Fuji Ref. No.

SD23-0045
Date: Apr 27, 2023

Commercial conditions:
1. Warranty:
All the equipment proposed herein will be guaranteed by the Seller against defects of materials
and workmanship for a period of 12 months from the date of starting operation or 18 months
from the date of completion of shipment, whichever is earlier. This means the Seller will repair
or replace without cost to the Purchaser any part proven defective within said period, if such
defect is caused by a faulty design or manufacturing. The Seller shall not be responsible for
consequential or indirect damages whether in contract, tort or otherwise, and in no event shall
the Seller be held liable for any claim of any kind exceed the purchase price of the resultant
purchase order. The foregoing warranty is exclusive and in lieu of all other warranties of quality
whether expressed or implied and whether in contract or in tort.
THE WARRANTIES AND GUARANTEES SET FORTH IN THIS CLAUSE IS EXCLUSIVE AS
TO THE PRODUCTS AND IN LIEU OF ALL OTHER WARRANTIES, WHETHER WRITTEN,
ORAL, IMPLIED OR STATUTORY; INCLUDING THE IMPLIED WARRANTIES OF
MERCHANTABLITY AND FITNESS FOR A PARTICULAR PURPOSE.

2. Liquidated Damage:
The Liquidated damages on delay in delivery shall be as follows:
1) Delay in Shipment of the Equipment (the “Delay Liquidated Damage”):
The rate of the Equipment Delay Liquidated Damages is zero point zero five percent
(0.05%) of the contract price of the delayed portion of the Equipment per day of delay.
The cumulative amount of the Delay Liquidated Damage as prescribed in this clause shall
not exceed five percent (5%) of the Contract Price.
2) Upon payment of the Delay Liquidated Damages specified in this clause, we shall be
released from any liability relating to our failure to meet its obligation.
3) Delay Liquidated Damages under this clause only apply for a failure or delay exceeding
One month after the Shipping Date to be specified in the PO.

3. Limitation of Liability:
NOTWITHSTANDING ANY OTHER PROVISIONS CONTAINED HEREIN, THE VENDOR
SHALL NOT BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL OR
EXEMPLARY DAMAGES OF ANY KIND OR NATURE ARISING UNDER OR IN CONNECTION
WITH THIS CONTRACT, INCLUDING LOST REVENUES OR PROFITS OR LOST BUSINESS,
WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT
(INCLUDING NEGLIGENCE OR STRICT LIABILITY), OR OTHERIWISE. THE VENDOR’S
TOTAL AND AGGREGATE LIABILITY UNDER THIS CONTRACT SHALL, IN NO EVENT,
EXCEED HUNDRED PERCENT (100%) OF THE CONTRACT PRICE.

Notwithstanding any other provisions contained herein, any audit, review, inspection, testing,
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 etc., to be conducted by BUYER or SAUDI ARAMCO in accordance with the terms hereof shall
be at the expenses of BUYER or SAUDI ARAMCO and if due to such audit, review, inspection,
testing, etc. the performance of the SUPPLIER is delayed or additional costs or damages are
incurred on SUPPLIER, BUYER and SAUDI ARAMCO shall be responsible thereof and
SUPPLIER shall be entitled to extension of time and damage claims.

4. Force Majeure:
1) Should either Party be prevented from executing this Contract by a force majeure event
such as, but not limited to, war (whether declared or undeclared), terrorism, hostilities, act of
foreign enemies, invasion, rebellion, revolution, insurrection, civil war, riot, serious fire, flood,
typhoon, earthquake, prohibition of export/immigration, refusal to issue export/immigration
license, any other actions of Government authorities, strikes, lockout, shortage or control of
power supply, plague or other epidemics, quarantine, tidal waves, lightning, explosion, or
any other causes beyond the control of Supplier or its business partners and other events
agreed upon by both Parties as force majeure events, the time for execution of this Contract
shall be extended by a period equal to the effect of such force majeure events. An event of
force majeure means the event that its occurrence and consequences cannot be avoided
and cannot be overcome by the Parties.
2) The prevented Party shall inform the other Party by fax or e-mail within the reasonable time
of the occurrence of the force majeure event and within fourteen (14) days thereafter send
by registered airmail to the other Party, a certificate for evidence issued by the relevant
authorities for confirmation (if any).
3) Should the effect of force majeure continue for more than ninety (90) consecutive days,
either Party may terminate this Contract through faithfully negotiation and reach an
agreement with a reasonable time.

5. Termination:
1) The Purchaser may terminate this Contract if the Seller:
(a) breaches the Contract Equipment delivery schedule affecting the date of completion of
the project.;
(b) becomes bankrupt or insolvent, which may resulting in its liquidation, or the court has
made a receiving or administration order against it or its property, has compounded
with its creditors or carried on business under a rehabilitation manager, receiver,
trustee or manager for the benefit of its creditors or an act has been done or an event
has occurred which (under applicable laws) has a similar effect to any of these acts or
events;
(c) substantially breaches its obligation under the Contract;
2) In such circumstances the Purchaser may terminate this Contract by giving to the Seller ten
(10) working days prior notice in writing.
3) The Purchaser’s decision to terminate this Contract shall not prejudice any other rights of
the Purchaser under this Contract.
4) The Seller may terminate this Contract if the Purchaser:
(a) becomes bankrupt or insolvent, which may resulting in its liquidation, or the court has

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 placed made a receiving or administration order against it or its property, has
compounded with its creditors or carried on business under a rehabilitation manager,
receiver, trustee or manager for the benefit of its creditors or an act has been done or
an event has occurred which (under applicable laws) has a similar effect to any of these
acts or events;
(b) substantially breaches its obligation under this Contract.
5) In such circumstances the Seller may terminate this Contract by giving to the Purchaser a
10 working days prior notice in writing.
6) The Seller’s decision to terminate this Contract shall not prejudice any other rights of the
Seller under this Contract.
7) In the event of termination of this Contract for the reason solely attributable to the Purchaser,
the Seller shall be entitled to properly claim that compensation from the Purchaser
according to the termination schedule below.

Time (in month) after effective Payment Amount Remarks

of the contract (in percentage) at Termination
0-1 30%
1-2 70%
After 2 months 100% FOB Japan

6. Applicable Law and Settlement of Dispute:

The Contract is construed and shall be interpreted in accordance with the laws of Singapore.
The arbitration shall be conducted in the English language. Place of arbitration shall be
Singapore. The arbitration shall be conducted according to the Rules of Arbitration of the
International Chamber of Commerce.

7. Acceptance:
Unless otherwise agreed upon in writing, acceptance shall take place upon the successful
completion of visual check upon delivery by Seller.

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