND MARKING 38 TECHNICAL ASSISTANCE SERVICES 38 WEBSITE(S) 39Ooo n GTSCORMATEODHE GENERAL TERMS AND CONDITIONS FOR : PURCHASE ORDER DOCUMENTS fex.08 | Dae on0ar011 mil. HIGH COMPLEXITY = saipem Pege 60198 14 12 13 14 24 22 23 GENERAL TERMS AND CONDITIONS FOR PURCHASE ORDER DOCUMENTS — HIGH COMPLEXITY —- PART DEFINITI D INTERPRE’ PURCHASE ORDER DOCUMENTS ‘The PURCHASE ORDER DOCUMENTS shall consist of the documents set out in the PURCHASE ORDER. ‘The PURCHASE ORDER constitutes the entire agreement between the PARTIES with respect to the SUPPLY and supersedes all prior negotiations, representations or agreements related to the PURCHASE ORDER DOCUMENTS, either written of oral No amendments or modifications of any terms or conditions under the PURCHASE ORDER DOCUMENTS shall be valid unless evidenced in writing and signed by the PARTIES. ‘The PURCHASE ORDER DOCUMENTS do not create any exclusive right to the benefit of the SUPPLIER to supply the GOODS. The PURCHASER shall not in any way be precluded from entering into an agreement with any other party for the SUPPLY of the GOODS either after expiration of the PURCHASE ORDER, or when exercising its rights in terms of Clause “TERMINATION’, during the validity of the PURCHASE ORDER DOCUMENTS. The English language shall be used in all correspondence and in all documents relating to the PURCHASE ORDER DOCUMENTS including all engineering and design data, reports and the like and all relevant technical information. ACCEPTANCE Upon receipt of the PURCHASE ORDER DOCUMENTS issued by the PURCHASER, the SUPPLIER shall complete, sign and return to the PURCHASER the Letter of Acceptance or Acknowledgement form attached to the PURCHASE ORDER together with other documents as set out In the said form of the Letter of Acceptance or Acknowledgement, within five (5) Calendar Days of receipt thereof ‘confirming his unconditional acceptance of the PURCHASE ORDER DOCUMENTS. ‘The acceptance of the PURCHASE ORDER means the SUPPLIER acknowledges that he has the competence and the ability to provide the SUPPLY in accordance with the PURCHASE ORDER and to allocate the necessary resources hereto. Acceptance of the PURCHASE ORDER DOCUMENTS is expressly limited to the terms and conditions of the PURCHASE ORDER DOCUMENTS and none of the SUPPLIER’s terms and conditions shall apply in the acceptance of the PURCHASE ORDER DOCUMENTS, unless specifically accepted by the PURCHASER in writing. Acceptance by the PURCHASER of the GOODS delivered under the PURCHASE ORDER shall not constitute or imply agreement to the 'SUPPLIER's terms or conditions.Doc. 9. GTC-COR-MATE-0D1-E GENERAL TERMS AND CONDITIONS FOR PURCHASE ORDER DOCUMENTS Rev.06 | Date o2i02/2011 - HIGH COMPLEXITY - saipem Page 6 of 39 3. DEFINITIONS AND INTERPRETATION 344 34.8 316 34.9 3.1.10 3.4.14 34.42 34.43, 34.44 34.15 34.16 DEFINITIONS AFFILIATE: means in relation to each PARTY any company that is directly or indirectly controlled by such PARTY AUTHORIZED INSPECTION AUTHORITY: means the inspection authority appointed by the PURCHASER for the purposes of conducting inspections of the GOODS as provided for in the PURCHASE ORDER DELIVERY DATE(S): means the date(s) when the SUPPLY must be delivered, alll as indicated in the PURCHASE ORDER. DELIVERY POINT(S): means place(s) where the SUPPLY must be delivered to as described in the PURCHASE ORDER and in accordance with Incoterms (latest edition). EFFECTIVE DATE: means date of the PURCHASE ORDER or the date as specified in the PURCHASE ORDER under the heading of EFFECTIVE DATE which legally brings the PURCHASE ORDER DOCUMENTS into effect. FINAL DESTINATION: means ultimate destination of the GOODS as specified in the PURCHASE ORDER. GOODS: means all equipment, materials, articles or any other property or parts to be provided to the PURCHASER by the SUPPLIER under the PURCHASE ORDER DOCUMENTS and in addition includes, without limitation, all services including design, manufacture, inspection, testing, expediting, quality assurance and control, painting, packing, delivery and installation or fixing as specified or required. GROSS NEGLIGENCE: means the reckless disregard for harmful, avoidable and reasonably foreseeable consequences, PARTY: means PURCHASER or SUPPLIER and PARTIES means collectively both of ther. PROJECT means the project in which GOODS are to be used by PURCHASER andior by the client of PURCHASER. PURCHASE ORDER DOCUMENTS: include the PURCHASE ORDER, these General Terms and Conditions for PURCHASE ORDER Documents together with any other document indicated in the PURCHASE ORDER and any writen REVISION thereto, PURCHASE ORDER: means the agreement between PURCHASER and SUPPLIER for the ‘SUPPLY of the GOODS and any additional service as described in the PURCHASE ORDER DOCUMENTS. PURCHASER: means the person, firm or company so named in the PURCHASE ORDER. PURCHASER TECHNICAL DOCUMENTS: means all the requirements, specifications, standards, codes, data sheets and drawings included and/or referred to in the PURCHASE ORDER DOCUMENTS, fo which the SUPPLY must conform. REVISION: means a document issued by the PURCHASER, which implements changes to the provisions of the PURCHASE ORDER DOCUMENTS. SUPPLIER: means the person, firm or company so named in the PURCHASE ORDER and who is providing the SUPPLY.344 34 34 31.21 34.2 Doc. 9, GTC-COR-MATE-001-E ‘GENERAL TERMS AND CONDITIONS FOR PURCHASE ORDER DOCUMENTS Rev.0s | Date o2/e2r2011 = HIGH COMPLEXITY - saipem age 7039 7 SUPPLIER DOCUMENTS: means ail the documents deliverables, manuals, instructions, sketches, drawing, calculations, reports, recommendations and the like provided by SUPPLIER pursuant to the PURCHASE ORDER DOCUMENTS. }8 SUPPLY: delivery of the GOODS specified in the PURCHASE ORDER and relevant documents, to be carfied out by the SUPPLIER in accordance with Terms and Conditions of the PURCHASE ORDER DOCUMENTS. 9 SUPPLY TIME SCHEDULE: means time schedule, prepared by the SUPPLIER and submitted for the PURCHASER’s approval, showing chronological order of major activities, key dates and DELIVERY DATE(S) as specified in the PURCHASE ORDER. 0 THIRD PARTY or THIRD PARTIES: means a person, firm or company which is not a PARTY of the PURCHASE ORDER, excluding PURCHASER’s AFFILIATE. 1 TOTAL PURCHASE ORDER AMOUNT: means the total all-inclusive compensation payable to the SUPPLIER under the PURCHASE ORDER. 3.1.22 WILFUL MISCONDUCT: means the wilful disregard for harmful, avoidable and reasonably 32 324 322 323 324 foreseeable consequences. INTERPRETATION Words importing persons or parties shall include firms and corporations. Words importing the singular also include the plural and words importing the masculine include the feminine and vice versa when the context requires. "He", "him" and *his* are used in relation to the SUPPLIER, whereas "it" and "its" are used in relation to the PURCHASER. ‘The main headings or subheadings in the PURCHASE ORDER DOCUMENTS are intended for convenience of references only and shall not be deemed part thereof or be taken into consideration in the interpretation or construction of the PURCHASE ORDER DOCUMENTS. 3.2.6 All instructions, notifications, agreements, authorisations, approvals and acknowledgements shall be 3.26 in writing. If any portion of the PURCHASE ORDER DOCUMENTS is held to be invalid or unenforceable for any reason by a court or governmental authority of competent jurisdiction, then such portion shall be deemed to be stricken and the remainder of the PURCHASE ORDER DOCUMENTS shall continue in full force and effect. 3.2.7 Unless specifically stated otherwise, all references to days and/or months shall mean Calendar Days 4 (each day of the week) and/or months, respectively, according to the Gregorian calendar. PRIORITY OF DOCUMENTS In case of any inconsistency between the PURCHASE ORDER DOCUMENTS specified in the PURCHASE ORDER, each document shall prevall over the others in accordance with the priorily set forth in the PURCHASE ORDER PURCHASE ORDER DOCUMENTS shall be deemed to be complementary, so that ail the terms of any such docur iments shall be considered to be included in all the others and fully applicable.Doe. GTO-GORWATED01-€ , (GENERAL TERMS AND CONDITIONS FOR PURCHASE ORDER DOCUMENTS fox.0@ | bate oananots ent _. THIGH COMPLEXITY ~ saipem Page 8030 5 PART B - SCOPE OF PURCHASE ORDER DOCUMENTS ‘SCOPE OF THE PURCHASE ORDER ‘The SUPPLIER agrees to sell and the PURCHASER agrees to buy the GOODS and SUPPLIER DOCUMENTS as described in the PURCHASE ORDER, in accordance with the terms and conditions of the PURCHASE ORDER DOCUMENTS. 6 64 62 PURCHASER TECHNICAL DOCUMENTS. ‘The PURCHASER TECHNICAL DOCUMENTS are set out in the PURCHASE ORDER DOCUMENTS, Hf during the study and development of PURCHASER TECHNICAL DOCUMENTS, SUPPLIER finds any anomalies affecting the operational efficiency of the GOODS, or part thereof, SUPPLIER shall so notify PURCHASER forthwith proposing the modifications, alterations or changes to be made. In compliance with Clause "REVISION IN THE SUPPLY’, SUPPLIER may not implement the aforesaid ‘modifications, alterations or changes without PURCHASER's written approval. 7 APPROVAL OF SUPPLIER DOCUMENTS: TA 72 73 SUPPLIER DOCUMENTS shall be sent to PURCHASER for approval, review or information as stated in the PURCHASE ORDER DOCUMENTS. The times for forwarding to, and approving by, PURCHASER of SUPPLIER DOCUMENTS are set out in the PURCHASE ORDER DOCUMENTS, Whereas the procedures for presenting the said SUPPLIER DOCUMENTS to PURCHASER are set ‘out in the Quality Requirements for Vendors/Subcontractors as per Annex fo PURCHASE ORDER All SUPPLIER DOCUMENTS shail be signed by the SUPPLIER. Examination of SUPPLIER DOCUMENTS to check that they conform to the PURCHASE ORDER DOCUMENTS specifications, and the subsequent approval of the said SUPPLIER DOCUMENTS, by PURCHASER shall neither relieve SUPPLIER from his responsibilty for the proper SUPPLY of the GOODS hereunder nor for any defects or failures due to errors in design. SUPPLIER DOCUMENTS, shall become effective when approved by PURCHASER in writing. If in PURCHASER's opinion SUPPLIER'S drawings, calculations and reports are insufficient or inadequate, PURCHASER shall have the right to direct SUPPLIER to revise said SUPPLIER DOCUMENTS, in whole or in part. SUPPLIER shall not be entitled to any additional payment or extension(s) of time, unless any change demanded by PURCHASER constitutes a REVISION pursuant to Clause “REVISIONS IN THE SUPPLY". SUPPLIER shall revise the SUPPLIER DOCUMENTS end return them duly revised to PURCHASER within number of Calendar Days to be sset out in the PURCHASE ORDER commencing from the day they were sent to SUPPLIER for revision, Any delay in retuming such revised SUPPLIER DOCUMENTS to PURCHASER, shall not entail extension of the DELIVERY DATE(S). If any delay exceeds the maximum period for which Liquidated Damages are applicable (as set out in the PURCHASE ORDER) this shall constitute a breach of PURCHASE ORDER and the PURCHASER shall have the right to terminate the PURCHASE ORDER pursuant to Clause "TERMINATION". For the purpose of calculating any petiod(s) of delay, the postmark or the date(s) of any communications exchanged between the PARTIES shall be considered as the DELIVERY DATE. ‘The SUPPLIER shall not be deemed to have fully performed the SUPPLY under the PURCHASE, ORDER DOCUMENTS unti all approved SUPPLIER DOCUMENTS required by the PURCHASER have passed into the physical possession of PURCHASER.‘Doe. n, GTC-COR-MATE-0O1-E GENERAL TERMS AND CONDITIONS FOR PURCHASE ORDER DOCUMENTS ev. 03 | bate canarott : THIGH COMPLEXITY = saipem Page 9 of 74 at 82 83 84 92 93 94 98 96 97 SUPPLIER DOCUMENTS delivery stipulated in the PURCHASE ORDER could be subject to Liquidated Damages, if so stated in the PURCHASE ORDER. PROGRESS OF THE SUPPLY In case the SUPPLY is based on Work Progress/Mfilestones as may be defined in the PURCHASE ORDER DOCUMENTS, PURCHASER shail assess and control, together with the SUPPLIER, the physical progress of the work or the completion of the Milestones in accordance with’ the PURCHASE ORDER DOCUMENTS. Upon PURCHASER’ satisfactory assessment, a Time/Material Schedule and Work Progress Monitoring Report as mentioned in the PURCHASE ORDER DOCUMENTS shall be established and shall be duly approved by PURCHASER within seven (7) Calendar Days. PURCHASER shall not accept any progress figures or Milestones unless resulting from the Time/Material Schedule and Work Progress Monitoring Report. Approval by PURCHASER of the Time/Material Schedule and Work Progress Monitoring Report shall not constitute @ waiver of recourse or affect any right andfor obligation of the PARTIES hereunder. FREE ISSUED MATERIAL PURCHASER ‘eserves the right to provide SUPPLIER with equipment and/or materials to be altered, and/or to be incorporated into the GOODS, with or without any additional processing, Unless otherwise agreed in the PURCHASE ORDER, PURCHASER shall deliver any such equipment and/or materials to SUPPLIER’s premises. Upon taking receipt of the equipment and/or materials as per Clause 9.5, SUPPLIER shall check itsitheir condition. Unless SUPPLIER notifies PURCHASER of any shortfall, defects, damage or breakdown within number of Calendar Days as set out in the PURCHASE ORDER from the date of receipt of said equipment and/or materials, such equipment andor material shall be deemed to have been accepted by SUPPLIER. SUPPLIER shall not be liable for any latent defect that cannot be noticed by visual check at the time of receipt by SUPPLIER of PURCHASER's equipment and/or materials. All equipment and/or materials provided by PURCHASER shall be entered in suftable registers of receipt. SUPPLIER shall take good care of the equipment and/or materials delivered to SUPPLIER by PURCHASER, SUPPLIER shall place itthem under cover or construct adequate storehouse and, take measures of protection against theft and fire and generally take such olher measures as may be necessary to prevent loss, damage or deterioration from occurring, The relevant cost shall be included in the TOTAL PURCHASE ORDER AMOUNT. However, upon delivery of the equipment and/or materials by PURCHASER, SUPPLIER shall be responsible for losses, damage or deterioration thereof (except for ordinary wear and tear) and shall assume care, custody and control of the same. PURCHASER shall, at its care and expense, secure and maintain insurance coverage for the ‘equipment and/or materials provided by PURCHASER to SUPPLIER. Additional details are set out in the PURCHASE ORDER DOCUMENTS or shail be provided to ‘SUPPLIER in writingDos. n. GTC-CORMATE-OO1-E GENERAL TERMS AND CONDITIONS FOR PURCHASE ORDER DOCUMENTS Rev.06 | Date 02/02/2011 HIGH COMPLEXITY - Page 10 of 38 10 SPARE PARTS 10.4 10.2 10.3 SUPPLIER shall provide, store and maintain a reasonable stock of spare parts and operating supplies and shall promptly carry out - at his expense - any necessary maintenance, repair or replacement up to the end of the Warranty Period or at least of twenty four (24) months from the relevant DELIVERY DATE(S) of the GOODS at the DELIVERY POINT(S), whichever expire later. SUPPLIER warrants that the spare parts, if any, are new, ofiginal, free from defects and interchangeable with the parts originally supplied. In case of materials’ whose availabilty in the market is not certain for a required period of time exceeding the one stated in Clause 10.1, such time shail be set out in the PURCHASE ORDER DOCUMENTS as well as appropriate terms (if any). Unless specifically stated otherwise in the PURCHASE ORDER, the cost of any spare parts to be used for the Commissioning and Start-up activities shall be included in the TOTAL PURCHASE ORDER AMOUNT. 44 REVISIONS IN THE SUPPLY M4 W441 142 11.4.3 1144 M2 11.2.4 4.22 12.3 GENERAL No change to any aspect of the SUPPLY or to the provisions of the PURCHASE ORDER DOCUMENTS shall be valid unless covered by a REVISION issued and signed by the PURCHASER. Invoices for amounts not stipulated in the PURCHASE ORDER of any change to the PURCHASE ORDER shall not be paid by the PURCHASER. ‘The PURCHASER has the right to issue instructions to the SUPPLIER at any time to make any revision that may include additions, omissions, substitutions and changes in method of construction, ‘quality, form, character, kind, position or dimension of the SUPPLY. ‘The SUPPLIER shall not be entitled to receive a REVISION from the PUCHASER in consequence of any instruction, decision or act of the PURCHASER which may be made or given in order to ensure that the SUPPLIER complies with any of its obligations under the PURCHASE ORDER DOCUMENTS. ‘The TOTAL PURCHASE ORDER AMOUNT andior the SUPPLY TIME SCHEDULE shall be subject to adjustment only as a result of a REVISION. Richt oF THe PURCHASER TO ISSUE REVISIONS ‘Any instruction under Clause 11.1.2. shall constitute a REVISION. When required by the PURCHASER, on receipt of any such REVISION, the SUPPLIER shail proceed immediately as instructed even though the amount of any adjustment to the TOTAL PURCHASE ORDER AMOUNT andor SUPPLY TIME SCHEDULE may not have been determined or agreeed. Prior to instructing or authorising any REVISION, the PURCHASER may require the SUPPLIER to submit estimates as requested by the PURCHASER. Adjustments to the Price(s) and SUPPLY TIME SCHEDULE, if any, shall be made as follows: 11.2.3.1Wherever possible the effect (if any) of a REVISION on the TOTAL PURCHASE ORDER AMOUNT 24 and SUPPLY TIME SCHEDULE shall be agreed before the instruction is issued or before work starts, using the estimates prepared by the SUPPLIER in accordance with Clause 11.2.2 Failing agreement on the basis of the SUPPLIER's estimate, the PURCHASER shall determine the effects of REVISION in accordance with the following principles:Doe n, GTECORAMATE-OOTE GENERAL TERMS AND CONDITIONS FOR SPREE EERE EEE EEE Et PURCHASE ORDER DOCUMENTS ror 08 | bate canerort THIGH COMPLEXITY ~ saipem Page 1 of 98 11.2.4.1Where the requested GOODS fs of a similar nature and carried out under similar conditions to the ‘SUPPLY priced in the PURCHASE ORDER DOCUMENTS it shall be valued at the appropriate rates and prices included in the PURCHASE ORDER DOCUMENTS. 11.2.4.2Where the requested GOODS is not of a similar nature or is not carried out under similar conditions to SUPPLY priced in the PURCHASE ORDER DOCUMENTS or there are no appropriate rates or prices in the PURCHASE ORDER DOCUMENTS then a fair evaluation shail be made utlzing invoices, payroll documents and other documents satisfactory to the PURCHASER. 11.2.4.3With respect to effect on SUPPLY TIME SCHEDULE a fair and reasonable adjustment shall be made. 11.2.5 AREVISION shall in no way affect the rights or the obligations of the PARTIES except as expressly provided in that REVISION. Any REVISION shall be govemed by all the provisions of the PURCHASE ORDER DOCUMENTS. 14.3 RIGHT OF THE SUPPLIER TO ASK FOR A REVISION 11.3.1. If the SUPPLIER considers that an occurrence has taken place for which he is entitled to receive a REVISION, the SUPPLIER, before proceeding with any work affected by such occurrence, shall request without delay in writing that the PURCHASER issue a REVISION. Any such request shall include details of the occurrence including any relevant data and a reference to the Clause or ‘Clauses of the PURCHASE ORDER DOCUMENTS under which the SUPPLIER considers himself to be entitled to a REVISION. 11.32 All changes made by SUPPLIER, on its own initiative and without prior authorization and/or acceptance by PURCHASER, will require, besides compensation for damages, SUPPLIER'S obligation to restore the GOODS to the conditions provided for by the PURCHASE ORDER DOCUMENTS. The fees related to said actions will be charged to SUPPLIER. 14.3.3. If the SUPPLIER fails to submit requests for REVISION in accordance with Clause 11.3.1 when he considers or should reasonably have considered that an occurrence has taken place for which he is eniiled to receive @ REVISION andior fails to provide supporting estimates in accordance with Clause 11.2 the SUPPLIER shall, at the sole discretion of the PURCHASER, forfeit any right to receive such REVISION and any rights concerning adjustment to the TOTAL PURCHASE ORDER ‘AMOUNT andlor to the SUPPLY TIME SCHEDULE. 11.3.4 The PURCHASER shall within a reasonable time of having received a request for a REVISION and the supporting estimates give notice to the SUPPLIER stating either: 113.44 ‘That the proposed REVISION or part thereof is accepted in principle in which case the PURCHASER shall issue such REVISION; and/or 113.42 ‘That what is requested or part thereof is included in the obligations undertaken by the SUPPLIER under the terms of the PURCHASE ORDER DOCUMENTS and that the request is accordingly rejected; and/or 113.43 ‘That the request or part thereof Is rejected for other stated reasons. 14.3.5 If the PURCHASER accepts the SUPPLIER’s request for a revision in whole or in part, the adjustment to the TOTAL PURCHASE ORDER AMOUNT, DELIVERY DATE, SUPPLY TIME SCHEDULE shall be determined by PURCHASER in accordance with Clause 11.2 42. SUPPLIER PERSONNEL AND EQUIPMENT 124 All SUPPLIER’s personnel shall be fully experienced, qualified, competent, capable and willing to perform the services, and shall be made available in such numbers and at such times as are required by PURCHASER for the performance of the services in the time required,Doo. 9, GTO CORAIATE O01 9 GENERAL TERMS AND CONDITIONS FOR | L PURCHASE ORDER DOCUMENTS ev.08 | bateaznenott om 7 HIGH COMPLEXITY - saipem Page 12 0f89 122 123 12.4 126 126 If PURCHASER shall at any time be dissatisfied for any reason with the performance of any Personnel, SUPPLIER shall, if PURCHASER so requires in writing, promptly remove such personnel and provide @ competent substitute within twenty four (24) hours from communication (unless otherwise agreed) at no additional cost to PURCHASER. At no time shall SUPPLIER'S personnel be held to be employees of PURCHASER and SUPPLIER shall be solely responsible for and shall meet all costs and expenses of such personnel. If requested by PURCHASER, SUPPLIER shall as soon as reasonably practicable prior to the carrying out of the services provide PURCHASER with a written list of the personnel he proposes to use together with a written profile thereof. Following receipt of such list PURCHASER may veto the selection of any person proposed by SUPPLIER for the carrying out of the services. ‘SUPPLIER shall ensure that his personnel comply with all reasonable instructions of PURCHASER. ‘All materials, equipment, machinery and transportation provided by SUPPLIER shall be suitable, in terms of quantity and quality, to perform the SUPPLY scheduled by the PARTIES. SUPPLIER shall ‘maintain ali materials, equipment, machinery and transportation fully operational throughout the duration of the PURCHASE ORDER. Any part and/or component found defective or unsuitable shall be promptly removed, replaced or repaired by SUPPLIER at no cost to PURCHASER. Any scaffolds and hoisting, safety and electrical equipment shall comply with any applicable standards, codes and regulations and be certified by the proper certifying authority(ies). ‘SUPPLIER shall arrange, and require his Sub-Supplier or Sub-Contractors to arrange, insurance for their personnel, for materials, equipment and transportation to the full value thereof. SUPPLIER shall indemnify, defend and hold PURCHASER harmless from and against all claims, labiliies and causes of action arising out of, or resulting from, SUPPLIER's or his Sub-Supplier or Sub- Contractors failure to comply with this Clause. 43 SUPPLIER'S GENERAL RESPONSIBILITIES AND CHARGES 134 13.4.4 13.1.2 13.4.3 13.4.4 13.1.6 13.4.6 ‘As a general requirement and without limitation of the SUPPLIER’s obligations hereunder, the ‘SUPPLIER shall: provide all management, supervision, personnel, materials and equipment (except for materials and equipment specified to be provided by the PURCHASER), plant, consumables, facilities and all other things whether of a temporary or permanent nature required for the SUPPLY; prepare and submit Quality Controt Plan, SUPPLIER DOCUMENTS, a detailed SUPPLY TIME SCHEDULE showing chronological order of major activities, key dates and DELIVERY DATE(S), for PURCHASER’ review and approval as specified in the PURCHASE ORDER; supervise, inspect, expedite and control ali phases of the SUPPLY, including such parts as are carried out by his Sub-Supplier(s) and Sub-Contractor(s); bear all_expenses associated with the personnel provided under the PURCHASE ORDER DOCUMENTS, including, but without limitation, all wages, salaries, taxes, benefits, allowances, social security contributions and (save as may be otherwise expressly provided herein) the cost of accommodation, travelling, subsistence and medical treatment; bear the expenses incurred by PURCHASER for SUPPLIER’s provided supporting documents found inadequate to obtain any certification (included class certification), any compliance declaration and/or authorisation needed for the use of the supplied GOODS; if Halian, inform the PURCHASER of any change in the ownership or managing board relevant to “antimatia” regulations;Doe. n. GTC-CORMATE-001-E GENERAL. TERMS AND CONDITIONS FOR PURCHASE ORDER DOCUMENTS v.06 | Date o2ra2011 : “HIGH COMPLEXITY - saipem Page 190499 43.1.7 retain all engineering data and technical records related to the GOODS for a period of five (5) years, afier each DELIVERY DATE(S). PURCHASER shall have access to them at all times during said period; 13.1.8 satisfy himself as to the sources of all materials required for the manufacturing of the GOODS. SUPPLIER shall be solely responsible that sufficient quantity of suitable materials complying with the requirements of the PURCHASE ORDER DOCUMENTS shall be available from time to time for the efficient progress of the SUPPLY and for the full completion thereof; 13.1.9 Implement all the remedial actions, whenever required, in accordance with the applicable referenced documents and manufacturing procedures; 18.1.10 provide the PURCHASER with a full set of “as built drawings", final documentation, data and reports, In accordance with the provisions of the PURCHASE ORDER DOCUMENTS and to the entire salisfaction of both the PURCHASER and the AUTHORIZED INSPECTION AUTHORITY; 18.1.11 provide office space and communication facilities for both the PURCHASER's representatives and the AUTHORIZED INSPECTION AUTHORITY. 13.2 All cost and charges that may be incurred by the SUPPLIER under this Clause shall be borne by the ‘SUPPLIER and be deemed to be included the TOTAL PURCHASE ORDER AMOUNT. 44 DELIVERY ‘The delivery shall be considered completely performed when the GOODS and any and all documents provided for in the PURCHASE ORDER DOCUMENTS have been delivered at DELIVERY POINT(S). However, delivery shall not discharge SUPPLIER of any or all of his other obligations in respact of the PURCHASE ORDER DOCUMENTS. 141 DELIVERY AND DELIVERY DATE(S) 14.1.1 The SUPPLIER shell detiver the SUPPLY in accordance with the provisions set forth in the PURCHASE ORDER on the DELIVERY DATE(S) set out therein, unless delayed by written Instruction of the PURCHASER. The PURCHASER shall be entitled to issue REVISION of the PURCHASE ORDER to delay manufacture or delivery, provided that if compliance with any such REVISION to delay manufacture affects the TOTAL PURCHASE ORDER AMOUNT, the SUPPLIER shall give vritten notice to the PURCHASER within five (5) Calendar Days of the date of such instruction, stating the consequence or likely consequence thereof. If such notice was not given by the SUPPLIER, the SUPPLIER shall not thereafter be entitled to claim any compensation for the Increase in the TOTAL PURCHASE ORDER AMOUNT. 14.1.2 Inthe event that the SUPPLIER considers that an occurrence has taken place that would result in an extension of the DELIVERY DATE(S), the SUPPLIER shall, as soon as he becomes aware of such requirements and before the said date, apply to the PURCHASER in writing for an extension thereof Such application shall he supported by full details describing: ~ the circumstances or reasons for imminent or actual delay; the steps being undertaken or those which can be undertaken by the SUPPLIER or his Sub- ‘Supplier(s), or Sub-Contractor(s) to minimise or eliminate the delay. 14.1.3. Should delivery of the SUPPLY be delayed beyond the DELIVERY DATE(S), then PURCHASER may, without prejudice to any other rights under the PURCHASE ORDER DOCUMENTS, either a) apply the Liquidated Damages as per clause "LIQUIDATED DAMAGES" and/or; b) terminate the PURCHASE ORDER in whole or in part as per Clause “TERMINATION” andior, ©) allow to postpone DELIVERY DATE(S) at its sole discretion.Doe. n, GTC-CORMATE.0O1-E. ‘GENERAL TERMS AND CONDITIONS FOR a PURCHASE ORDER DOCUMENTS Rev.0s | Date o2/2/2011 ~ HIGH COMPLEXITY - Page 14 0f 98 14.1.4 If the SUPPLIER intends to make delivery prior to the DELIVERY DATE(S) set out in the PURCHASE ORDER, he must notify the PURCHASER of such intended early delivery in sufficient time to allow the PURCHASER to arrange for receiving of the GOODS and to confirm that early delivery is acceptable. If such early delivery is not acceptable for the PURCHASER, SUPPLIER shall be responsible, at his sole cost and charge, to safely store the GOODS making such provision as may be required for the protection and preservation of the GOODS in storage until the contracted DELIVERY DATE(S) are reached. 14.1.5. Any delay in the SUPPLY of equipment, material or services by the SUPPLIER’s Sub-Supplier(s) ‘and/or Sub-Contractor(s) shall not be recognised by the PURCHASER as grounds or reason for excuse for failure to deliver the SUPPLY at the DELIVERY DATE(S) or for late performance on the part of the SUPPLIER. 14.1.6 The SUPPLIER shall insure the GOODS against all transit risks and fire to the DELIVERY POINT(S), 44.2 PARTIAL DELIVERY Delivery in instalments or separate consignments shall be permitted only with the prior written ‘consent of the PURCHASER and only in accordance with the terms of such consent, if given. Such consent shail not entitle the SUPPLIER to claim payment prior to delivery of the whole of the GOODS, unless otherwise expressly agreed in writing by the PURCHASER 14.3 DELIVERY POINT(S) aNo Detivery TERMS 14.3.1. DELIVERY POINT(S) and Delivery Terms of the GOODS shall be set out in the PURCHASE ORDER. 14.3.2 In case of delivery at SUPPLIER’s premises, free and appropriate access shall be given by the ‘SUPPLIER to the place of delivery together with facilities for uploading the GOODS on to relevant transport. In case the means of conveyance put in place by PURCHASER or a THIRD PARTY appointed by PURCHASER could not access the GOODS, the costs related to accessing the ‘GOODS shall be borne by the SUPPLIER 14.4 PROOF OF DELIVERY 14.4.1 The SUPPLIER'S invoice(s) must include @ copy of the delivery note, duly stamped and signed by the PURCHASER (in case of single or multiple Delivery) or the Time/Material Schedule and Work Progress Monitoring Report approved by PURCHASER (in case of Milestones). PURCHASER's signature on above delivery note or approval of the above Time/Material Schedule and Work Progress Monitoring Report shall not relieve SUPPLIER from compliance of the GOODS in accordance with the PURCHASE ORDER DOCUMENTS. 144.2 In the event that the SUPPLIER contracts the transport of GOODS to a THIRD PARTY, the SUPPLIER must then include a copy of THIRD PARTY's road, rail, ship or air freight consignment notes with his invoice. GOODS shail not be considered delivered solely on the basis of documents of the SUPPLIER's Sub-Supplier(s) or Sub-Contractor(s) alone. 14.5 FREE STORAGE PURCHASER reserves the right to ask the SUPPLIER to postpone the delivery of the GOODS. In this case, any storage and insurance cost and risk during the first ninety (90) Galendar Days beyond the contractual Delivery Date(s) shall be borne by the SUPPLIER. For the periods after the first ninety (90) Calendar Days the warehousing terms shall be agreed between the ‘SUPPLIER and PURCHASER but the risks inherent to warehousing shall vest in the SUPPLIER,Doc. n. GTC-CORMATE001-E (GENERAL TERMS AND CONDITIONS FOR — PURCHASE ORDER DOCUMENTS Rev.05 | Date a2vo2iz011 = HIGH COMPLEXITY - Page 15 0f98 15 16.4 16.2 153 18.4 155 186 LIQUIDATED DAMAGES ‘The SUPPLIER acknowledges the importance of the DELIVERY DATE(S)related to the SUPPLY of the GOODS as stipulated in Clause "DELIVERY" and Clause "WEIGHT OF THE GOODS" and shall Use his best efforts to ensure that the SUPPLY shall have the highest priorities and no other delivery to be performed by the SUPPLIER shall take precedence detrimental fo the SUPPLY. ‘Should the SUPPLIER fall to execute delivery of the complete scope of SUPPLY or any portion thereof in accordance with the DELIVERY DATE(S) as stipulated in Clause “DELIVERY” and Clause ‘WEIGHT OF THE GOODS, the SUPPLIER shall be liable to and shall pay the PURCHASER as Liquidated Damages the amount as shall be defined under the PURCHASE ORDER, Should the SUPPLIER fail to deliver any of the documents listed in the PURCHASE ORDER DOCUMENTS in accordance with the DELIVERY DATE(S) as stipulated in Clause “DELIVERY” and/or any document needed for forwarding the GOODS, the SUPPLIER shall be liable for and shall pay to the PURCHASER as Liquidated Damages the amount as shall be defined under the PURCHASE ORDER. ‘The PARTIES agree that ali amounts of such Liquidated Damages represent a fair and reasonable pre-estimate of the damages and/or losses likely to be sustained by the PURCHASER as a result of the late completion of the SUPPLY. If the SUPPLIER becomes liable for the payment of any Liquidated Damages pursuant to this Clause, such Liquidated Damages shall become due and payable within fiteen (15) Calendar Days. from the date on which they were incurred. The PURCHASER, at its option, shall either invoice SUPPLIER for Liquidated Damages as they accrue or offset the accrued Liquidated Damages against amounts then owned by the PURCHASER to the SUPPLIER once the PURCHASER has advised the SUPPLIER in writing that it intends to levy such liquidated damages. ‘Subject always to the rights of the PURCHASER to terminate the PURCHASE ORDER, the payment of Liquidated Damages shall in no case constitute a waiver, reduction or restriction of the PURCHASER's rights in respect of any other breach by the SUPPLIER of his obligations under the PURCHASE ORDER DOCUMENTS, or relieve the SUPPLIER of his obligations to diligently complete the SUPPLY or from any other of his obligations and liabilities under the PURCHASE, ORDER DOCUMENTS or under applicable Laws. 46 TITLE AND RISK 16.4 162 163 16.4 Title to the SUPPLY and to all other items supplied by SUPPLIER or its sub-supplier(s) and sub- contractor(s) to PURCHASER under the PURCHASE ORDER shall pass to PURCHASER on whichever is earlier between the date when such item has been identified to be provided to PURCHASER, it is first identified as being specific to the SUPPLY (and/or the Project) or when is delivered to the DELIVERY POINTS; Risk in the SUPPLY provided by the SUPPLIER under the PURCHASE ORDER DOCUMENTS shall pass to the PURCHASER upon delivery of the SUPPLY by the SUPPLIER at the DELIVERY POINT(S) in accordance with the Delivery Terms defined in the PURCHASE ORDER. ‘The SUPPLIER shall ensure that all his Sub-Supplier(s) and Sub-Contractor(s) from whom the ‘SUPPLIER obtains material, supplies and equipment are free from liens, do not retain, encumber oF reserve title to such items. ‘The SUPPLIER warrants that his tights to possession or ownership and title in the SUPPLY can be transferred.Dee. n, GTC-COR-MATE001-E. GENERAL TERMS AND CONDITIONS FOR PURCHASE ORDER DOCUMENTS rrov 08 | bate oxaztt : THIGH COMPLEXITY = saipem Page 190199 "7 7A 72 173 74 175 176 47 WARRANTIES. ‘The SUPPLIER represents and warrants that he shail carry out the SUPPLY and that the GOODS: supplied by him shall be new, of a proven reliable design suitable for operation in the environment specified, shall have a history of satisfactory performance under similar operating conditions and shail comply with the provisions of the PURCHASE ORDER DOCUMENTS, including any and all technical specifications, PURCHASE ORDER DOCUMENTS requirements, drawings and data contained therein and shail be free from defects in manufacture and workmanship, and any design or ‘engineering related to the components/materials furnished by the SUPPLIER. ‘The above GOODS shall be guaranteed without prejudice to any warranty at Law for a period as set out in the PURCHASE ORDER after acceptance by PURCHASER (hereinafter referred to as Warranty Period) Until expiry of the Warranty Period, SUPPLIER shall remain liable for the correction and making good of all errors, faults, defects, non conformities or deficiencies of any kind, including without limitation faulty design, faulty material or faulty workmanship, affecting the SUPPLY delivered under the PURCHASE ORDER DOCUMENTS. Immediately upon being so notified by PURCHASER, SUPPLIER shall make good any and all such errors, faults, defects, not conformities or deficiencies, all as notified by PURCHASER and SUPPLIER shall undertake the, dismantting, rectification, repair, replacement, reinstallation and retesting or other re-performance of the SUPPLY at its sole cost and risk and in compliance with the requirements of the PURCHASE ORDER DOCUMENTS. All costs involved in returning the SUPPLY to the SUPPLIER, or in sending replacement SUPPLY to PURCHASER shall be at the SUPPLIER's expense. In the event the SUPPLIER has been notified of any defects in the SUPPLY in violation of ‘SUPPLIER'S foregoing warranties, but refuses or fails to promptly commence and adequately correct stich defects, or to have such defects corrected at the SUPPLIER's expense, the SUPPLIER shall ‘on demand pay the PURCHASER the actual costs incurred by the PURCHASER in correcting such defects and PURCHASER shail reserve the right to deduct such costs from any outstanding amount due to the SUPPLIER by the PURCHASER according to the provisions as set out in Clause 20.11. Failing the above, the PURCHASER shall have the right {o call the Bond(s) pursuant to Clause 21 If he SUPPLIER performs remedial or corrective work on defects or deficiencies arising or found In the SUPPLY, or provides to repair or replace defective GOODS, or defective part of it the provisions. of this Clause shall apply to such repaited or replaced SUPPLY for a further period of months as set ‘out in the PURCHASE ORDER from the date when the remedial or corrective work, or the repair or replacement of defective SUPPLY or part of either or both Is completed and accepted, However the ‘exlended period shall in no way expire earlier than the Warranty Period as stated above. ‘The SUPPLIER shall be responsible for any direct damage arising from defects in the GOODS supplied under the PURCHASE ORDER DOCUMENTS.Doe. n, GTC-CORMATE.001-E GENERAL TERMS AND CONDITIONS FOR PURCHASE ORDER DOCUMENTS Rev.05 | Date 07/02/2011 = HIGH COMPLEXITY - Page 17 of 98 PART C ~ COMMERCIAL TERMS 18 PRICE 18.4 18.4.1 18.1.2 18.1.3, PRICING PROVISION Prices as full and complete compensation for the SUPPLIER's execution of the SUPPLY and all of his obligations under the PURCHASE ORDER DOCUMENTS shall be set in the PURCHASE ORDER. ‘The TOTAL PURCHASE ORDER AMOUNT shall be as stated in the PURCHASE ORDER. Al price(s) and rato(s) set forth in the PURCHASE ORDER shall be fixed and firm and shail not be subject to escalation or exchange rate variation(s) of any kind for the duration of the PURCHASE ORDER. 49 TAXES, DUTIES AND FEES 19.4 192 19.3 19.4 19.8 Subject to clause 20.3, the TOTAL PURCHASE ORDER AMOUNT shall be inclusive of all taxes. ‘SUPPLIER shall arrange payment of all taxes, duties, levies, charges and contributions connected with the PURCHASE ORDER DOCUMENTS as imposed by governmental authorities and/or other authorities having jurisdiction over the PURCHASE ORDER 60 that the price or any part thereof shall not be increased due to any or all of these factors. ‘The prices listed in the PURCHASE ORDER are net of VAT. PURCHASER does not assume any liability in case of tax defaults by SUPPLIER and SUPPLIER undertakes to strictly abicle by the rules in force in respect of any and all tax matters. PURCHASER may withhold Income Tax and/or other taxes from amounts due by PURCHASER to SUPPLIER under the PURCHASE ORDER, to the extent that such withholding is required by any government, provincial, municipal, local or other authority as applicable in manufacturing and supplying the GOODS end the SUPPLIER DOCUMENTS pursuant to the PURCHASE ORDER DOCUMENTS. 20. INVOIGING AND PAYMENT 20.4 20.2 SINGLE OR MULTIPLE DELIVERY ‘The SUPPLIER shall submit to the PURCHASER an invoice upon acceptance of the GOODS or part thereof and for the amounts related to the price(s) specified in the PURCHASE ORDER. PROGRESSIMILESTONES After the approval of a Material/Time Schedule and Work Progress Monitoring as defined in Clause 8.2, SUPPLIER shall send an invoice corresponding to the work completed or the Milestones achieved in accordance with the relevant Time/Material Schedule and Work Progress Monitoring Report. Each invoice shall be adequately supported and documented as stated in the PURCHASE ORDER.Doe. n, GTC-COR-MATE001-E GENERAL TERMS AND CONDITIONS FOR PURCHASE ORDER DOCUMENTS Rev. 08 | Date 02/02/2011 HIGH COMPLEXITY - saipem Page 18 039 20.3 20.4 20.5 20.6 20.7 20.8 20.9 20.10 20.14 20.12 The price(s) indicated in the invoice(s) shall not include V.A.T. which shall, if applicable, be added separately to the invoice at the prevailing rate in accordance with the applicable legislation. Invoice shall be addressed and be submitted as set out in the PURCHASE ORDER. Invoice(s) shall be paid to the SUPPLIER within a number of Calendar Days as set out in the PURCHASE ORDER. Each invoice shall quote the PURCHASE ORDER number, title and other such details as may be ‘specified in the PURCHASE ORDER Each invoice shall be supported by the proof of delivery signed by the PURCHASER (in case of single or multiple Delivery) or by the Material/Time Schedule and Work Progress Monitoring as approved by PURCHASER (in case of Milestones), together with any other supporting documentation in accordance with the PURCHASE ORDER DOCUMENTS. All payments made by the PURCHASER shall be in the currency stated in the PURCHASE ORDER. ‘No payment adjustment shall be made as a result of any currency exchange rate(s) fluctuation(s). Within a number of Calendar Days as set out in the PURCHASE ORDER of receipt of the correctly prepared and adequately supported invoice, the PURCHASER shall pay the amount subject to the retention set forth in Clause "BANK GUARANTEES" of such invoice into a nominated bank account of the SUPPLIER, provided the SUPPLIER has submitted such invoice in accordance with the provisions of this Clause. All payments due to the SUPPLIER in accordance with the provisions of the PURCHASE ORDER shail be made by electronic bank transfer to the bank account(s) nominated by the SUPPLIER. The ‘SUPPLIER shall provide the PURCHASER with the details of his bank account(s) within fifteen (15) Calendar Days from the EFFECTIVE DATE. Ifthe PURCHASER disputes any items on any invoice in whole or in part or if the invoice is prepared ‘or submitted incorrectly in any respect, the PURCHASER shall notify the SUPPLIER advising the SUPPLIER of the reasons and request the SUPPLIER to issue a credit note for the unaocepted part or whole of the invoice as applicable. Upon receipt of such credit note the PURCHASER shall pay the undisputed part of a disputed invoice. Neither the presentation nor payment nor non-payment of an individual invoice shall constitute a settlement of a dispute, an accord, a satisfaction, a remedy of account stated, or otherwise waive or affect the rights of the PARTIES hereunder. In particular the PURCHASER may correct or modify any sum previously paid and may withhold from any money which becomes payable under the PURCHASE ORDER DOCUMENTS the amount which is the subject of the correction or modification in any or all of the following circumstances: 20.12.1 Any stich sum was incorrect; 20.12.2 Any such sur was not properly payable to the SUPPLIER; 20.12.3 Any GOODS and/or SUPPLIER DOCUMENTS in respect of which payment has been made and do 20.13 not comply with the terms of the PURCHASE ORDER DOCUMENTS, PURCHASE ORDER payment terms may provide progress payment(s) to be made according to the Time/Material Schedule and Work Progress Monitoring Report of the SUPPLY as approved by PURCHASER, or subject to the GOODS and SUPPLIER DOCUMENTS being delivered and accepted at the DELIVERY POINT(S). 20.13.1 Progress payment invoice(s), based on Time/Material Schedule and Work Progress Monitoring Report of SUPPLY approved by PURCHASER or on the amount of the GOODS delivered to and accepted by the PURCHASER shall take into account the deductions provided for in Clauseos, n. GTC-COR-MATE-001-E GENERAL TERMS AND CONDITIONS FOR PURCHASE ORDER DOCUMENTS rev.06 | Dae o2/2n011 - HIGH COMPLEXITY - - Page 19.0139, “ADVANCE PAYMENT BOND" and Clause "RETENTION MONEY BOND" herein, and shall be paid to the SUPPLIER within the terms stipulated in the PURCHASE ORDER DOCUMENTS. 21 BANK GUARANTEES 244 24.2 21.24 21.22 24.2.3 24.2.4 21.25 21.3 24.3.4 Where the PURCHASE ORDER provides for any type of Bond (Performance Bond and/or Advanco Payment Bond and/or Warranty Bond) by way of security, SUPPLIER shall, at his own cost and expense, provide guarantee(s) in favour of PURCHASER from a bank, approved by PURCHASER, of at least “A” rating under Standard&Poor Classification, within a number of Calendar Days 2s set ‘out in PURCHASE ORDER. The format of any such guarantee(s) shall be as per format attached to the PURCHASE ORDER, where applicable. If delivery is delayed for causes attributable to PURCHASER, SUPPLIER shall arrange for the bank guarantee(s) to be extended for a period equal to the period of delay, all relevant costs being for PURCHASER’s account. If the delay is not attributable to PURCHASER, all expenses and costs incurred in extending the validity of the bank guarantee(s) shall be bone by SUPPLIER. SUPPLIER’s failure to extend and/or modify the uarantee(s) shall be considered a default and Clause "Notice of Default’ - shall apply. PERFORMANCE BOND Where the PURCHASE ORDER provides for Performance Bond, the SUPPLIER shall provide the PURCHASER with a Performance Bond issued in the form and content as set out in the PURCHASE ORDER, for an amount equal to a percentage of the TOTAL PURCHASE ORDER AMOUNT as defined in the PURCHASE ORDER. Should the SUPPLIER be in default in respect of any of his obligations under the PURCHASE ORDER DOCUMENTS, the PURCHASER shall notify the SUPPLIER in writing of his defautt. Should the SUPPLIER, in the sole opinion of the PURCHASER, fail or refuse to rectify such default within the term set out in the Notice of Default, of, if immediate correction is not possible, falls or fefuses to commence and diligently pursue such corrective action within the said term, the PURCHASER shall be entitled to cash the aforementioned bond, fully or in part, on its first demand in writing to the bank. ‘The Performance Bond shall remain valid throughout the duration of the PURCHASE ORDER DOCUMENTS, until the end of the Warranty Period, and shall be released only upon receipt of the PURCHASER's written communication. During the execution of the PURCHASE ORDER the value of the Performance Bond shall be adjusted to reflect any change to the PURCHASE ORDER AMOUNT. Where the PURCHASE ORDER provides for a reduction of the percentage of the Performance Bond during the Warranty Period, the PURCHASER shall authorize such reduction when the SUPPLIER submits his final invoice, ADVANCE PAYMENT BOND Where the PURCHASE ORDER provides for an Advance Payment, the related amount shall be invoiced by the SUPPLIER upon acceptance of the PURCHASE ORDER DOCUMENTS and paid to the SUPPLIER within the terms indicated in the PURCHASE ORDER, subject to the PURCHASER's receipt of the documents listed hereinafter: 2.3.1.4 an Advance Payment Bond for an amount equal to the Advance Payment, issued in the form and content as set out in the PURCHASE ORDER DOCUMENTS; 2.3.1.2 the Advance Payment relevant invoice;Doe. n. GTC-COR-MATE-001-E ‘GENERAL TERMS AND CONDITIONS FOR Z PURCHASE ORDER DOCUMENTS Rov.06 | Date o2iozr2011 ml “HIGH COMPLEXITY - saipem Page 20 098 21.3.13 the Advance Payment Bond shall be periodically reduced by an amount equal to the amount 21.3.2 24 21.4.4 21.4.2 214.3 218 24.6.4 21.6.2 21.5.3 21.5.4 recovered by the PURCHASER by the reductions made on the SUPPLIER’s progress payment invoice. The Advance Payment shall be recovered by the means of a proportionate reduction on the amount due to the SUPPLIER, as per his progress payment invoice(s). RETENTION MONEY Where the PURCHASE ORDER provides for Retention Money, all payments made to the SUPPLIER against the PURCHASE ORDER DOCUMENTS shall be subject to retention of an amount equal to a percentage specified in the PURCHASE ORDER. Such percentage shall be deducted from the ‘SUPPLIER'S invoice(s) by the PURCHASER, The Retention Money so deducted shall be held by the PURCHASER unti the SUPPLIER submits his final invoice. ‘At his option the SUPPLIER shell issue, in the form and content as set out in the PURCHASE ORDER DOCUMENTS, a new Performance Bond in lieu of cash retention of a value as to reflect the ‘amount of money that would have been retained pursuant to Clause 21.4.1 above. In the case a Performance Bond has already been requested according to Clause 21.2, the SUPPLIER could, at his option, inorease the original Performance Bond value in order to cover the missing Retention Money. ‘The SUPPLIER shall not be entitled to receive any interest on Retention Money. WARRANTY BOND Where the PURCHASE ORDER provides for Warranty Bond, the SUPPLIER shall provide the PURCHASER with a Warranty Bond issued in the form and content as set out in the PURCHASE ORDER DOCUMENTS, for an amount equal to a percentage of the TOTAL PURCHASE ORDER AMOUNT as defined in the PURCHASE ORDER, by the beginning of the Warranty Period. ‘Should the SUPPLIER be in default in respect of any of his obligations during the Warranty Period, the PURCHASER shall nolify the SUPPLIER in writing of his default ‘Should the SUPPLIER, in the sole opinion of the PURCHASER, fail or refuse to rectify such default within the term set out in the Notice of Default or, if immediate correction is not possible, fails or tefuses to commence and diligently pursue such corrective action within the said term, the PURCHASER shall be entitled to cash the aforementioned bond, fully or in part, on its first demand in writing to the bank ‘The Warranty Bond shall remain valid throughout the duration of the Warranty Period and shall be released only upon receipt of the PURCHASER's written communication or at the expiring date. ‘Should any errors, faults, defects, non conformities or deficiencies of any kind in the SUPPLY be discovered during the Warranty Period which require correction and making good in accordance with clause 17.3 the SUPPLIER shall extend the Warranty Bond for such period and for such an amount as may be reasonably agreed between the PARTIES.oc. n. GTO-COR-MATE-001-E GENERAL TERMS AND CONDITIONS FOR PURCHASE ORDER DOCUMENTS ex.06 | Dae anaror1 . “HIGH COMPLEXITY = saipem age ofa8 PART D - SUSPENSION, TERMINATION AND FORCE MAJEURE 22 SUSPENSION OF SUPPLY 22.1 22.2 22.8 22.4 225 226 ‘The PURCHASER in Its absolute and sole discretion may suspend further manufacture and supply of the GOODS by the SUPPLIER for any reason, at any time and from time to time, by giving written Notice (Notice of Suspension) thereof to the SUPPLIER. The Notice of Suspension shall specify the date of suspension and the estimated duration of the suspension Upon receiving such Notice of Suspension, the SUPPLIER shall immediately suspend further manufacture and SUPPLY of the GOODS to the extent specified and during the period of such suspension shail properly care for and protect all GOODS, work in progress and materials, supplies and equipment the SUPPLIER has on hand for the manufacture and SUPPLY of the GOODS. ‘The PURCHASER may at any time withdraw the suspension of the manufacture and SUPPLY of the GOODS as well as to all or part of the suspended manufacture and SUPPLY of the GOODS by written notice to SUPPLIER specifying the new conditions of the SUPPLY and scope of withdrawal, ‘and the SUPPLIER shall resume diligent execution of the manufacture and SUPPLY of the GOODS, {for which the suspension is withdrawn, on the specified effective date of withdrawal ‘Should the SUPPLIER believe that any such suspension or withdrawal of suspension justifies modification of the TOTAL PURCHASE ORDER AMOUNT and/or DELIVERY DATE(S) the ‘SUPPLIER shall comply with the provisions of the procedure set forth in Clause "REVISIONS IN THE SUPPLY". The SUPPLIER'S final claim for modification of the TOTAL PURCHASE ORDER AMOUNT shall be substantiated with invoices, payroll documents and other documents satisfactory to the PURCHASER. SUPPLIER shall take all reasonable measutes to reduce or control the costs during the suspension period. Upon the PURCHASER's verification and approval of such invoices, payroll documents and other documents, the SUPPLIER and the PURCHASER shall agree upon the revision of the TOTAL PURCHASE ORDER AMOUNT upon such verification, including reasonable profit based on GOODS supplied under the PURCHASE ORDER, as full settlement to the SUPPLIER for the suspension or withdrawal of suspension. In no event shall SUPPLIER be entiled to be paid by PURCHASER for any prospective profits or any damages because of such suspension or withdrawal of suspension. ‘Should the duration of stich suspensions exceed more than ninety (90) consecutive Calendar Days ‘each, or aggregate more than one hundred and twenty (120) Calendar Days, the PARTIES shall ‘agree on further actions to be taken in terms of suspension or termination. 23 FORCE MAJEURE 23.4 DEFINITION OF FORCE MAJEURE “Force Majeure” means an exceptional event or circumstance: a) b) °) 4) Which is beyond a PARTY's control which such PARTY could not reasonably have provided against before entering into the PURCHASE ORDER; which, having arisen, such PARTY could not reasonably have avoided or overcome; which is not substantially attributable to the other PARTY.oe», T6-CORMATEGOEE A GENERAL TERMS AND CONDITIONS FOR |— a Soaciasr eaten SoSuneNTE | mw | ocsnszo : “HIGH COMPLEXITY « saipem Pane 220138 Force Majeure may include, but {s not limited to, exceptional events or circumstances of the kind listed below, so long as conditions (a) to (d) above are s war, hostilities (whether war be declared or not), invasion, act of foreign enemies; rebellion, terrorism, revolution, insurrection, military or usurped power, or civil war; fiot, commotion, disorder, national strike ‘or lockout by persons other than the personnel of the PARTIES and other employees of the PARTIES their Sub-Suppliers and/or Sub-contractors; jv. munitions of war, explosive materials, fire, explosion, jonising radiation or contamination by radio- activity, except as may be attributable to the SUPPLIER'S use of such munitions, explosives, radiation or radio-activity; v. natural catastrophes such as earthquake, hurricane, typhoon or volcanic activity; vi. aviation or maritime disaster. 23.2 NOTICE OF FORCE MAJEURE If a PARTY is or will be prevented from performing any of its obligations under the PURCHASE ORDER DOCUMENTS by Force Majeure, then it shall notify in writing within the following 48 hours stating the nature, the date of inception, the obligations, the performance of which is or will be prevented and the expected duration of Force Majeure. The PARTY then shall be excused for the performance of such obligations for so long as such Force ‘Majeure prevents it from performing them. 23.3 DUTY TO MINIMISE DELAY Each PARTY shail at all times use all reasonable endeavours to minimise any delay in the performance of the PURCHASE ORDER DOCUMENTS as a result of Force Majeure, PARTY shall give notice to the other PARTY when it ceases to be affected by the Force Majeure. 23.4 CONSEQUENCES OF FoRCE MAJEURE Neither PARTY shall be liable to the other for costs incurred by the other as a result of any delay or failure to perform arising out of Force Majeure. Such delay or failure to perform shall be excused and the period of such delay shall be added to the time for performance of the obligation that has delayed. 23.5 PROLONGED OccURRENCE ‘Should an occurrence of Force Majeure or its consequences continue for a periad of Calendar Days as set out in the PURCHASE ORDER, the unaffected PARTY shail have the right to terminate the PURCHASE ORDER pursuant to Clause "TERMINATION’ by giving prior written notification to the affected PARTY. 23.6 EXcLUSIONS Without limiting the potential events that do not constitute Force Majeure, the following events or circumstances shall not, with respect to SUPPLIER, constitute Force Majeure: a) unless due to an act or failure to act of PURCHASER, late delivery to SUPPLIER of machinery, equipment, spare parts or consumables; b) a delay in the performance of any of SUPPLIER'S Sub-Contractors, Sub-Suppliers or any other THIRD PARTY; ©) normal wear and tear of and random flaws in materials and equipment or breakdowns in equipment; 4) unavailability of funds; 2) adverse weather conditions; f) strikes by SUPPLIER’s Personnel or labour disturbances involving SUPPLIER’s Personnel, 9) failure to perform caused by SUPPLIER's negligent or intentional acts, errors or omissions or breach of, or default under the PURCHASE ORDER DOCUMENTS to the extent such breach or default is not excused by the occurrence of Force Majeure pursuant to this Clause. 24 NOTICE OF DEFAULToc. n, GTC-COR-MATE.001-E GENERAL TERMS AND CONDITIONS FOR } ———— PURCHASE ORDER DOCUMENTS Rev.05 | Date 02/02/2011 = HIGH COMPLEXITY - saipem Page 230199 24.1 SUPPLIER shall be deemed to be in default in the following cases: + obvious failure likely to affect the quality and conformity of the SUPPLY; © delay in the implementation of the PURCHASE ORDER, leading to unavoidable and unreasonable delay in the SUPPLY TIME SCHEDULE andlor performance tests and/or ‘completion of the SUPPLIER’s obligations herein; ‘* non implementation by SUPPLIER of the PURCHASE ORDER DOCUMENTS in whole or in part; serious andlor prolonged failure of the SUPPLIER to meet his obligations herein; SUPPLIER refuses to carry out the SUPPLY in accordance with the terms set forth in the PURCHASE ORDER; ‘SUPPLIER fails to substantially comply with his material obligations as set forth herein; SUPPLIER fails to extend and/or modify the bank guarantee(s) 24.2 PURCHASER shall notify any default to the SUPPLIER in writing by means of a “Notice of Default, requiring the SUPPLIER to remedy such a breach within a period indicated in such Notice of Default. ‘The SUPPLIER shall promptly inform PURCHASER in writing of the effects of his default and of the measures he intends to take in order to correct such default as soon as possible. If upon expiration of the period indicated in Notice of Default the default remains unremedied, or PARTIES have not reached an agreement on its remedy, then the PURCHASER shall have the right to rectify ititself, or requests THIRD PARTIES to do so, and charge all the relevant costs to the SUPPLIER. 24.3 If, following the receipt ofthe Notice of Default from PURCHASER, the SUPPLIER fails to correct the default, PURCHASER may, as the case may be, upon expiry of the period of time stated in the Notice of Default and without prejudice to the possible termination of the PURCHASE ORDER in accordance with Clause “Termination” below: + Either impose a technical assistance on the SUPPLIER without releasing the SUPPLIER from his obligations or responsibilities; * Or substitute itself to the SUPPLIER for all or part of the SUPPLY, at the SUPPLIER’s expense and risk, and without the PURCHASE ORDER ceasing to be valid. In this respect, PURCHASER may use its own resources to complete the sald SUPPLY and/or use any other THIRD PARTY {or this purpose by means of a subcontract; + Orreject allor part of the SUPPLY in accordance with Clause 462.12. 244 Allthe costs borne by PURCHASER as a result of the SUPPLIER's default shall be charged onto the SUPPLIER. Without prejudice to any other method of recovery available to PURCHASER, PURCHASER shall have the right to deduct such costs from the amounts that may still be due to the SUPPLIER by PURCHASER corresponding to that part of the SUPPLY already performed in accordance with the PURCHASE ORDER DOCUMENTS. 25 TERMINATION 25.1 TERMINATION PROCEDURE Any termination of the PURCHASE ORDER by the PURCHASER shall become effective as of the date and in the way specified in the Notice of Termination and shall be without prejudice to any claim, which PURCHASER may have against SUPPLIER. On receipt of such Notice SUPPLIER shall, unless otherwise directed by the Notice of Termination, immediately discontinue the SUPPLY and/or the placing of sub- ordersisub-contractors to Sub-Supplies(s) and/or Sub-Contractor(s) in connection with the PURCHASE ORDER DOCUMENTS and shall, if 50 requested, use any reasonable effort to cancel all existing commitments upon terms satisfactory to PURCHASER and shall thereafter perform only such portion(s) of the SUPPLY as may be necessary to preserve and protect the part of the SUPPLY in progress and to protect all SUPPLIER’s or PURCHASER’s GOODS and documents located at SUPPLIER’s premises, or in transit thereto. The rights of the PARTIES to terminate the PURCHASE ORDER are as expressly provided in this Clause. 25.2. PURCHASER'S RIGHT OF TERMINATIONDoe. n. GTC-CORMATE.001-E GENERAL TERMS AND CONDITIONS FOR — PURCHASE ORDER DOCUMENTS Rev.05 | Date 0202/2011 A HIGH COMPLEXITY - saipem Page 24 of 98 25.2.4 25.2.2 25.2.3 25.2.4 25.2.6 25.3 Without prejudice to the other provisions of the PURCHASE ORDER DOCUMENTS, PURCHASER: shall be entitled to terminate the PURCHASE ORDER in the following cases: a) in the event of continuing or persistent failure of the GOODS to meet the test(s) required by the PURCHASE ORDER DOCUMENTS; b) incase the maximum amount applicable of Liquidated Damages is reached: ©) SUPPLIER becomes insolvent, bankrupt or makes an assignment for the benefit of creditors, or a receiver is appointed for a substantial part of SUPPLIER'S assets, d) SUPPLIER dissolves, liquidates or terminates his corporate existence or an order is made by @ Court or an effective resolution is passed for the dissolution, liquidation or winding up of SUPPLIER; e) SUPPLIER’ assigns the PURCHASE ORDER to THIRD PARTIES or subcontracts the SUPPLY, in af or in par, without PURCHASER’ prior written consent; 1) SUPPLIER fails to comply with current legislation including but not timited to, in relation to insurance, salaries, wages and social security contributions for its personnel and safety requirements; 9) SUPPLIER makes variation(s) to the scope of the PURCHASE ORDER DOCUMENTS, without PURCHASER's written approval andlor authorisation h) SUPPLIER suspends the execution of the SUPPLY in the event of arbitration; }) SUPPLIER fails to mest the Quallly Assurance/Quality Control and HSE Requirements during the SUPPLY; i) Force Majeure events persist for a period exceeding the period of time set out in the PURCHASE ORDER; k) SUPPLIER fails to comply with Saipem's Code of Ethics ; 1) in other cases as may be specified by the applicable legistation; m) in case the SUPPLIER fails with the commencement the corrective action within the period of time specified in the Notice of Dofauit; 1) SUPPLIER falls to comply with the provisions of Clause "Administrative Responsibility’ ©) if SUPPLIER is Italian, in case the award of the PURCHASE ORDER infringe the administrative regulations relevant to “antimatia’ and according to said regulations, if tallan SUPPLIER omits to promptly communicate any variation of management, Board of Directors and shareholders composition. Should the PURCHASER consider that the SUPPLIER commits any of the above mentioned breaches, except for paragraphs 25.2.1 c), 26.2.1 d) and 25.2.1 }), the PURCHASER shall notify the ‘SUPPLIER by written notice (‘Notice of Termination’) specifying the breach and the PURCHASE ORDER or part thereof shall be automatically terminated from the date specified in the Notice of Termination. PURCHASER shall be entitled to be reimbursed within 60 (sixty) days by the SUPPLIER for all damages incurred in connection with such termination, except for the event provided in the paragraph 25.2.1 j). ‘The termination of the PURCHASE ORDER pursuant this Clause shall not relieve SUPPLIER from any of his obligations or liabilities incurred as a consequence of default{s) committed prior to such termination. If all or any part of the PURCHASE ORDER is terminated for reasons set forth in this Clause, PURCHASER shall pay SUPPLIER for the portion of the SUPPLY satisfactorily performed up to the date of termination included, Termination of the PURCHASE ORDER shall be without prejudice to any right or obligation already acerued to either PARTY prior to the date of such termination, or which is specified or implied to remain in force thereatter. EARLY TERMINATION 25.3.1 The PURCHASER in its absolute and sole discretion may terminate the PURCHASE ORDER or any part thereof for any reason and at any time by giving ten (10) Calendar Days written notice thereof to the SUPPLIER,e oo. n. GTC-COR-MATE-001-E GENERAL TERMS AND CONDITIONS FOR PURCHASE ORDER DOCUMENTS ev.06 | date a2rm2n011 7 “HIGH COMPLEXITY - saipem Page 25 of 98 25.3.2 25.3.3 25.3.4 25.4 On the date of such termination stated in said notice, the SUPPLIER shall discontinue all SUPPLY of the manufacture or otherwise pertaining to the PURCHASE ORDER DOCUMENTS and shall preserve all material on hand purchased for use in, or committed to the PURCHASE ORDER DOCUMENTS, or GOODS in progress and completed GOODS, both in his own and any other premises pending the PURCHASER's instructions. If the PURCHASE ORDER is terminated pursuant to the terms of this Clause, payment to the SUPPLIER or refund to the PURCHASER, if any, shall be promptly and mutually agreed to by the PURCHASER and the SUPPLIER, based on that portion of the SUPPLY satisfactorily performed up to and including the date of termination, including reimbursements for reasonable overheads and profits of such SUPPLY, plus reasonable and necessary expenses resulting from the termination according to the provisions set out in Clause 11.2.4.2 and Clause 22.4 Termination of the PURCHASE ORDER shall be without prejudice to any right or obligation already accrued to either PARTY prior to the date of such termination, or which is specified or implied to remain in force thereafter. ‘The SUPPLIER shall not be entitled to receive any payment for loss of profit or opportunity or other consequential damages as a result of termination of the PURCHASE ORDER under this Clause. PART E - RESPONSIBILITY AND INSURANCE 26 LIABILITIES AND INDEMNITIES 28.1 INDEMNITY APPLICATION The exclusion of liability and indemnities set out in this Clause shall apply without regard to cause or causes thereof, including the negigence of the PARTY indemnified. However, the exclusion of liability and indemnities shall not apply and may not be relied on by a PARTY to the extent that any claim or lability was caused by the GROSS NEGLIGENCE or WILFUL MISCONDUCT of such PARTY. 26.2 a) b) 26.3 PERSONNEL OF SUPPLIER AND PURCHASER SUPPLIER shall have no responsibility toward PURCHASER in respect of personal injury to or disease, sickness or death of PURCHASER employees or Invitees. PURCHASER shall release, protect, indemnify and hold SUPPLIER harmless from any and all liablilies, claims, judgements, losses, expenses and any costs related thereto (including but not limited t0 Court costs and attorneys’ fees) personal injury to or disease, sickness or death of PURCHASER's employees or Invitees. PURCHASER shall have no responsibility towards SUPPLIER in respect of personal injury to or disease, sickness or death of SUPPLIER's employees or Invitees. SUPPLIER shall release, protect, defend, indemnify and hold PURCHASER harmless from any and all liabilties, claims, judgements, losses, expenses and any costs related thereto (including but not limited to Court costs and attorney's fees) for personal injury to or disease, sickness or death of SUPPLIER's employees or Invitees PROPERTY OF PURCHASER ano SUPPLIERDoe. n. GTC-COR-MATE-001-£ GENERAI TERMS AND CONDITIONS FOR PURCHASE ORDER DOCUMENTS rev.06 | bate oanzz0or1 y THIGH COMPLEXITY = saipem Page 20198 Each PARTY shall be liable for, and shall save, indemnify, hold harmless and defend the other PARTY and any of its officers, employees, agents end representatives, from and against any claim, demand, cause of action loss, expense or liability on account of damage to of loss of any property, including but not limited to the property or equipment of the other PARTY arising out, of or in connection with any acts or omissions to act of the employees, agents or representatives of the indemnifying PARTY in the performance of the PURCHASE ORDER DOCUMENTS. 26.4 THIRD PARTIES a) SUPPLIER shall be responsible for and shall release, protect, defend, Indemnify and hold PURCHASER harmless from any and ail liabilties, claims, judgements, losses, expenses and any costs related thereto (Including but not limited to Court costs and attorneys’ fees) for damage to or loss or defect of any THIRD PARTY property and for personal injury to oF disease, sickness or death of any THIRD PARTY arising directly or indirectly during or out of ‘SUPPLIER’ s performance or non-performance of the PURCHASE ORDER DOCUMENTS. b) PURCHASER shall be responsible for and shall release, protect, defend, indemnify and hold ‘SUPPLIER harmless from any and all liabilities, claims, judgements, losses, expenses and any costs related thereto (including but not limited to Court costs and attorneys’ fees) for damage to or loss or defect of any THIRD PARTY property and for personal injury to o disease, sickness or death of any THIRD PARTY arising directly or indirectly during or out of PURCHASER's performanca or non-performance of the PURCHASE ORDER DOCUMENTS. 26.5 CLAIMS In the event that elther PARTY believes that the indemnities set out in this Clause may be activated or a claim may be made on any insurance cover effected by the other, it shall without delay notify the other and each PARTY shall afford such reasonable assistance to the other as may be necessary for notification, preparation, negotiation and resolution of insurance claims, Except as otherwise stated herein the PARTY charged under this Clause with responsibilty for a claim shall have the sole and exclusive right and obligation to control and conduct settlement or litigation of any such leim. 28.6 LIMITATION OF LIABILITY 266.4 SUPPLIER'S liability towards PURCHASER under or in connection with the PURCHASE ORDER DOCUMENTS shail be limited to the value specified in the PURCHASE ORDER. The limitation of fability does not include: 26.6.1.4 ‘SUPPLIER'S liability in respect of liquidated damages as set forth in clause "LIQUIDATED DAMAGE! 26.6.1.2 Proceeds actually recovered from the relevant insurance policies. 26.6.2 Notwithstanding anything to the contrary set out in the PURCHASE ORDER, no limitation of ‘SUPPLIER'S liablily shall apply: 26.8.2.1 in case of loss or damages arising out of WILFUL MISCONDUCT or GROSS NEGLIGENCE of the SUPPLIER; 266.22 in respect to liability towards THIRD PARTIES, as set out in Clause 26.4 a); 266.23 in respect to any liabilties assumed by the SUPPLIER under Clause “TAXES, DUTIES AND FEE", Clause 262 ) “LIABILITIES AND INDEMNITIES’, Clause “LAWS AND REGULATIONS’, Clause "LIENS" and Clause 40.5 “INTELLECTUAL PROPERTY RIGHTS”,Doc. 9, GTC-COR-MATE-001-E GENERAL TERMS AND CONDITIONS FOR - PURCHASE ORDER DOCUMENTS Rov.os | Date 0202/2014 = HIGH COMPLEXITY - saipem Page 27 of 26.8.3 26.7 For the purpose of this Clause the definition of PURCHASER, SUPPLIER and PARTY shall be deemed to include their respective AFFILIATES thereof and the definition of SUPPLIER shall be deemed to include its sub-supplier(s) and sub-contractor(s). CONSEQUENTIAL DAMAGES: Neither PARTY shall be liable to the other whether by way of indemnity or in contract or in tort (including negligence), for any loss of revenue, profi, anticipated profit, use, production, product, productivity, facility downtime, contract, business opportunity or indirect or consequential damages of any nature (excluding any Liquidated Damages) and each PARTY shall release, protect, defend, indemnify and hold the other PARTY harmless from and against all such claims, demands, and ‘causes of action, irrespective of the cause. 27 INSURANCE REQUIREMENTS: 274 QTAA WAZ 274.3 AA 27AS 272 273 274 278 ‘Without limitation to the SUPPLIER’s obligations and responsibilities under the PURCHASE ORDER DOCUMENTS, the SUPPLIER, at his own cost and charge, shall obtain and maintain in full force and effect throughout the duration of the PURCHASE ORDER and any extensions thereof, and including any Warranty Period as provided in Clause "Warranties", whichever is the later date, the insurance coverage as specified hereinafter in order to cover his liabilities under the Terms and Conditions of the PURCHASE ORDER DOCUMENTS and in compliance with any applicable Laws of the Country in which the SUPPLY is performed. The insurance amounts indicated below are minimum requirements and not limits of liability, and they are not to be construed as the PURCHASER 's consent to substitute its financial liability in excess of the amounts set forth except as otherwise agreed in the PURCHASE ORDER: ‘Workmen's Compensation and Employer's Liability Insurance or equivalent required by applicable Law. ‘Comprehensive General Liability Insurance, with a limit of not less than the sums set out in the PURCHASE ORDER applicable to bodily injury, sickness or death of any one person and for loss or damage to property in any one occurrence. This policy shall also cover pollution liability and liabitty arising out of delivered GOODS Automobile Liability Insurance covering owned and hired vehicles used by SUPPLIER, applicable to bodily injury, sickness or death of any one or more persons and for loss of or damage to property in compliance with local laws and regulations. Any other insurance specified in the PURCHASE ORDER. ‘The SUPPLIER shall insure the GOODS until the actual DELIVERY POINT(S) as set out in the PURCHASE ORDER. Each policy other than Workers’ Compensation/Employer's Liabilly, shall name the PURCHASER, its AFFILIATE and any of their officers, directors, employee as additional insured but only to the ‘extent of the liabilities and indemnities assumed by SUPPLIER under the PURCHASE ORDER. All the SUPPLIER's policies shall be so endorsed to be primary insurance without any right of Fecourse or contribution from any other insurance carried by the PURCHASER Before commencing any activity under the PURCHASE ORDER DOCUMENTS, SUPPLIER shall have his insurance carrier(s) furnish PURCHASER with certificate(s) evidencing that all insurance required from SUPPLIER under the PURCHASE ORDER DOCUMENTS is in full force and etfect. FAILURE TO INSUREDoe. 9. GTO-COR-MATE-OO1-E, GENERAL TERMS AND CONDITIONS FOR PURCHASE ORDER DOCUMENTS Rev.05 | Date 02/02/2011 A = HIGH COMPLEXITY - saipem Page 20 039 278 Should SUPPLIER fail to secure or fail to maintain the insurance coverage provided for hereunder, PURCHASER reserves the right either to cancel the PURCHASE ORDER DOCUMENTS pursuant to Clause "TERMINATION" or to secure or reinstate said insurance coverage at SUPPLIER's cost always provided that SUPPLIER’s liabilities stated in the PURCHASE ORDER DOCUMENTS shall remain unchanged. If SUPPLIER fails to maintain any of the insurance herein required, SUPPLIER shall release, protect, defend, indemnify and hold PURCHASER harmless from any and all liabilities, claims, judgements, losses, expenses and any costs arising out of or resulting from such breach SUPPLIER shall cause every Sub-Supplier or Sub-Contractor employed by SUPPLIER to cary insurance of types and amounts necessary to cover risks inherent in the SUPPLY of the particular ‘Sub-Contractors, PART F - GENERAL LEGAL PROVISIONS. 28 GOVERNING LAW Unless otherwise stated in the PURCHASE ORDER, the PURCHASE ORDER DOCUMENTS shall be governed by and construed in accordance with the provisions of the Laws of Engiand and Wales, except Its provisions concerning conflicts of the law. 29 LAWS AND REGULATIONS 29.1 29.2 ‘The SUPPLIER shall, in all matters arising during the execution of the PURCHASE ORDER DOCUMENTS including all and any Warranty Period, conform in all respects with the provisions of any applicable law, regulations, ordinances andior by-laws of any local or other duly constituted authority at the date of signature of the PURCHASE ORDER and with those implemented after such date. ‘The SUPPLIER shall Keep the PURCHASER indemnified against all penalties and liability of every kind for breach of any such statute, ordinance or law regulation. 30 SETTLEMENT OF DISPUTES 30.4 30.2 All disputes between the PURCHASER and the SUPPLIER in connection with or arising out of the PURCHASE ORDER DOCUMENTS shall be resolved by means of the following procedure: a) The dispute shall initially be referred to the PURCHASER’ representative and the SUPPLIER's representative who shall discuss the matter in dispute and make all reasonable efforts to settle the dispute amicably; b) If the matter in dispute cannot be resolved under sub-Clause a) above within fifteen (15) Calendar Days after receipt by one PARTY of the other PARTY's written request for such amicable settlement, the dispute shall be referred to the Managing Directors of the PURCHASER and the SUPPLIER. Unless otherwise stated in the PURCHASE ORDER, all the disputes arising out of or in connection with the PURCHASE ORDER, which ate not settled amicably under the preceding paragraph of this Clause within forty five (45) Calendar Days after receipt of the above-mentioned written request, shall be submitted by either PARTY to arbitration in accordance with the Rules of Arbitration of the International Chamber of Commerce by three (3) arbitrators appointed in accordance with the said rules,os. n, GTC-COR-MATE:001- GENERAL TERMS AND CONDITIONS FOR PURCHASE ORDER DOCUMENTS ev.06 | Date e2ozn0r1 . “HIGH COMPLEXITY - ,-——— saipem Page 29 98 30.3 Unless otherwise stated in the PURCHASE ORDER, the arbitration proceeding shall be held in London (United Kingdom) and conducted in the English language. 30.4 Whilst any matter or matters are in dispute, the SUPPLIER shall proceed with the execution and completion of the SUPPLY and both the PURCHASER and the SUPPLIER shall comply with all the provisions of the PURCHASE ORDER. 31 CONFIDENTIALITY AND ETHICAL BUSINESS STANDARD 31.1 SAIPEM'S Cone oF ETHICS ‘SUPPLIER Js fully informed and has agreed to entirely comply with Saipem’s Code of Ethics, approved by the Board of Directors of Saipem SpA on October 27/2010, latest edition. 31.2. PERSONNELIPERSONAL DATA PROTECTION SUPPLIER is fully informed and has agreed that should he exchange with PURCHASER documents and information regarding personal data he shall comply with the most stringent applicable law. 31.3 CONFIDENTIALITY 31.3.1 The PURCHASER ORDER DOCUMENTS shall be treated as confidential and shall not be disclosed nor used for any reason whatsoever, except by (i) SUPPLIER to comply with its obligations under the PURCHASE ORDER and by (ji) PURCHASER in connection with the PROJECT. 31.3.2. ‘Confidential Information” shall mean any and all information, data (including but not limited to the PURCHASE ORDER DOCUMENTS), etc. relating to the PURCHASE ORDER DOCUMENTS which are disclosed to SUPPLIER, directly or indirectly, in writing, in drawings, in electronic form or in any other way by PURCHASER, including data and information derived therefrom, except such information which SUPPLIER can demonstrate: a) were in the possession of SUPPLIER prior to PURCHASER's disclosures of the same to it and were not acquired from PURCHASER, or b) are acquired by SUPPLIER from others who have no direct oF indirect confidential ‘commitment to PURCHASER with respect to same, or ©) ate, at the time of disclosure, or become without the fault or participation of SUPPLIER @ part of the public domain by publication or otherwise. ‘Specific Confidential information disclosed to SUPPLIER shall not be deemed to come under the above exceptions merely because it is embraced by more general information which is or becomes: public knowledge or was in the prior possession of SUPPLIER. Confidential information shail also include all the terms and conditions of any agreement (in draft or final form) provided to or under discussion with SUPPLIER in relation to the PROJECT. 31.3.3. In particular, SUPPLIER undertakes and agrees: = to receive the Confidential Information in strict confidence, not to disclose them to any THIRD PARTY and to use it only in connection with its activity for the PURCHASE ORDER; - to restrict the disclosure of the Confidential Information to those of its employees who have a need to know the same for the PURCHASE ORDER and ensures that they are under obligation to be bound by the terms ofthis clause at least to the same extent as provided herein; = not to disclose to any THIRD PARTY the existence of the PURCHASE ORDER or any other ‘agreement between PURCHASER and SUPPLIER, unless otherwise previously authorized in writing by PURCHASER; to return to PURCHASER all drawings, written descriptions, and other writings or copies and delete any data stored in a computer or electronic retrieval system containing the Confidential Information, upon PURCHASER's request,Doe, GTC-CORMATEO01-E A GENERAL TERMS AND CONDITIONS FOR « PURCHASE ORDER DOCUMENTS ev 08 | ate onan i. “HIGH COMPLEXITY = jm] saipem Page 200130 - not to apply for patents or to claim patents and/or other industrial property rights for inventions based on or derived from directly and/or indirectly any information or data included in the Confidential information; = that all the Confidential Information, including any copies or summaries which contain such Confidential Information — regardless of the media in which the Confidential Information is contained = shall remain the sole and exclusive property of PURCHASER If any part of Confidential Information is subpoenaed or otherwise required to be disclosed to a third party by order of a court or by any stock exchange or other regulatory order, SUPPLIER shall promptly notify PURCHASER in writing and in consultation with PURCHASER to seek to obtain suitable protective orders to maintain the confidentially of Confidential Information provided, however, in the event such protective order or other remedy is not obtained, PURCHASER agrees to furnish only that portion of Confidential Information which SUPPLIER is advised by the written opinion of counsel is legally requited and to exercise best efforts to obtain assurance that confidential treatment will be afforded to such portion of Confidential Information disclosed. The provisions of this Clause shall survive any expiration or termination of the PURCHASE ORDER. 34.4 ADMINISTRATIVE RESPONSIBILITY ‘The SUPPLIER declares to have received and has knowledge of the contents of the Organization, Management and Control Model, including Saipem's Code of Ethics, drafted by PURCHASER in accordance with the legislation in force regarding the administrative liability of legal entities for offences committed by their directors, employees and/or agents. With reference to the performance of the activities under the PURCHASE ORDER, the SUPPLIER declares to have given and implemented instructions to its directors, employees and/or agents, aimed at preventing the commission or the attempt of any offence under the "1997 OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions” (the “OECD Convention’), the United Nations Convention against Corruption and any applicable anti- Corruption laws (for instance, the Italian Legislative Decree No. 231 of 8 June 2001, the U.S. Foreign Corrupt Practices Act or any other anti-bribery laws, as the case may be). Furthermore the SUPPLIER undertakes. vis-a-vis PURCHASER to continue effectively implementing such instructions for the entire duration of the PURCHASE ORDER. With respect to the performance of the activities under the PURCHASE ORDER, SUPPLIER undertakes vis- &-vis PURCHASER, for the entire duration of the PURCHASE ORDER, to strictly abide by the principles of the Saipem Code of Ethics and to respect Human Rights in accordance with Saipem Sustainability Policy, available on the website www.saipemit. The PARTIES agree that any non-compliance, even partial, with the abovementioned declarations and undertakings, reasonably resulting in adverse consequences for PURCHASER, will be considered a material default under the PURCHASE ORDER and, as a consequence, will entitle PURCHASER to unilaterally withdraw, even during its performance, or to terminate the PURCHASE ORDER, by delivering notice mail which shall include @ brief summary of the circumstances or of the legal proceedings demonstrating such non-compliance. In the event of information that could reasonably imply such non-compliance, while awaiting verification or decision, PURCHASER will have the right to suspend the performance of the PURCHASE ORDER, by delivering notice via written mail, which shalt include a brief summary of the relevant information. Should the information be obtained from the press, PURCHASER shall have the right to exercise such right when the information has been confirmed by an official document of the Judicial Authority andlor otherwise confirmed by the Judicial Authority The exercise of such right will be to the sole detriment of SUPPLIER, which shall bear, in all cases, all additional expenses and costs and shall hold PURCHASER harmless from any THIRD PARTY action arising from or consequential to such non-compliance. 34.5 SUSTAINABILITYoo. n, GTC-COR MATE-001-E GENERAL TERMS AND CONDITIONS FOR PURCHASE ORDER DOCUMENTS Rev.0s | Date oziczrz011 HIGH COMPLEXITY - - - Page 31 of 39 ‘The SUPPLIER dectares to have received and have knowledge of the contents of the "Salpem Corporate Sustainability Policy" whereby PURCHASER is committed to act as a sustainable company and to contribute to long term growth and value creation through the effective involvement of ail legitimate stakeholders. Each PARTY declares that its activities under the PURCHASE ORDER shall in no case imply unacceptable risks to people or the environment and undertakes to manage and mitigate these risks in its every day operational activities. If local requirements and standards do not exist or are inadequate to manage the above tisks, the PARTIES agree to operate in accordance with relevant internationally accepted best practices, 32 ASSIGNMENT AND SUB-CONTRACTING 32.1 ASSIGNMENT 32.1.1 The PURCHASER Js entitied to assign at any time the PURCHASE ORDER or any benefit or interest there under (original PURCHASE ORDER) to any of its AFFILIATE or any THIRD PARTY (assignee) in whole or in part. In case of assignment as above saic: ‘+ the original PURCHASE ORDER shall be terminated by the PARTIES hereto; ‘+ the assignee and the SUPPLIER shall sign new PURCHASE ORDER, based on Terms and Conditions of the original PURCHASE ORDER, where the assignee shall be assigned with the same rights and obligations which the PURCHASER had, at that time, under the PURCHASE ORDER {n particular, but not limited to, itis specifically agreed that: * delivery terms of the SUPPLY as well as the terms of payment governing the relationship between the PARTIES under the new PURCHASE ORDER shall continue to be those provided for in the original PURCHASE ORDER and therefore the new PURCHASE ORDER shall be considered as solution of continuity with the original PURCHASE ORDER DOCUMENTS; + SUPPLIER shall not consider or invoke the assignment as an event of discontinuity of his duties and obligations under the original PURCHASE ORDER DOCUMENTS. 32.1.2 The SUPPLIER shall not assign or transfer the PURCHASE ORDER or any part thereof or any share, benefit or interest therein or there under of any money due or becoming due under the PURCHASE ORDER DOCUMENTS without the prior written approval of the PURCHASER. 32,2 SUB-CONTRACTING 32.2.1 The SUPPLIER shall not subcontract the whole of the SUPPLY. The SUPPLIER shall not subcontract any part of the SUPPLY to THIRD PARTIES, other than the specified Sub-Supplier(s) and/or Sub-Contractor(s) in the project vendor list attached to the PURCHASE ORDER, without the prior written approval of the PURCHASER. 32.2.2. Such approval shall not be unreasonably withheld, but if given shall not relieve the SUPPLIER of any liability or obligation under the PURCHASE ORDER DOCUMENTS and he shail be fully responsible for the work, acts, omissions, defaults and neglect of any Sub-Supplier(s) or Sub-Contractor(s) including their agents, representatives, employees and personnel, as if they were work, acts, ‘omissions or defaults and neglect of the SUPPLIER. SUPPLIER shall ensure that the terms of any subcontract agreement shall fully conform to the obligations of the PURCHASE ORDER DOCUMENTS. 32.2.3 Where the PURCHASER grants the SUPPLIER written approval to subcontract to THIRD PARTIES, it is understood that any Sub-Supplier(s) or Sub-Contractor(s) shall be bound by and observe the provisions of all the terms, conditions, stipulations and obligations set out for the SUPPLIER in the PURCHASE ORDER DOCUMENTS. 32.2.4 Before entering into any subcontract, the PURCHASER shall be given adequate opportunity to review the form of sub-supply/subcontract, the choice of the Sub-Supplier(s)/Sub-Contractor(s), the part of the PURCHASE ORDER DOCUMENTS included in the sub-supply/subcontract and any other details requested by the PURCHASER.Doc. n, GTC-COR-MATE001- GENERAL TERMS AND CONDITIONS FOR PURCHASE ORDER DOCUMENTS Rov.08 | Date 02/02/2011 HIGH COMPLEXITY - — saipem Page 320139 33 ASSIGNMENT OF CREDIT Unless expressly authorized by the PURCHASER, the assignment of any and all credits due to SUPPLIER under the PURCHASE ORDER is exclided with resulting llabilty of SUPPLIER to PURCHASER for any breach of the above-mentioned provision, Furthermore, in no circumstances may SUPPLIER give any special cash warrants to any Third Party(ies), nor delegate, in any manner whatsoever, the collection of any of the monies due to SUPPLIER hereunder. 34 CONCESSION AND NON-WAIVER OF RIGHTS 341 SUPPLIER To INFORM HiMSELF/CONCESSION ‘The SUPPLIER shall be deemed to have satisfied himself, before entering into the PURCHASE ORDER , as to the PURCHASE ORDER requirements and to the extent and nature of the SUPPLY including but not limited to the services, personnel, materials and equipment, plant, consumables and facilities required for the SUPPLY, the correctness and sufficiency of the TOTAL PURCHASE ORDER AMOUNT, general and local conditions including climatic, sea, water and weather conditions, and all other matters which could affect progress of the SUPPLY. It is hereby agreed that the PURCHASER shall grant no concessions to the ‘SUPPLIER in respect of the foregoing and in respect of any PURCHASER TECHNICAL DOCUMENTS. 34.2 NoN-WaIVER OF RIGHTS The waiver of any rights or remedies or relaxation of any provision in the PURCHASE ORDER DOCUMENTS or any of the terms thereof shall not be valid, unless approved in writing by the PURCHASER. Notwithstanding the foregoing, the fallure of the PURCHASER to exercise or enforce any right, remedy or provision contained in the PURCHASE ORDER DOCUMENTS at any time or for any period shail not relieve the SUPPLIER of any of his obligations under the PURCHASE ORDER DOCUMENTS and shall be without prejudice to and shall not affect or constitute a waiver of such right, remedy or provision. 35 SURVIVAL OF PROVISIONS Those provisions of the PURCHASE ORDER DOCUMENTS which by their nature extend beyond the completion of the SUPPLY shall survive any expiration, cancellation or termination of the PURCHASE ORDER, 36 AUDITING 36.1 For the purposes of audit the SUPPLIER shall keep all documents relating to the PURCHASE ORDER DOCUMENTS for five (5) years from the expiration of the Warranty Period. PURCHASER or its representative(s) or agents shall have the right to examine, during normal business hours, all documents of the SUPPLIER and his Sub-Supplier(s) or Sub-Contractor(s) that are pertinent to the PURCHASE ORDER DOCUMENTS. 36.2 If requested by PURCHASER, the SUPPLIER shall disclose its control structure, indicating whether ‘control is exercised through a fiduciary assignment of shares. Where this is the case, the SUPPLIER is required to communicate the identity of the fiduciary. 37. THIRD PARTIES’ RIGHTS Except as otherwise specifically set forth in the PURCHASE ORDER: a) nothing expressed or referred to in the PURCHASE ORDER DOCUMENTS shall be construed to give any person or legal entity, other than the PARTIES any legal or equitable right, remedy or claim under or with respect to the PURCHASE ORDER DOCUMENTS or any provision of the PURCHASE ORDER DOCUMENTS; andDoe. n, GTC-COR-MATE-O01-E GENERAL TERMS AND CONDITIONS FOR PURCHASE ORDER DOCUMENTS Rev.08 | Date 0202/2011 = HIGH COMPLEXITY = Page 33 of 30 b) the PURCHASE ORDER DOCUMENTS and all of its provisions are for the sole and exclusive benefit of the PARTIES, 38 LIENS 38.1. The SUPPLIER undertakes not to do or permit any act, deed or thing which would result in the Creation of any lien, charge or encumbrance of any kind whatever on the PURCHASER's property and hereby declares that he has not created or done any of the same before entering into the PURCHASE ORDER. 38.2 The SUPPLIER shall protect, promptly indemnify and hold the PURCHASER harmless from and ‘against any and all liabilities for the payment of the amount of any lien, charge or encumbrance of any kind whatever claimed against the property of the PURCHASER created by the SUPPLIER or by any of his Sub-Supplier(s) or Sub-Contractor(s) or by their respective employees and agents. 38.3 If, atany time, the PURCHASER shall receive notice or information of the recording of any such lien, charge or encumbrance of any kind whatever or any evidence thereof or claim in respect thereof which, if valid, could constitute a legal charge upon the property of the PURCHASER, the PURCHASER shall forthwith notify the SUPPLIER and the PURCHASER shall have the right to ‘deduct and retain out of any payment due to SUPPLIER or to become due such sum(s) necessary to discharge such lien or charge or encumbrance of any kind whatever or claim and connected expenses. 39 DEBTS DUE BY THE SUPPLIER In every case when under or by virtue of the provisions contained in the PURCHASE ORDER DOCUMENTS: the SUPPLIER shall become liable for the payment of any sum of money to the PURCHASER whether by way of damages, indemnification or otherwise howsoever or any expenses incurred by the PURCHASER in ‘connection with the performance of the SUPPLY owing to neglect, default or omission of the SUPPLIER, the PURCHASER may deduct such sum from any payment due or which may become due to the SUPPLIER or recover such sum by any other lawful means, without prejudice to any other remedy the PURCHASER may have under the PURCHASE ORDER DOCUMENTS, Accordingly the PURCHASER may request the SUPPLIER to issue a credit note or may issue a debit note for the amount so deducted or recovered. 40 INTELLECTUAL PROPERTY RIGHTS 40.1 GENERAL SUPPLIER represents and warrants to possess or to be granted any and all icense, patent or other trade secret which Is necessary for the performance of his obligations under the PURCHASE ORDER and for the production and the commercialization of the GOODS. SUPPLIER warrants that any and all royalties for the production, supply, and use of the GOODS by PURCHASER and its client for the PROJECT are included in the TOTAL PURCHASE ORDER AMOUNT. 40.2. INVENTIONS ‘Any Intellectual Property Right including copyrights, design rights, know-how, patents which arises in furtherance of the PURCHASE ORDER and any invention whether patentable or un-patentable, which is made, conceived or first actually or constructively reduced to practice by SUPPLIER during the execution of its activities under the PURCHASE ORDER shall belong to PURCHASER, 40.3 INDEMNIFICATION In addition to any other indemnifying provisions contained herein, SUPPLIER represents and warrants that the GOODS, its construction or supply and use do not infringe any patent application, patent, trade secret, copyright or other intellectual property rights of any third party and SUPPLIER agrees to protect, defend, indernnify and hold PURCHASER and its client harmless from and against any and all claims, losses, costs,Doc. n. GTC-COR-MATE-001- (GENERAL TERMS AND CONDITIONS FOR PURCHASE ORDER DOCUMENTS ce oe : THIGH COMPLEXITY = saipem Page 24039 demands, damages, suits, judgements, penalties, labilties, debits, expenses and causes of action and every other claim or Iitigation (including all’ costs thereof and ‘attorney's fees) of every kind and character in connection thereto. 41 INDEPENDENT SUPPLIER 44.1 The SUPPLIER shall declare that all of the activities covered under the PURCHASE ORDER DOCUMENTS shall be performed by the same independent organization, managing at their own risk, using their own capital and equipment and with their own regularly employed, compensated and insured personnel. Equipment, personnel and anything else required for performance of the abovernentioned activities may not be considered in any way as belonging to the PURCHASER's organization. ‘The SUPPLIER shall perform the activities, assuming all of the responsibilities with regard to the PURCHASER as well as the public authorities and third parties, holding harmless the PURCHASER from any charges deriving from PURCHASE ORDER DOCUMENTS. The SUPPLIER shall demonstrate that they have all the required permits and authorizations to operate as an “entrepreneur” and shall seek to constantly operate in the same context and comply with relevant current regulations, ‘Should any requirement not be complied with or not be fulfilled in relation to the above, to the point of putting the SUPPLIER in an irregular administrative andior legal position, the PURCHASER reserves the right to resolve the PURCHASE ORDER to all intents and purposes in accordance with Clause “Termination” 41.2 Should it be necessary for SUPPLIER employees to perform services within the offices of the PURCHASER, the SUPPLIER shall be responsible for using its own exclusive equipment. The premises and/or internal areas of the offices, including the use of related accessories (ex. software, personal computer, etc.), may be accessed only by entering into a specific bailment contract with the PURCHASER for the aforementioned goods. Contract opportunities and requirements shall be evaluated individually by specific and determining need, and the amount shall be identified by the parties based on a separate agreement. ‘The SUPPLIER shall be responsible for personal computers/graphic stations, equipped with the all the: software necessary to perform the work used by each employee for the project, by way of example but not in any way limited to the installation, maintenance and assistance for the abovementioned software, the electricity consumed, telephone costs, ravel and transfer expenses, including expenses for the subcontractor's personnel to perform qualification and suitability tests for the performance of works, independently of the fact that the said personnel is accepted and qualified by the olient, 41.3 The SUPPLIER declares, by signing the PURCHASE ORDER DOCUMENTS, that it shall obtain all of the documentation required (visas, authorizations, permits, etc.), so that employees will be able to provide the professional services required outside of the national borders. The SUPPLIER, on the basis of the above, shall therefore sustain any administrative and/or economic charges necessary in order to obtain the documentation. A representative of the assigned PURCHASER, on the basis of the above obligations, shall have the right to perform at any time audits regarding compliance with current legislation, 41.4 For travel and transfer matters that may be required in order to fulfil the services included in the PURCHASE ORDER DOCUMENTS, including any relevant advances or allowances for costs sustained, as well as the use of any means of transport used by the SUPPLIER’s employee to reach the work place, shall be the responsibilty of the same, taking it upon itself and exempting the PURCHASER from all liability thereon. 41.5. In particular, any disciplinary violations committed by the SUPPLIER's employees, including during the performance of services carried out within the PURCHASER's offices, shall be punishable by iplinaty measures, on the basis of what has been established by the SUPPLIER's sector applied CCNL (Coniratto Colletive Nazionale de! Lavoro Italian national collective labour agreement), The SUPPLIER shall therefore be responsible for checking the abovementioned infractions, activate anyoc. p. GTC-COR-MATE-001-£ GENERAL TERMS AND CONDITIONS FOR PURCHASE ORDER DOCUMENTS Rov.08 | Dato-o2/02/2041 = HIGH COMPLEXITY ~ Page 35 0f 39 disciplinary procedures and implement appropriate penalties aimed at avoiding repeat offences with regard to similar conduct 42 CORRESPONDENCE - NOTICES 424 42.2 42.3 Al correspondence or documents generated under and/or in connection with the PURCHASE ‘ORDER DOCUMENTS shall quote the following: a) PURCHASE ORDER number and initials; b) FINAL DESTINATION; ¢) name of project, where applicable. All notices to be given with respect to the PURCHASE ORDER DOCUMENTS shall be considered as given to PURCHASER and fo SUPPLIER, respectively, if given in writing and delivered personally or sent by registered or certified mail, return receipt requested, or by facsimile, telex or other form of telecommunication. The addresses of notice for PURCHASER and SUPPLIER are specified in the PURCHASE ORDER. Such notices shall be effective as from the date of receipt thereof. ‘The address may be changed by either PARTY advising the other in writing of its new address at least fiteen (18) Calendar Days in advance, PART G - TECHNICAL REQUIREMENTS 43° QUALITY MANAGEMENT 43.4 432 43.3 SUPPLIER shall be responsible for estat and implementing its own Quality Management ‘System conforming to the requirements of ISO 9001 (latest edition) Quality Standard, implemented within PURCHASER Scope of Supply framework. ‘The SUPPLY under the PURCHASE ORDER DOCUMENTS shall be carried out under Quality ‘Assurance/Quality Control conditions, in accordance with PURCHASER’s Specification “Qually requirements for Vendors and Subcontractors, as specified in the PURCHASE ORDER. PURCHASER reserves the right of inspecting SUPPLIER’s Quality Management System at any time for the overall duration of the PURCHASE ORDER 2s to assess the compliance with specified quality requirements, 44 HEALTH SAFETY ENVIRONMENTAL REQUIREMENTS 444 442 443 SUPPLIER shall protect the health, safety of its personnel and the environment, manage HSE through @ continuous improvement approach and mitigate HSE risks arising from its activity. ‘SUPPLIER shall comply with all applicable legislation and with HSE requirements and specifications as referred in the PURCHASE ORDER DOCUMENTS, SUPPLIER shall provide safe workplaces and protect the health and the safety of its workforce and of THIRD PARTIES who may be affected by its work activites.Doc. n, GTC-COR-MATE-001-E GENERAL TERMS AND CONDITIONS FOR PURCHASE ORDER DOCUMENTS ov 05 | one ozean011 . - HIGH COMPLEXITY - saipem Page 2 0f 20 44.4 PURCHASER reserves the right to inspect SUPPLIER’s facility at any time in order to assess. compliance with the HSE requirements and specifications as referred in the PURCHASE ORDER DOCUMENTS. 48 RISK MANAGEMENT 4.1 Giving the importance of risk management for PURCHASER's aotiviies, PURCHASER has implemented on its projects a structured approach to identify, analyze, mitigate and control the risks ‘which could jeopardize the successful completion of the projects. As part of this approach, it is essential that potential risks arising from the scope of the PURCHASE ORDER DOCUMENTS be properly addressed and shared with PURCHASER. 45.2 Therefore, and as part of the scope of the PURCHASE ORDER DOCUMENTS, SUPPLIER may be requested to implement a similar process for managing the risks pertaining to its activities on the project and to periodically share with PURCHASER the current status of those risks. If the PURCHASE ORDER so requires, SUPPLIER may be also requested to participate in dedicated "risk status review meeting" 45.3 Participation of SUPPLIER in this risk management process does not in any way relieve SUPPLIER from any ofits contractual obligations either under the PURCHASE ORDER DOCUMENTS or at law. In particular, it is SUPPLIER responsibilty and duty to take all possible preventive or corrective actions to properly address the risks pertaining to its scope of work (either identified by SUPPLIER ‘or PURCHASER) that could impact PURCHASER’ activities and objectives. 46 EXPEDITING, INSPECTION AND TESTING 46.1 ExPeDiiIne 46.1.1 Desk ExPeDirinc ‘The SUPPLIER shall be subject to desk expediting where and when deemed necessary by the PURCHASER. The PURCHASER may expedite the PURCHASE ORDER DOCUMENTS by e-mail, facsimile, letter, telephone or internet at frequent intervals s0 as to ensure that GOODS are completed on schedule in order to be delivered at the DELIVERY POINT(S) at the DELIVERY DATE(S). The SUPPLIER shall provide the PURCHASER with regular, accurate and complete information regarding the progress and delivery status of the GOODS. Such information shall be submitted by the SUPPLIER to the PURCHASER, by e-mail, facsimile, etter, telephone or internet. 46.1.2 SHOP ExPEDITING ‘The SUPPLY may be subject to shop expediting by the PURCHASER and its AFFILIATES, all of whom shall be granted access to any part of the SUPPLIER'S facilties or plant(s), and any of his Sub-Supplier's or Sub- Contractor's facilities involved in the execution of the PURCHASE ORDER. The shop expediter(s) visiting the SUPPLIER’s or his Sub-Supplier's and Sub-Contractor’s facilities or plant(s) shall be furnished with information on the status of engineering, material procurement, production schedules and shipping as required. However, the shop expediter(s) shall not interfere in the operation of the SUPPLIER’s and his Sub- ‘Supplier's andior Sub-Contractor’s manufacturing processes. The expediting of Sub-Supplier(s) or Sub- Contractor(s) of SUPPLIER shall be the responsibilty of the SUPPLIER. However the PURCHASER retains the right to take direct action in expediting Sub-Supplier(s) or Sub-Contractor(s) of SUPPLIER when and where considered necessary. Expediting actions taken by the PURCHASER in this respect shall be considered supplementary to the SUPPLIER’s own activities and shall in no way relieve the SUPPLIER of his responsibilities and obligations under the PURCHASE ORDER DOCUMENTS. 46.2 INSPECTION AND TESTING