<-ca- js ai DALEEL PETROLEUM LLC. GENERAL TERMS AND CONDITIONS FOR STANDARD PURCHASE ORDER AND BLANKET PURCHASE AGREEMENT History of Changes Prepared by Reviewed by ‘Approved by Revision 0 Senior Legal Counsel, |) Senior Manager, | General Counsel, gal ‘Supply Chain Legal /) Department Revision 1 ‘Amendment on article 6 Penalties * $ 7 [Revision 1 Date = 6 December 2022 Document No. DP-SCM-0P-09 Page tof? |GENERAL TERMS AND CONDITIONS FOR SPO OR BPA PREAMBLE These general terms and conditions set herewith shall apply and shall form an integral part of the Standard Purchase Order ("SPO") or Blanket Purchase Agreement ("BPA"). These General Terms and Conditions can only be modified by means of the special terms (if any) stipulated in the SPO/BPA before final award of this SPO/BPA. Such amended terms and conditions shall prevail over the General Terms and Conditions but only to the extent of such conflict or inconsistency. GENERAL TERMS AND CONDITIONS ARTICLE1 DEFINITIONS ‘The following words and expressions shall, if capitalized as indicated, shall have the following meaning in this Agreement: “Blanket Purchase Agreement (BPA)” means an agreement of the Parties to deliver the requested scope by Supplier to Daleel in accordance with the General Terms and Condition set herein including all attachments and subsequent Revision thereto. “Blanket Release/BR” means the Call-Out issued against the BPA for the performance of Services or ‘supply of Goods within the Agreement. “Call-Out” or “Job Order” term if written in the Agreement shall have the same meaning “Commencement Date” means the date that Supplier is ready to perform the Service or ‘supply of Goods required in the BPA. “Contract End Date” means the date that the Supplier is obliged to complete the Services or ‘supply of Goods, “Delivery Date” means the date of delivery for Goods or completion and acceptance of performance of Services as specified in SPO or Blanket Release, “Delivery Place/Location” means the location identified by Daleel in the BPA or SPO to which the: ‘Supplier is to deliver Goods and/or perform the services. “Inco Term” means shall mean the latest pre-defined commercial terms issued by International Chamber Commerce to allocate the costs and risks between Dale! and Supplier. The default Inco Term for the ‘Agreement shall be Delivery Duty Paid (DDP) Daleel Delivery Place/Location unless specified otherwise. "Goods" means the goods, studies, equipment, materials, products or non-Service components to be provided by Supplier to Daleel in accordance with this terms and conditions as specified and described under this Agreement. “Revision” means change(s) agreed by both Parties which specify changes (quantities, technical specifications, delivery schedule, etc) for the Goods/Services, or which otherwise modify the terms and conditions of the BPA or SPO. "'Service(s)" means the services to be provided by Supplier to Daleel in accordance with this terms and conditions as specified and described under this Agreement. Standard Purchase Order (SPO)” means an agreement of the Parties to deliver the requested scope by Supplier to Daleelin accordance with the general terms and condition set herein including all attachments and subsequent Revision thereto. "Supplier" means the party's name written on the Agreement, being the awarded entity to perform the Service and/ or supply of Goods. “Payment term” shall mean the expected period of payment of the invoice submitted by the Supplier. Revision -1 Date —6* December 2022 Document No. DP-SCM-OP-09 Page 2 of 12ava. f bom ail} |__ala SAiees PETROLEUM LL GENERAL TERMS AND CONDITIONS FOR SPO OR BPA “Price” means the charges/rates as specified in the Agreement payable by Daleel in exchange of performed Services or delivered Goods by Supplier, ARTICLE 2 NATURE OF THE AGREEMENT 2.1 The Agreement constitutes the complete and exclusive agreement between the Parties. It supersedes all proposals, verbal or written arrangements or agreements, and any other ‘communications by one of the Parties or between the Parties relating to the Agreement. 2.2 The Agreement is composed of the following documents listed in their order of precedence: 2.2.1. Blanket Purchase Agreement or Standard Purchase Order, including any specific conditions; 2.2.2. The terms and conditions as written herewith; and 2.2.3 Any other document explicitly attached to this Agreement. ARTICLE 3 PERFORMANCE 3.1. Performance of Services 3.1.1 The Supplier shall carry out the Service in compliance with applicable law and the rules and regulations in force in the worksite using its own methods insofar as they shall comply with the requirements of this Agreement, without prejudice to Daleel’s right to inspect, supervise and give instructions. 3.1.2 The Supplier shall provide all management, supervision, personnel, materials and equipment (except materials and equipment provided by Dalee!), consumables, facilities and all other things, whether of a temporary or permanent nature, so far as the necessity for providing the same as specified in the Agreement. 3.1.3. The Supplier shall carry out all of its obligations under the Agreement and shall perform the Services with all due care and diligence and with the still to be expected of a reputable Supplier experienced in the types of scope of work to be carried out under the Agreement. 3.1.4 The Supplier shall take full risk and responsibility for the adequacy, stability and safety of all ‘operations and methods necessary for the performance of the Service and shalll comply with the provisions of the Scope of Work and Daleel’s Quality, Health, Safety, Security and Environment procedures (QHSSE). 3.1.5 The Supplier shall be responsible for the timely performance of all services referred to in the Scope of Work including the timely ordering and delivery of all materials and equipment to be provided by the Supplier and, where provided for elsewhere in the Agreement, for the timely call off of Daleel provided items as applicable, in order to ensure that the performance and completion of the Service is not delayed or impeded. 3.1.6 Daleel reserves the right to utilise third parties in other contracts for matters associated with the Service to third parties. The Supplier shall provide Daleel’s other Suppliers with all reasonable access and opportunity for the performance of services under such other contracts and shall co- operate fully with such parties. 3.1.7. The Supplier shall be responsible for the programming of the activities to perform the Services, and in so doing shall undertake the responsibilities of the co-ordination and scheduling of activities, works and managing the interaction with other suppliers at the worksite. Revision = 1 Date ~ 6" December 2022 Document No. DP-SCM-OP-09 Page 3 of 12318 3.22 3.23 33 33.1 3.3.2 333 334 34 341 34.2 fva-de Le ail! J__gla ALEEL PETROLEUM Lie. ‘GENERAL TERMS AND CONDITIONS FOR SPO OR BPA Supplier represents and warrants that it has conducted reasonable due diligence in connection with Daleel’s required delivery for the Services and has received all information reasonably ‘necessary in order to perform the Services along with all associated activities, services and works in accordance with the Agreement. Supplier is deemed to have satisfied itself, before entering into this Agreement, as to the correctness and sufficiency of all sums, rates and Price of the ‘Agreement, general and local conditions, applicable law, and all other matters that could affect progress or performance of the delivery of the Services. Supplier therefore further represents and warrants that the Services will accomplish the purpose for which Daleel has engaged Supplier. of Goods ‘The Supplier will package and mark, at its own cost, all Goods for shipment and delivery in accordance with the highest standards of commercial packaging for the type and quantity of the Goods and the modes of transport used and the packaging will comply with any requirements imposed by applicable laws and standards. Each Package will state complete shipping marks, number of boxes, contents, gross and net weights in kilograms of each box, measurements and volume in cubic meters, state of origin and manufacturer. The Supplier shall pack the Goods in such a way as to prevent damage during transport to their final destination. Shipment of Goods The Supplier is solely responsible for making all shipment, transport and delivery arrangements necessary for the performance of the Supplier's obligations under the Agreement, including, Obtaining any permits, licenses, certifications, registrations, approvals or authorizations necessary for the shipment, transportation and delivery, including, as applicable, the importation and exportation of Goods. Supplier acknowledges that it is familiar with and will comply with all applicable trade control laws. Unless otherwise agreed between the parties, Supplier shall be responsible for obtaining all necessary import and export licenses as required by applicable trade control laws for any goods, software, or technology provided by or on behalf of Daleel. Supplier shall indemnify, defend, and hold harmless Daleel and its related parties from and against any and all losses, damages, costs (including legal fees), claims, expenses, fines and penalties incurred or suffered as a result of Supplier's non-compliance with applicable trade control laws. All costs associated with any shipment, transport and delivery, including all freight and insurance costs, and all costs relating to obtaining any permits, licenses, certifications, registrations, approvals or authorizations will be borne by the Supplier. ‘The Supplier will insure the Goods against all risks, until delivery at the final destination. Delivery Time is of the essence with respect to delivery of the Goods and performance of Services. Goods shall be delivered and Services performed by the applicable Delivery Date. Supplier must immediately notify Dale! if Supplier is likely to be unable to meet a Delivery Date. At any time prior to the Delivery Date, Daleel may, upon notice to Supplier, cancel or change the BPA or SPO or Blanket Release, or any portion thereof, for any reason, including, without limitation, for the convenience of Daleel or due to failure of Supplier to comply with this Agreement, unless otherwise noted. Revsion-1 | Date-@ December 2002 | Document No. bPSGw-OP-09 [paged afi23.4.3 344 3.4.5 35 35.1 35.2 35.3 35.4 355 sat. fa ban) J gh BXker PerROLEUM Le GENERAL TERMS AND CONDITIONS FOR SPO OR BPA ‘The transfer of title of the Goods to Daleel shall take place at the time of delivery to the Delivery Place/Location or payment whichever is earlier. Al isk of loss and damage shall remain with Supplier until Goods and Services have actually been received and accepted by Daleel at the Delivery Place or as agreed between the Parties according to the terms and conditions of this Agreement. [Any transfer of title or risk will be without prejudice to Dalee''s right to reject the Goods in case of non-conformity with the requirements of this Agreement. Inspection; Acceptance and Rejection Whena factory inspection is provided for, shipments will only take place until after the inspection and approval by Daleel representatives. All shipments of Goods and performance of Services shall be subject to Daleel’s right of inspection. Daleel shall following the delivery of the Goods at the Delivery Place or performance of the Services to undertake such inspection, and upon such inspection Daleel shall either accept the Goods or Services or reject them. Daleel shall have the right to reject any Goods that are delivered in excess of the quantity ordered or are damaged or defective. In addition, Daleel shall have the right to reject any Goods or Services that are not in conformance with the specifications/scope of supply or any term of this Agreement. Goods that have been rejected by Daleel will be removed at the Supplier’s expense within such period as Daleel may specify in its notice of rejection, Defective Goods or Services not in compliance with this Agreement may at any time be rejected even though such Goods or Services may have previously been inspected and accepted Nothing contained herein shall relieve in any way Supplier from the obligation of testing, inspection, and quality control. Payment for Goods or Services prior to inspection shall not constitute acceptance thereof and is without prejudice to any and all claims Daleel may have against Supplier or any other party. ARTICLE 4 WARRANTIES AND REMEDIES aa 42 In addition to conforming to the specifications contained in the Agreement with respect to their quantity, quality, description and full compatibility with conditions prevailing in the final place of destination, the Supplier expressly warrants that the Goods: (a) shall strictly conform to all specifications, drawings, instructions, advertisements, statements on containers or labels, descriptions and samples; (b) shall be free from defects in workmanship and material and shall be new and of the highest quality; (c) Daleel shall receive title to the Goods that is free and clear of any liens, encumbrances and any actual or claimed patent, copyright or trademark infringement; (d) shall be merchantable, safe and fit for Dalee'’s intended purposes in accordance with this Agreement; (e) shall be adequately contained, packaged, marked and labeled. {In the event that Services are provided in connection with this Agreement scope or in connection with the supply of Goods, Supplier expressly warrants that the Services will be performed: (a) with due professional care; (b) in a workmanlike, professional, timely and diligent manner; (c) in accordance with all applicable industry standards and industry best practices; (d) by qualified workers experienced in performing the Services specified; (e) in strict conformance with applicable specifications and industry accepted performance criteria; and (f) in strict conformance with this ‘Agreement. Revision -1 Date 6" December 2022 Document No. DP-SCM-OP-09 Page 5 of 1243 44 45 46 a7 48 49 sce etl See GENERAL TERMS AND CONDITIONS FOR SPO OR BPA. Supplier warrants that it has obtained all requisite information for the performance of this Agreement, in particular, but not limited to, as to Daleel's site, access and transportation thereto, local conditions and facilities and any other relevant matters of whatever nature related to the performance of the Agreement. These warranties shall survive inspection, test, delivery, acceptance, use and payment by Daleel. Daleel’s approval of the Goods and Services shall not be construed to relieve Supplier of the warranties set forth herein. The warranty for Goods commences on the latter of the day Daleel takes physical possession of the Goods and is valid for of eighteen (18) months from Delivery Date or twelve (12) months from the day the Goods have been installed and put into commercial operation or the length of Supplier's, or, manufacturer's standard warranty period, which either is longer. The warranty for Services commences on the day of completion of the Services and is valid for twelve (12) months following completion of the Services “Warranty Period”. Where the Supplier is not the original manufacturer of the Goods, the Supplier will provide Dalee! with the benefit of all manufacturers’ warranties in addition to any other warranties required to be provided under the Agreement. If Daleel experiences any defect, failure or non-conformity during the Warranty Period, Daleel shall have the right to take the following actions, at Daleel’s option: (1) retain the defective Goods/Services in whole or in part with an reasonable adjustment in the Price for the Goods; (2) require Supplier to cure defects in the Goods/Services within a reasonable period of time; (3) require Supplier to repair or replace the defective Goods/Services in whole or in part at Supplier's sole expense, including all shipping, transportation and installation costs. Without prejudice to any other right or remedy available under the Agreement, in the event that the Supplier fails to meet its obligations under Article 4.6 within fourteen (14) days following. Dalee'’s first notice, Daleel has the right either to (1) terminate the relevant SPO/BPA/BR at any time, and/or (2) independently replace or repair the Goods and the Supplier will be obligated to reimburse Daleel for all the additional costs so incurred, including by deduction or otherwise, against future amounts owed by Daleel to Supplier. The warranty for Services re-performed or Goods repaired or replaced by Supplier shall be extended accordingly. ARTICLES TERMS OF PAYMENTS Sa 52 53 54 Unless otherwise specified in the Agreement, Price will be calculated in the currency as requested by Daleel. ‘The prices, sums and rates stated in this Agreement are deemed to be inclusive of all taxes and duties, levies, customs duties, charges, withholding taxes deductions, statutory payments and contributions for permits and licenses and any other governmental charges payable by Supplier weather in Oman or any other country. The rates shall cover the performance of the Agreement and all other obligations of Supplier and all costs incurred by Supplier for and in connection with the Agreement and shall be fixed for the duration of the BPA or SPO. Unless otherwise stated in this Agreement, Daleel shall, subject to any dispute over the invoice, make payment within sixty days (60) days of receiving the correct, final and supported invoice. Revision -1 Date ~ 6 December 2022 Document No. DP-SCM-OP-09 Page 6 of 12,55 56 57 58 59 ana fe be _aill {ala SMe. PETROLEUM Ete "GENERAL TERMS AND CONDITIONS FOR SPO OR BPA The payment schedule and the rules regarding invoicing are stated herein. If Daleel disputes all or part of an invoice, Daleel shall return the said invoice to the Supplier, giving it the reasons for its disagreement in writing. The Supplier may then: a) Either return the invoice to be corrected to the satisfaction of Daleel; or b) Send an invoice corresponding to the undisputed part for payment by Daleel. The invoice of the disputed part, Daleel reserves the right to withhold payment of such disputed amount pending resolution. The parties shall endeavor to settle at the earliest possible date any invoicing matters in dispute. Dale! shall be entitled to reject any invoice issued or/and submitted by the Supplier after six (6) months of its due date of submission for payment. All invoiced amounts payable to Supplier hereunder shall be stated exclusive of value added tax (hereinafter referred to “VAT"). In the event of a change in applicable law after the ‘Commencement Date which results in VAT being introduced in Oman, and imposed, levied, or assessed on the sale of goods and provision of services from Supplier to Daleel hereunder, such VAT shall be added to the invoiced amounts payable to Supplier and shown separately on the invoice and Daleel shall pay such amounts to Supplier in addition to the invoiced amounts payable. Contractor shall remit such VAT to the appropriate competent authority in Oman, and shall maintain (and shall ensure that each of its affiliates and subcontractors maintain) records sufficient to substantiate all such VAT payments. These records shall be provided by Supplier upon the request of Daleel. Supplier may charge Daleel for any VAT which is subsequently and validly demanded by a competent authority in Oman in relation to such invoiced amounts and Dale! shall reimburse Supplier for such VAT, provided that Supplier shall notify Dalee! immediately upon receipt of demand for payment of such VAT from the relevant competent authority, and provide Daleel with a copy of such demand, Supplier shall, when required by Daleel, furnish to Daleel an irrevocable and unconditional first call Bank Guarantee in the form and content set out in the attachment of this Agreement issued by a commercial bank operating in Oman and acceptable to Dalee|, within thirty (30) days of the notification by Daleel of the award of this Agreement, by way of guarantee for the due performance by the Supplier of its obligations under this Agreement. Failure to provide the bank guarantee within thirty (30) days from the date of the Letter of Award shall result entitle in Daleel the right to withholding any due payments to Supplier equivalent to the amount of the bank guarantee stated during the award. In the event of continues default by Supplier to provide the Bank Guarantee beyond sixty (60) days of the Letter of Award, and whether or not Dalee! shall have notified the Supplier, Daleel shall be entitled to take the following actions and the: a) Suspend or cease any due payments for the Supplier under the Agreement; and deduct an ‘amount equivalent to the Bank Guarantee value from the Supplier due payment, the Supplier would have been deemed has forfeited such deducted amount, subsequently agree to indemnify and hold harmless Daleel and its Affiliate from and against all claims, losses, damages, costs (including legal costs), expenses and liabilities in respect of such deducted ‘amount b) Notwithstanding the above, the Supplier shall be considered in default of its obligation and consequently Daleel shall have the right to, in addition to such deducted amount equivalent the Bank Guarantee value, terminate the Agreement due to Supplier default. Daleel reserves the right to instruct the Supplier to amend the Bank Guarantee amount in the event of any increase or decrease in this Agreement rates and/or any extension of the Agreement term. Revision = 1 Date ~ 6* December 2022 Document No. DP-SCM-OP-09 Page 7 of 12aaj be ail) J__la PETROLEUM Lic GENERAL TERMS AND CONDITIONS FOR SPO OR BPA ARTICLE 6 PENALTIES 61 62 Dale! shall have the right to apply a penalty for late delivery at 0.5% per day up to a maximum of '5% of the value of each delayed Goods or Services of the respective SPO or BPA or Blanket Release, in the event the Supplier fails to complete the supply or services by the Delivery Date or Contract End Date or by the date specified in the respective Blanket Release. Dale! shall deduct any penalties payable by Supplier to Daleel from any payments due or to become due to Supplier under this Agreement. ARTICLE 7 SUSPENSION AND TERMINATION 7A 72 73 74 75 76 17 Dalee! shall have the right to suspend of the relevant of Agreement hereunder in whole or in part. Any increase or decrease in the cost of the Goods and/or Services resulting from the suspension shall be determined by Daleel in accordance with the rates and other information shown in the Agreement, or, in the absence of any appropriate rates and information, a fair and reasonable evaluation shall be made by Daleel. Dale! has the right at any time by giving a notice in writing to the Supplier to terminate this Agreement forthwith if the Supplier commits a material breach of any of the terms or conditions of this Agreement, and subsequently fails to act to remedy such failure within fourteen (14) days of being issued with written notice to do so by Daleel. Daleel shall have the right to terminate the Agreement or any part of it immediately by written notice and without indemnifying the Supplier in the following cases: (i) if the Supplier commits any or causes Dale! or any of its related parties to be in breach of any applicable laws; (ii) In the event of Supplier being adjudged bankrupt, applying for a legal moratorium of payments or any similar form of legal action; (ii) if Supplier, is in breach of its obligations to maintain Daleel business principles and policies. Agreement or any order under this Agreement for its of Daleel reserves the right to terminate sole convenience, without reason or cause by giving thirty (30) days prior written né termination, Upon receipt of notice of termination by Daleel, the Supplier will take immediate steps to stop production or delivery of any Goods or bring any work or Services to a close ina prompt and orderly manner, will reduce expenses to a minimum and will not undertake any further obligations from the date of receipt of notice of termination, Hf the Agreement is terminated by Daleel, Daleel will make all payments which may be due up to the effective date of termination for any Goods or Services satisfactorily delivered or performed and accepted by Daleel. In all cases of termination by right provided for herein, Dalee! reserves the option to complete of the order with another Supplier, without prejudice to Daleel's right of claiming damages, remedies and interest. ARTICLE LIABILITY AND INSURANCE 81 Supplier will indemnify and hold Dale! harmless from and against any direct responsibilities, complaints, claims (including intellectual property rights infringement), suits, judgments, damages and losses, including costs, fees and related expenses, in respect of any physical injury, damage to Property, theft, or economic or other prejudice suffered by Daleel, its personnel or third- parties which may result from the performance of the Supplier's obligations under the Agreement or the Supplier's acts or omissions or those of the Supplier's Personnel. Revsion-1 | Date -6” December 2022 Document No. DP-SCM-0P-08 Page 8 of 1282 83 84 85 GENERAL TERMS AND CONDITIONS FOR SPO OR BPA Notwithstanding any other provisions to the contrary in this Agreement, neither Party shall be liable to the other Party under or in connection with the Agreement for any of the following: (a) or indirect losses; or (b) increased costs or expenses; (c) losses caused whether directly or indirectly by business or production interruptions; (d) loss of, whether caused directly or indirectly, business or opportunity, goodwill, profits, contracts, revenues, anticipated savings, reputation, whether or not such losses were foreseeable at the time of entering into the Agreement, arising from or related to the performance of the Agreement. Neither Party excludes or limits its liability for fraud, negligence or any liability to the extent the same may not be excluded or limited as a matter of law. At all times, the Supplier shall at its own expense carry and maintain in full force at least the following insurances with insurance companies authorized to do business in the Sultanate of Oman and satisfactory to Daleel. The insurances to be carried by the Supplier are as follows: (a) Workmen's Compensation or similar statutory social insurance and/or Employer's Liability Insurance as required by applicable law covering all the Supplier's employees engaged in performing the Services or provisioning the Goods; and (b) Comprehensive General Liability Insurance covering all occurrences of bodily injury, death, loss or property damage for any one occurrence and unlimited as to the number of claims in the period of insurance. All premiums and deductibles applicable to the insurances stipulated herein and resulting from any act or omission of the Supplier, representatives and agents shall be for the account of and be paid by the Supplier. Any losses as a result of breach of conditions and/or warranties contained in such policies of insurance shall also be for the account of the Supplier. All such insurance policies shall contain a waiver of subrogation for the benefit of Dale. ARTICLE 9 APPLICABLE LAW AND DISPUTE RESOLUTION on 92 93 94 95 9.6 97 98 This Agreement and the rights and obligations of the Parties hereunder shall be governed by, construed, interpreted and executed in accordance with the laws of the Sultanate of Oman, Any Dispute, controversy or claim arising out of or in connection with this Agreement, or breach, termination, invalidity or interpretation hereof (“Dispute”) shall be finally settled by arbitration in accordance with the Arbitration Rules of Arbitration Law No. 47/1997 of the Sultanate of Oman. Inthe event of a Dispute, a Party may refer the Dispute for resolution in accordance with this Article by issuing a notice of the dispute (a “Dispute Notice”) to the other Party. The Parties agree that a Dispute will, so referred, may ultimately be referred to and resolved by arbitration as described in this Article. ‘The tribunal that conducts the arbitration will consist of three arbitrators, or, ifthe Parties to the Dispute agree otherwise, by a sole arbitrator, appointed in accordance with the Rules. ‘The seat of the arbitration will be Muscat, Sultanate of Oman, unless otherwise agreed. ‘Awards will be in writing, and will be final and binding on the Parties from the date they were made without the right of appeal, except where there is serious irregularity. The Parties undertake to carry out the award without delay. Judgment upon the award may be entered in any court having jurisdiction. The appointing authority will be the competent Appeal Court. ARTICLE 10 CONFIDENTIALITY Revision - 1 Date - 6" December 2022 Document No. DP-SCM-OP.09 Page 9 of 12,10.1 GENERAL TERMS AND CONDITIONS FOR SPO OR BPA Each Party agrees, in the performance of this Agreement, to keep the information furnished by the other Party or acquired or developed by the other Party in performance of this Agreement, in the strictest confidence. Each Party also agrees not to publish or otherwise divulge such information, in whole or in part, in any manner or form, nor to authorize or permit others to do so, and shall take reasonable measures to restrict access to such information while in such Party's possession, to those personnel needing such information to perform the services described herein, ie., on a “need to know” basis. Each Party agrees to immediately notify the other Party in writing in the event that such Party determines or has reason to suspect a breach of this requirement has ‘occurred. Upon termination or expiration of this Agreement, the receiving party shall return to the disclosing Party or confidentially destroy (and certify such confidential destruction in a form reasonably acceptable to the disclosing Party) all confidential information of such disclosing Party, all documents and media containing such confidential information and any and all copies or extracts thereof. ARTICLE 11. DUTIES AND TAXES aa 112 113 ‘The Price stated in this Agreement is deemed to be inclusive of all applicable taxes and duties, levies, customs duties, charges, withholding taxes, deductions, statutory payments and contributions for permits and licenses and any other governmental charges payable by Supplier whether in Oman or any other country. led for No other payment whatsoever shall be due for payment by Daleel unless specifically pro in this Agreement. Contractor will be responsible for and will release, indemnify, defend and hold harmless Dalee! against all taxes, custom duties, levies, charges, contributions of the types referred to in this Article 11, or elsewhere in this Contract, and any claims, demands, expenses (including legal costs), interest, penalties or fines incurred in connection therewith, for which Contractor, its subcontractors or any person employed or engaged by Contractor or its subcontractors are liable in connection with the Contract. if Daleel is required by Competent Authority to pay any taxes, custom duties, levies, charges, contributions of the types referred to in this Article 11, or elsewhere in this Contract, and any claims, demands, expenses (including legal costs), interest, penalties or fines incurred in connection therewith, whether with respect to Contractor, any subcontractor or any other person employed or engaged by Contractor or its subcontractors in connection with ‘Scope, Daleel shall recover from Contractor all sums and costs incurred in connection therewith. Tevsion1 | Date ~6* December 2022 | Document No. DPSOM-OP-05 | Page t0 ofaanced bo ail |__ gla Are: PETROLEUM EL GENERAL TERMS AND CONDITIONS FOR SPO OR BPA ARTICLE 12. INTELLECTUAL PROPERTY RIGHTS 12.1. The Supplier shall obtain all required authorizations and licenses from third parties, and particularly 12.2 from holders of patents and owners of registered trademarks, the right for Daleel to use al licenses, permits, patents, patent applications, trademarks, trademark applications, service marks, trade names, copyrights, copyright applications, franchises, authorizations and other intellectual property rights (including all Intellectual Property as defined in this Agreement) that are necessary for the operations of Dalee!'s respective businesses, without infringement upon or conflict with the rights of any other Person with respect thereto. Supplier shall at its own expense defend, hold harmless and indemnify Daleel, its Affiliates, and their sub-licensees, directors, officers, employees, and agents (“Third Party Beneficiaries”) from and against all claims, proceedings, lawsuits, judgements, liabilities, losses, damages, costs (including legal fees), fines, penalties, assessments and expenses arising out of any allegation or claim that the possession, disclosure, use of any background information in accordance with the license provided pursuant to this Article or the possession, disclosure, use of any Service in accordance with this Agreement infringes any intellectual property rights of a person. ARTICLE 13. FORCE MAJEURE 13.1 An event of force majeure is an event or circumstance which is beyond the control and without the 13.2 13.3 fault or negligence of the Party affected and which by the exercise of reasonable diligence the Party affected was unable to prevent it. In the event that either Party hereto is rendered unable, wholly or in part, by force majeure to carry out its obligations under this Agreement, it is agreed that such party shall give notice and detalls of the force majeure in writing to the other Party as promptly as possible after its occurrence, Should a condition of force majeure continue for more than sixty (60) days, this Agreement may be immediately terminated at the option of Daleel by delivering written notice thereof to the Supplier. Neither Party shall be entitled to any payment or compensation as a result of termination due to such event of force majeure provided that all valid invoices submitted prior to the commencement of such event of force majeure shall paid by Daleel. Neither Party shall be considered in default in performance of their obligations hereunder to the extent that the performance of such obligations, or any of them is delayed or prevented by force majeure. ARTICLE 14 MISCELLANEOUS 14.1 Revision. Daleel may, by written notification, 14.2 143 \crease or decrease the number of items or the scope of supply of the Agreement provided the stage reached in the performance of the Agreement, so allows. If any such changes Increase or decrease the cost of and/or the time required for the performance of any part of the Agreement, an equitable adjustment will be made in the Agreement’ price or time schedule, or both, and the Agreement will accordingly be amended. Any request for consultation or claim for adjust ment under this Article will be asserted by the Supplier within fourteen (14) working days from the date of receipt of Daleel’s Revision order. Waiver. A waiver of any term, condition or default of this Agreement shall not be construed as a waiver of any other term, condition, or default. ‘Assignment. The Supplier agrees not to, in whole or in part, assign this Agreement or delegate the performance of its duties without the written consent of Daleel. Revision -1 Date — 6" December 2022 Document No. DP-SCM-OP-03, Page 11 of 12,144 145 146 ava. js boa ail) fh Bate PETROLEUM tie GENERAL TERMS AND CONDITIONS FOR SPO OR BPA The Supplier will receive from Dale! all relevant documents and specifications to the proper performance of the requested Goods/Services. In the absence of a written request on his part, the Supplier is considered as having all information required for proper performance and delivery of its obligations. Audit. Dale! shall have the right to access the Supplier's premises as well as to audit all of the Supplier’s documents and records related to the Agreement. Such right shall remain in force for a period of twenty-four (24) months after expiry or termination of the Agreement, Survival. Completion of the whole scope of supply or termination or expiration of the Agreement will not affect the continuing rights and obligations of the Parties under any provision herein that is expressed or intended to survive including but not limited to: confidentiality, intellectual Property rights, ownership, trade controls, audit rights, warranties and remedial actions, indemnities and liability, insurance, duties and tax, compliance with law, dispute resolution. Revision 2 Date-6" December 2022 | Document No. DP-SCM-OP-09 Page 12 of 12QUALITY, HEALTH, SAFETY, SECURITY AND ENVIRONMENT (QHSSE) GUIDELINES AND GENERAL TERMS FOR STANDARD PURCHASE ORDER (SPO) AND BLANKET PURCHASE AGREEMENT (BPA) History of anes Prepared by Reviewed by ‘Approved by Revision 0 ‘Safety and Environment Snr. Manager Snr. Manager ‘Team Leader QHSSE Supply Chain QHSSE Manager | a. LA Lae ple mn Revision -0 Date=20" January 2021 | _Document No, P-SCM-OP 10 Page 1 of 6 |‘QHSSE GUIDELINES AND GENERAL TERMS FOR STANDARD PURCHASE ORDER (SPO) AND BLANKET PURCHASE AGREEMENT (BPA) Itis Daleel’s policy to regard the promotion of quality, health, safety, security and environmental measures as ‘a mutual objective for the management and employees at all levels. It is therefore Dalee''s policy to do all that is reasonable to prevent personal injury, damage to the property, impact on environment and protect everyone from foreseeable work hazards, including other third parties who may be affected by Daleel's activities. Employers have a responsibility to ensure thelr staffis not harmed as a result of work undertaken in the worksite by Contractors. This responsibility is essentially a hazard management strategy designed to manage hazards that the Contractor may introduce into the workplace. There is also a duty under the QHSSE to ensure that Contractors and sub-contractors are not harmed by hazards in or arising from the workplace. The Contractor similarly has a duty to ensure that it does not harm any persons while doing their work or as a consequence of their work. Contractors are obliged to comply with CONTRACTORS QHSSE MANAGEMENT PROCEDURE, DP-QHSSE-CP-02. 1 Contractor's QHSSE Requirement 1.1 Smoking is permitted only in designated area as stipulated by Dale! Policy 1.2. Usage of alcohol and mood-altering drugs are prohibited as stipulated by Dale! Policy 1.3. Substance Abuse, Dangerous Materials and Firearms are strictly forbidden in Daleet’s concession. 1.4 Horseplay, such as wrestling and practical jokes, etc., can be dangerous and is prohibited at the wort 1.5 Housekeeping: Work areas shall be maintained in a neat and orderly manner. Trash, oil spills, etc., must be cleaned up as soon as possible 1.6 Clothing suitable for the job shall be worn. Long pants and shirts or coveralls shall be worn at all times during the performance of the Work 1.7 Compressed gas cylinders shall be returned promptly to a suitable storage area after use. They shall not be permitted to lay about the worksite. Protective caps shall be placed over the cylinder valves when not in use or when being transported 1.8 Hazardous Materials: All chemicals, solvents and paints are to be transported, stored and handled per their Material Safety Data Sheets ("MSDS") 1.9 Personal protective equipment (PPE): PPE or clothing shall meet either ANSI, British Standards or equivalent approved standard. As a minimum, the following items of personal protective equipment shall be used and/or worn by Contractor's personnel at all times when working or visiting areas outside of the living quarters area: = Hard hats and safety shoes or boots = Safety glasses with side shields must be worn in designated areas "Hearing protection must be worn in high-noise areas. High noise areas are those, which are identified with posted signs, but also include any area where one must shout to be heard; "Other equipment, ie. breathing apparatus, gloves, harnesses or belts, rain gear or chemical resistant clothing etc., must be worn when the hazards to which an individual is exposed dictate their use. 1.10 Full body safety harnesses and lifelines shall be supplied by Contractor and worn by all workers when working above two meter (2) where itis impractical to provide adequate work platforms. 1.11 _ Safe Work Systems include Permit to Work (PTW), Confined Space Entry (CSE), Lock out Tag out (LOTO), Trenching and Excavation. The Contractor is required to be familiar with Operating Location's Safe ‘Working System and all potentially hazardous the Worka2 1.13 1.14 1.15 1.16 1.47 1.18 1.19 1.20 1.21 1.22 1.23 32 (QHSSE GUIDELINES AND GENERAL TERMS FOR STANDARD PURCHASE ORDER (SPO) AND BLANKET PURCHASE AGREEMENT (BPA) Hydrogen Sulfide (H2S): Contractor is responsible for ensuring that Contractor's personnel are properly trained and equipped in accordance with applicable local regulations, or to a recognized industry standard when working in areas where hydrogen sulfide may be encountered due to the nature of the Work. Fire protection: Contractor shall provide fire protection equipment appropriate for the Work being performed, Regular QHSSE meetings should be held and pre-job "Tool Box" meeting programs should be established Electrical Safety: The Contractor Personnel working around electrical equipment shall take precautions to maintain safety clearance and ensure that the equipment is de-energized. Journey Management: all journey from and to Daleel Field shall be managed by journey plans. Contractors are required to communicate their plans with Daleel prior any trips. Waste Management: The Contractor will be responsible for handling the disposal of all waste materials resulting from activities at their camp and worksite, for the duration of their operations on Daleet's concession, in accordance with Omani legislation and Daleels’s policy. Incident Reporting: All incidents occurring shall be reported immediately to Daleel and formal Notification shall be sent within 24 hours ‘QHSSE Inspection and Audits: Daleel Petroleum shall conduct Site and facility Inspections and audit on Contractor activities and system. QHSSE Compliance Performance: Daleel Petroleum shall review the compliance of Contractor performance and suggest amendments for improvement. ‘QHSSE Statistics: The Contractor shall provide the Company with 2 monthly QHSSE performance report for all Work undertaken in connection with this SPO/BPA Site Inspection and Restoration: Contractors shall ensure all its assets are removed from the location and all Daleel Petroleum assets and materials are handed over to Dalee! Petroleum and shall maintain proper housekeeping is maintained at site QHSSE Non-compliance penalties: In the event that Dalee! identifies that Contractors has failed to comply with contract QHSSE requirements, then Daleel shall issue Contractors with a QHSSE default notice retrospectively. Contractor's HSE Training Contractor shall ensure that Contractor's Personnel have been given the mandatory QHSSE training required in order to perform their respective obligations set forth in this SPO/BPA. The training shall not be less than the following: (1) HSE Induction; (2) HS awareness and escape; (3) basic Fire Fighting; (4) Defensive Driving (For Drivers); (5) Permit To Work (For Holders and Applicants); Journey Management (for journey managers). Basic Life Support (First Aid) training shall be given to assigned first aider in Contractor's personnel. Road Safety Requirement All road safety requirements shall comply with OPAL Road Safety Standard (OPAL- STD-HSE-01) including OPAL approved Roadworthiness Assurance Standard (RAS), In-Vehicle Monitoring System (IVMs) and Defensive Driving Permits (0D). All posted speed limits and signboards must be adhered to. Revision -0 Date -20"* January 2021 Document No. DP-SCM-OP-10 Page 3 of 633 34 35 42 43 4a 45 46 QHSSE GUIDELINES AND GENERAL TERMS FOR STANDARD PURCHASE ORDER (SPO) AND BLANKET PURCHASE AGREEMENT (BPA) Seat belts must be worn at all times by all passengers and drivers. ‘At camp and at the production facilities on the concession there is a "reverse parking” system, as all vehicles must be backed into their respective parking slot. Usage of Private Vehicles " Daleel is strictly prohibiting the "Usage of Private Vehicles" within Daleel Concession. It is the responsibility of every line management and management of each Contractor working for Dalee! projects to provide safe Daleel transportation to their employees based on the required destination to or from Daleel concession. Bringing of any private vehicles to Daleel concession without prior approval will be immediately dealt as an HSE Non-Compliance. + Persistent failure to meet Daleel's required QHSSE Management standards will result in disciplinary action, which will include the termination of the current SPO/BPA and the withdrawal of automatic pre-qualification to tender for future contracts. QHSSE Terms and Conditions for Piping’s Transport The Contractor shall ensure all pipes are packaged in such a manner and in accordance with the QHSSE requirement to ensure that the pipes goods shall be transported and delivered to Daleel field without sustaining any damages. Dalee''s representatives are responsible for communicating this specification to Contractors, and ‘ensuring that the requirements of this specification are adhered to within the scope of their contracts. Contractors are responsible for ensuring that activities undertaken within their scope of their contracts and sub-Contractors are managed in accordance with the requirements of this specification. ‘Transport supervisors or logistic person for transporting are responsible for ensuring that the vehicles that are used for transporting cargo and equipment are appropriate and fit for service, and the drivers persists with sufficient skills and equipment necessary to secure thelr loads prior to taking on the road. Drivers are ultimately responsible for ensuring that the loads that they carry are secured prior to taking on the road and for inspecting the load at regular intervals during the trip. Dunnage a) Dunnage is packing material placed between portions of the load and between the load and the vehicle. b) Wooden dunnage is often used to facilitate the loading and unloading of the material by forklift or slings. ©) Dunnage can also be used to increase friction between a load and the vehicle, and to prevent portions of the load from damaging other parts of the load or vehicle. Dunnage material must be strong enough to support the portion of the lead (including lashing) that is in contact with and does not become crushed during transport. Revision -0 Date ~20* January 2021, Document No. DP-SCM-OP-10 Page 4 of 6a7 52 53 54 55 5.6 57 aaj bo aill | le BALE. PETROLEUM Lic (QHSSE GUIDELINES AND GENERAL TERMS FOR STANDARD PURCHASE ORDER (SPO) AND BLANKET PURCHASE AGREEMENT (BPA) d) It is important to use dunnage in @ way that increases the stability of the load when the vehicle is stationary and also when the vehicle is moving. Dunnage shall be place so that it does ‘not rotate out of position, break or slip out of place. When dunnage is used between portions of a stacked load, it should be positioned in a vertical line and lashed directly across the dunnage so that it cannot work free. i a = & gr ge General Requirements of Pipes and Tubular ) Pipes and tubular shall be transported on vehicle/trailers with headboards that can prevent the load from moving forward in the event of sudden stop of the vehicle. Vehicles or trailers shall have stanchions (four per side) to prevent sideways movement of the load. Shaped dunnage or racks should be used when possible to keep the load from sliding or rolling under the lashings. b) A minimum of four web lashings should be used, tensioned from alternative sides of the trailer. Chains and chain binders should not be used to tension steel pipe, use web lashings, minimum 50 mm or 100 mm preferred. ¢) Rubber load mats significantly increases friction if placed between the layers of the pipe. d) Their use is strongly recommended particular if the pipe/tubular stack are not peaked, ie. pyramid shaped. Rubber mats prevent inner lengths of pipe moving rearward due to not being tensioned correctly by direct contact with web lashing. ) Tie-down lashings shall be sufficiently tensioned to provide adequate downward restraint and prevent lateral movement. f) Oilfield Trailers are permitted to transport pipes and tubular, provided that the trailer is pulled by oilfield prime mover fitted with rear cabin protection bars and winch cage. Environmental Management ‘The Contractor shall ensure compliance of the legal requirement stipulated in the Environmental ‘Authority (herein after referred as "EA"). ‘The Contractor shall ensure obtaining of all permits and licenses related to the activity The Contractor shall be subject to payment of fines imposed by regulator resulting from its breaches and other activities. ‘The Contractor will be responsible for handling the disposal of ali waste materials resulting from activities at their camp and WORKSITE, for the duration of their operations on Company's concession, in accordance with Omani legislation and Company's poli Hazardous waste, including but not limited to, battery acid, chemicals, paint and thinners must NOT be disposed of in any way in Company's landfill. The Contractor should remove the hazardous wastes from the concession and ensure keep them into leak proof containers and deposit the hazardous containers ina disposal area authorized by the EA. ‘The Contractor should keep record of the waste consignment note for all type of waste. All chemicals, solvents and paints are to be stored in accordance with industry practice as per the MSDS.58 6 QHSSE GUIDELINES AND GENERAL TERMS FOR STANDARD PURCHASE ORDER (SPO) AND BLANKET PURCHASE AGREEMENT (BPA) ‘The Contractor shall be fully aware and fulfill all conditions preserved by Daleel environmental permits and ensure compliance with them accordingly. Contractor's Acknowledgement of QHSSE obligations By acknowledging the receipt of this SPO, order, work order and contract, the Contractor hereby acknowledge that: 64 62 63 64 65 6.6 67 68 69 6.10 6.11 6.12 They understand their obligation to themselves, their sub-contractors and their employees and confirm their intention to comply at all times while working on this contract. They recognize that Daleel QHSSE team and Contract Holder can be responsible for only advising the nature of and methods of controlling hazards specific to Daleel or worksite and that the Contractor shall apply best industry practice to ensure the safety of all involved at all times. ‘The Contract Holder has inducted and advised the Contractor of the emergency procedures, location of emergency equipment and use of safety equipment, basic safety rules and hazards controls, ‘go and no-go areas and access authorization requirements relevant to the service being performed. ‘The Contractor shalll ensure that all its sub-contractor and employees are informed of the same and that ‘no person shall be permitted to work hereunder without being so informed. ‘The Contractor has a Health and Safety management system in place, which ensures its ‘compliance and adheres to all HSE requirements in connection with the SPO. ‘The Contractor agrees to make available for inspection on demand by the QHSSE team, Contract Holder or any documentation related to Health and Safety in connection with this Dale! has the right to monitor the Contractor's activities and carry out safety audit from time to time during the progress of the contract. Daleel has the right to suspend work at the Contractor's expense where the Contract Holder is not satisfied that all practicable steps are being taken to ensure the health and safety of employees and others in connection with contract. ‘The Contractor will advise the QHSSE office and Contract Holder immediately of any accidents, including those in which serious harm is caused, or significant hazards was involved and meet the requirements of the QHSSE Management system in reporting accidents and incidents, ‘The Contractor shall immediately report to Daleel authorities in accordance with Daleel incident Reporting and Investigation procedures of any circumstances which may cause or indicate a dangerous or hazardous situation and any significant accident, injury, illness, fatality, spill or other incidents including without limitation any event which could have resulted in a significant accident, spill, injury, illness or fatality (for example, near misses). The Contractor shall ensure that all equipment to be used on the service of this contract shall comply with Daleel specifications. Before beginning work on the contract, the Contractor shall carry out a systematic identification of hazards likely to be encountered and shall develop controls for all those identified as. being significant hazards. Performance Monitoring Compliance with this specification shall be monitored through workplace supervision, audits of Contractor, periodic inspections and random checks by the Site QHSSE Team. Revision -0 Date ~ 20" January 2021 Document No. DP-SCM-OP-10 Page 6 of 6