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Purchase order

Company PO number/Order date


Plasco Limited 4600000856 / 25.05.2023
PO Box 19956 Contact person
CHAGOMBE Dar es Salaam LIVIN MASSAWE
Email
procurement@isoaf.com

Your vendor number with us


1000328

Please deliver to: Delivery date: Day 10.06.2023


WASCO ISOAF TZ Limited
Thermal Insulation Plant
Sojo Village
Igusule Ward, Nzega District

Terms of payment: within 30 days Due net Currency TZS


_______________________________________________________________________
No. Description QTY Unit price Amount
_______________________________________________________________________
10 WEHOLITE TANKS 1 Piece 18,942,160.00 18,942,160.00
20 Transport dar to nzega 1 Piece 6,388,097.00 6,388,097.00
Weholite Septc Tank - DN1800 SN2 (50 PE)
Based on Drawing No.ISOAF/WFP/ST/1800/50PE/02/310323-01
_______________________________________________________________________

Total net value excl. tax TZS 25,330,257.00

WASCO ISOAF TZ LIMITED (BRELA Registration Authority - 142576716)


Registered Seat: Region Dar Es Salaam, District Ubungo, Ward Mabibo, Postal code 16109, Dominai Point House
-Mabibo External Mandela road-Opposite Tanroad office
Mailing address: 1st Floor, Regus office, 429 Mahando Street, Msasani Peninsula, Dar es Salaam TZ, 14110, Tanzania
Directors: Martyn John Wilmott, Andreas Fuchs, Gian Franco Andreani, Joel Aminiel Makyao
Email: procurement@isoaf.com
TIN: 142-576-716 VRN: 40-042876-A
Plasco Limited PO number/Order date Page
PO Box 19956 4600000856 / 25.05.2023 2
CHAGOMBE Dar es Salaam

WASCO ISOAF TZ LIMITED holds its Suppliers and Contractors to high ethical standards. Every Supplier and
Contractor is accountable for adhering to standards set forth in the WASCO ISOAF S.R.L Group Anti-Bribery and
Corruption Policy.(Available in our web page www.ISOAF.com) The WASCO ISOAF S.R.L Group Anti Bribery
and Corruption Policy prescribes, amongst others, fundamental rules of conduct relating in particular to, full
compliance with laws, regulations and requirements in all countries where the Supplier and Contractor operates;
prevention of money laundering, corruption and prohibition of all unlawful payments and practices; competition
compliance; and full disclosure of any actual or potential conflict of interest.

General Terms and Conditions:


This Purchase Order is an offer by WASCO ISOAF TZ LIMITED to purchase from the Supplier certain Goods
and/or Services based on the WASCO ISOAFTZ LIMITED General Terms and Conditions (latest version can be
downloaded from our web page www.ISOAF.com). This Purchase Order is not binding on WASCO ISOAF TZ
LIMITED until it is accepted by Supplier. Supplier will be deemed to have accepted this Purchase Order and the
WASCO ISOAF TZ LIMITED General Terms and Conditions when it: (i) sends anotice of acceptance in writing;
and/or (ii) starts to provide or perform in accordance with terms of this Purchase Order, whichever occurs first.
WASCO ISOAF TZ LIMITED may withdraw this Purchase Order at any time before it is accepted by Supplier. No
contract will exist except herein provided. Supplier’s acceptance is connection with this Purchase Order will be
construed to be for record and accounting purposes only, and any terms and conditions set forth in such
communication will not apply to this Purchase Order and will not be construed as Supplier’s exceptions to this
Purchase Order and/or the WASCO ISOAF TZ LIMITED General Terms and Conditions. Any additional or different
terms proposed by Supplier are objected to and rejected and will be deemed a material amendment hereof, unless
expressly assented toin writing by WASCO ISOAF TZ LIMITED Where there is any conflict between the provisions
of this Purchase Order and those of any other document, contract, or any other form of agreement or
representation made prior to or subsequent to the issuance of this Purchase Order, the Parties agree that the
terms and conditions of this Purchase Order and the WASCO ISOAF TZ LIMITED General Terms and Conditions
shall prevail, unless otherwise expressly assented to in writing by the Parties.

Supplier shall comply with WASCO Energy Group HSE requirements.


GENERAL TERMS AND CONDITIONS
1. Definitions

Goods mean the goods to be supplied by Contractor to Client as specified in the Purchase Order.

Services mean the services to be performed by Contractor as specified in the Purchase Order.

Materials mean all materials, plant, machinery, equipment, products, processes and other things to be supplied by
Contractor in the performance of the Works.

Works means:

(a) the works or Services described in and to be performed under the Purchase Order;

(b) the Goods to be supplied by Contractor under the Purchase Order; and

(c) any Materials to be provided in connection with performance of the Purchase Order;

and shall include:

(d) the Works as varied by any direction given by Client from time to time;

(e) all rectifications and reinstatement of anything done to remedy anydefects; and

(f) any other matter or thing which Contractor is obliged to do or causes to be done or the result or effect which
Contractor must achieve or cause to be achieved to comply with its obligations under the Purchase Order.

2. Completion and Delivery

(i) Time is of the essence, and Contractor shall provide or perform the Works on the date(s) specified in the
Purchase Order. If Contractor fails to provide or perform the Works, Client may terminate the Purchase Order for
cause in accordance with Clause 9 and Contractor shall be liable to compensate Client in accordance with Clause
10.

(ii) Where Goods are to be provided under the Purchase Order:

a. Goods shall be packed in suitable containers for protection in shipment and storage according to Client’s
instructions or, if no such instructions, in a manner sufficient to ensure that the Goods are delivered in
undamaged condition;

b. The specific quantity of Goods ordered must be delivered in full and not be changed without Client’s written
consent. If Contractor delivers more or less than the quantity of Goods ordered, Client may reject all or any of the
Goods. Any such rejected Goods will be returnedto Contractor at Contractor’s risk and expense;

c. Contractor shall deliver the Goods in accordance with the delivery terms specified in the Purchase Order and
such delivery instructions shall be governed and construed in accordance with the provisions of Incoterms 2010
(latest edition); and

d. Title to the Goods passes to Client upon delivery of the Goods to the delivery location specified in the Purchase
Order. Delivery of the Goods is not complete until such Goods have actually be received and accepted by Client.
Contractor bears all risk of loss or damage to the Goods until delivery of the Goods to the delivery location
specified in the Purchase Order.

(iii) Completion of Works

a. When Contractor considers the Works as completed, Contractor shall notify Client in writing as soon as possible.
Within a reasonable time after receiving such notice, Client shallin writing either accept the Works as completed,
or declare that the Works are not accepted as completed and the reason for this.

b If Client does not accept the Works as completed, Contractor shall promptly provide or re-perform any
incomplete part of the Works as notified by Client in accordance with Clause 2(iii)a.

c. In the event Contractor fails to provide or re-perform any incomplete part of the Works in accordance with Clause
2(iii)b, Client may, either directly or through others, undertake Contractor’s responsibilities in respect of such
incomplete Works and shall be entitled to recover from Contractor all direct and documented costs and expenses
incurred in relation thereto.

(iv) If Contractor fails to provide the Works on or before the date(s) specified in the Purchase Order, then it is agreed that
Contractor shall pay Client an amount equal to one percent (1%) of the total Purchase Order Price for each day(s) or
part thereof of delay up to a maximum of ten percent (10%) of the total Purchase Order Price by way of liquidated
damages for late completion and delivery under this Clause (#Liquidated Ascertained Damages”). The Liquidated
Ascertained Damages shall be deemed a genuine pre-estimate of losses likely to be suffered by Client. The provision
of Liquidated AscertainedDamages shall not prejudice Client’s right of termination once the maximum Liquidated
Ascertained Damages for the Purchase Order has been claimed by Client. Contractor shall be entitled to an extension

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of time for completion (but without any compensation for additional cost)if and to the extent that completion is delayed
solely by Client’s failure to provide access to Client’s site. Client’s failure to provide access to Client’s site.

3. Prices; Invoicing

(i) The price and rates are inclusive of all taxes (including withholding tax), packing and crating, customs duties,
bank charges outside the country of Client’s residence, storage and insurance. Contractor shall submit an
invoice to Client when the Works have been fully performed in accordance with the Purchase Order and the
invoice must be accompanied by a verified and stamped Delivery Order (DO) orService Completion Certificate
(whichever is applicable) by Client and any other documentation requested by Client from time to time.
Suchinvoice shall be submitted within a reasonable time with the final invoice to be received by Client no later
than thirty (30) calendar days after completion. Client will pay Contractor within ninety (90) calendar days from
receipt of an undisputed invoice. Contractor shall submit monthly statement of accounts to Client.

(ii) Invoices must be addressed to Client’s Accounts Department and shall include:

a) the title of the Works provided;


b) the Client's full name;
c) sufficient detail to allow the Client to obtain a clear understanding of the work that has been performed and to
which the charges relate; and
d) all things necessary to ensure that the invoice is also a tax invoice for the purposes of any relevant value added
tax (VAT) which mayapply, that enables the Client to claim input tax credits.

(iii) Client reserves the right to reject an invoice or withhold payment for invoices if Contractor fails to comply with any
requirements or obligations specified in the Purchase Order (including, without limitation, with respect to the quality or
specifications of the Works). Client may offset any debt or other financial obligation which Contractor owes to Client
against amounts due or which becomes due to Contractor under the Purchase Order. The payment of, objection to or
failure to object to any invoice, or any payment or settlement in resolution of any dispute, or any combination of these
matters does not constitute acceptance by Client of the accuracy or justification of Contractor’s invoices. Any
payment by Client is made on the condition that Client reserves the right to challenge, at a later time, the validity of
any invoiced amount.

4. Inspection; Rejection

(i) Where Goods are to be provided under the Purchase Order, all such Goods are subject to Client’s right of inspection
and rejection before, on or after the delivery date. Client, at its sole option, may inspect all or sample of the Goods,
and may reject all or any portion of the Goods if it determines the Goods are defective or otherwise do not conform to
the descriptions and specifications delivered in connection with the Purchase Order or otherwise communicated to
Contractor in writing. If Client rejects any portion of the Goods, Client has the right, effective upon written notice to
Contractor, to: (i) rescind the Purchase Order in its entirety; (ii) accept the defective and/or non-conforming Goods at
a reasonably reduced price; or (iii) reject the defective and/or non-conforming Goods and require the replacement
thereof. Contractor will, at its expense, pay for all related costs and expenses, including but not limited to, storage
charges and transportation charges for the return of the rejected Goods. Client may replace rejected Goods with
goods from a third party and charge Contractor the cost thereof and terminate the Purchase Order for cause.

(ii) If Client requires replacement of defective and/or non-conforming Goods, Contractor will, at its expense, promptly
replace the defective and/or non-conforming Goods and pay for all related costs and expenses, including but not
limited to, storage charges and transportation charges for the return of the defective and/or non-conforming Goods
and delivery of replacement Goods. If Contractor fails to timely deliver replacement Goods, Client may replace the
defective and/or non-conforming Goods with goods from a third party and charge Contractor the cost thereof and
terminate the Purchase Order for cause.

(iii) Any inspection or other action by Client under this Clause will not reduce or otherwise affect Contractor’s obligations
and/or liabilities under the Purchase Order and Client will have the right to conduct further inspections after Contractor
has carried out its remedial actions.

5. Contractor's Warranties

(i) With respect to all Works to be performed under the Purchase Order, Contractor warrants to Client that: (i) Contractor
will provide or perform the Works using personnel of required skill, experience, qualifications and in a professional and
workmanlike manner in accordance with generally recognized industry standards for similar works and in accordance
with any and all specifications provided by Client; (ii) Contractor will devote adequate resources to meet its obligations
under the Purchase Order; and (iii) Contractor’s performance of the Works will not infringe or misappropriate any
trade secret, patent, trademark or copyright or any intellectual property rights of any third party.

(ii) Contractor further warrants to Client that: (i) Contractor’s acceptance of, or performance under, the Purchase Order
does not result in a conflict of interest between Contractor or any third party; (ii) Contractor has the full legal right to
provide or perform the Works, and that there is no claim, litigation or proceeding pending or to its knowledge
threatened against Contractor with respect to such Works, or any component thereof, alleging infringement of any
patent or copyright or violation of any trade secret or any other proprietary right of any person; and (iii) Contractor will
obtain and maintain all permits, licenses and consents required in connection with its performance under the
Purchase Order.

(iii) Contractor hereby extends to Client full design, material and workmanship warranties against any and all defective or
faulty Works. Contractor further guarantees that the Works are fit for the purpose and use for which they are intended

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according to the Purchase Order.

(iv) During the Warranty Period as set out below, any defects and/or deficiencies in the Works, are observed, and
Contractor is so notified, Contractor shall, upon receipt of Client's notice, rework the affected items and make good all
damage to the Works resulting from suchdefects and/or deficiencies. Such rework shall be performed at a time and
within the period requested by Client, having regard to the urgency of the case and in such a manner as to cause a
minimum of interruption in the use of the Works and a minimum of disruption to Client's operations on site. Such
rework shall include all necessary re-design, repair or replacement, as approved by Client, at Contractor's sole costs,
expenses and risks including for investigation, redesign, dismantling, removal from Client’s site, replacement and
re-testing.

(v) In case of Contractor's failure to diligently and satisfactorily carry out such rework or in case of emergency or urgency,
Client shall have the right to have rework performed by other contractors. Such recourse shall in no way relieve
Contractor from his warranty obligations under the Purchase Order, and the actual costs of such interventions
incurred by Client shall be charged to Contractor.

(vi) All warranties set forth herein will remain in effect for aperiod of twelve (12) calendar months from the date of
acceptance of the Works by Client ("Warranty Period") and will not be deemed waived by reason of Client’s receipt,
inspection, or acceptance of, or payment for the Works. If Contractor has performed rectification work during the
Warranty Period, a new twelve (12) calendar months period shall apply for the rectified parts from the date of
acceptance of the rectification work by Client provided that the cumulative Warranty Period shall not exceed
twenty-four (24) calendar months from the date of acceptance of the Works by Client.

(vii) All warranties will run to Client, its customers and subsequent owners of the Works to which they relate. There are no
exclusions, limitation or disclaimers of warranty other than those that may be expressly recited herein.

6. Taxes and Governmental Charges - Contractor shall be liable for all taxes, duties, levies, charges and contributions
connected with the Purchase Order imposed upon Contractor, any sub-Contractor, their employees, servants, or agents by
governmental authorities and/or other authorities having jurisdiction over the Purchase Order so that the price or any part
thereof shall not be increased due to any or all of these factors. Client does not assume anyliability in case of tax defaults
by Contractor and Contractor undertakes to strictly abide by the rules in force in respect of any andall tax claims, suits,
costs, liabilities, judgments, fines, penalties, demands, losses or damages including any and all expenses, disbursements,
costs, legal fees, sum and amounts which Client suffers, incurs or is put to resulting from or in any way connected with any
assessment or imposition, which by the term of this Clause, Contractor is liable for. Client may withhold income tax and/or
other taxes from amounts due by Client to Contractor under the Purchase Order, to the extent that such withholding is
required by any government, provincial, municipal, local or other authority as applicable in providing or performing the
Works pursuant to the Purchase Order.

7. Indemnities - Contractor agrees to indemnify, defend and hold harmless Client, its affiliates, and their respective directors,
officers, employees, customers and agents, from and against any and all claims, demands, causes of action, losses,
damages, direct and indirect costs and expenses or other liability, other than liability solely due to the negligence of Client,
including reasonable attorneys’ fees, arising out of or resulting in any way from: (i) Contractor’s manufacture and/or
supply of the Works; (ii) Contractor’s performance under the Purchase Order; (iii) any defects in the Works; (iv) negligence
or willful misconduct of Contractor, its sub-Contractor and their respective agents or employees; (v) any claim for bodily
injury or death, damage to property; (vi) any claim by an employee or sub-Contractor of Contractor for wages and benefits;
(vii) any Contractor’s breach of any representation, warranty, covenant or other obligation hereunder; and/or (viii) the
infringement of any third party proprietary rights with respect to: (a) Contractor’s performance under the Purchase Order;
and/or (b) Goods supplied by Contractor (including, without limitation, with respect to Contractor’s manufacture and/or
Client’s use or possession thereof) in connection with the performance of the Purchase Order.

Contractor’s obligation to indemnify will survive the expiration or termination of the Purchase Order by either Party for any
reason. Contractor, may, at its option, conduct the defense of any third party action and Client will cooperate with
Contractor’s defense as reasonablyrequested. If the use or sale of the Goods is enjoined as a result of any action or
proceeding, in addition to such other rights or remedies of Client may have hereunder or by law, Contractor, at no expense
to Client, will obtain for Client and its customers the right to use and sell said item, or will substitute an equivalent item,
acceptable to Client, and extend this indemnity with respect to such item. In the event that Contractor is unable to secure
such rights of use or to secure an equivalent item as substitute for Client or its customers, Contractor will indemnify Client
and its customers for any and all losses or damages sustained by reason of such injunction.

8. Default - Contractor shall be in default hereunder if: (i) the Works is not provided or performed at the time or in the manner
specified herein; (ii) the Contractor has breached any of the terms and conditions herein, which cannot be remedied within
the time period given or where the Contractor has failed to remedy to the satisfaction of the Client; or (iii) Contractor
becomes insolvent or bankrupt or its financial responsibility is otherwise impaired.

9. Termination - Client may terminate the Purchase Order in whole or in part at any time and for any reason by giving seven
(7) calendar days’ notice to Contractor. Client may also terminate the Purchase Order in whole or in part, in case
Contractor fails to perform its obligations under the Purchase Order, by giving notice to Contractor requiring Contractor to
make good the failure and to remedy it within a specified reasonable time ("Default Notice”). If Contractor fails to comply
with a Default Notice, Client may terminate the Purchase Order at the end of the remedy period set out in the Default
Notice without further notice to Contractor. Contractor shall cease work, or cause its sub-Contractors to cease work and to
protect and preserve any and all property in which Client has or may acquire an interest. Client may require Contractor to
transfer title and deliver to Client any and all property or items specifically produced or acquired by Contractor in
connection with the Purchase Order. Client may also purchase, manufacture or produce products, goods or services
similar to those specified in the Purchase Order from a third party as a result of a breach or non-performance by
Contractor. Termination hereof shall not relieve Contractor of any obligation, which may have arisen prior to such

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cancellation, including without limitation patent infringement, reproduction rights, latent or patent defects, fraud or warranty
obligations.

10. Compensation - If the Purchase Order is terminated for any reason, either in whole or in part, in accordance with Clause
9, Client will pay Contractor, only for Works satisfactorily performed in accordance with the Purchase Order and obligations
incurred prior to the effective date of termination, providing said Works was authorized by Client and are properly
supportedby time sheets endorsed by Client representatives, invoices and the like, and subject to the other provisions of
the Purchase Order that mayreduce or suspend payment. In the event Works is terminated by reason ofContractor’s
breach or failure to perform in accordance with the Purchase Order, Client shall have no obligation to compensate
Contractorunder the Purchase Order and Contractor shall:

(i) be liable to pay the Liquidated Ascertained Damages in accordance with Clause 2(iv); and

(ii) be liable for any cost incurred by Client in excess of the price which would have been paid by Client hereunder; and

(iii) (for lump sum Works) refund to Client, the percentage of any lump sum which represents the percentage of Works
not satisfactorily performed by Contractor in accordance with the Purchase Order; and

(iv) (for non-lump sum Works) refund to Client, the amount which represents the Works not satisfactorily performed by
Contractor in accordance with the Purchase Order.

For any termination in accordance with Clause 9, Client shall not be liable for (i) any costs, claims, damages or liabilities
whatsoever of Contractor or sub-Contractors, (ii) any indirect, remote or consequential losses of any kind, and (iii) any loss
of profit, loss of earnings or for any financial or economic loss or damages, in each case whether direct or indirect.

11 Changes - Client may, at any time by giving written notice to Contractor, make changes to the Works, including but not
limited to the following: (i) specification, drawings, designs and data for Goods to be specifically manufactured for Client;
(ii) method of shipment or packing; (iii) time or place of inspection, acceptance and delivery; and (iv) quantities of Goods. If
any such change increasesor decreases the cost or time required for performance of the Works, Client and Contractor
shall equitably adjust the Purchase Order Price orschedule or both. No claim by Contractor for adjustment shall be valid
unless submitted to Client within fourteen (14) calendar days after the date of such change and that Client has issued a
revised Purchase Order for such adjustments. No change proposed by Contractor shall bind Clientuntil accepted by Client
in writing.

12. Intellectual Property Rights - Contractor guarantees that the performance of the Purchase Order will not infringe any
patent, industrial design, copyright or trademark and shall indemnify and save Client and its customers harmless from and
against, any liability or expense by reasons of any claim or suit for alleged infringement of any patent, industrial design,
copyright or trademark resulting from or arising in connection with the manufacture, sale, use, performance or other
dispositions of any of the Works.

13. Force Majeure - No Party shall be in breach of any of its obligations under the Purchase Order, or liable for any delay or
failure in performance of any of its obligationsunder the Purchase Order, to the extent that its performance is prevented,
impeded or delayed by any act, event or circumstance, whetherof the kind described herein or otherwise, which is not
reasonably within the control of such Party, cannot be avoided by the exercise of due diligence and is not due to the
affected Party’s fault or negligence("Force Majeure”). Subject to the immediately foregoing sentence,acts, events or
circumstances constituting Force Majeure shall include (but not be limited to) the following:

(i) fire, drought, explosion, atmosphere disturbance, lightning, storm, tempest, hurricane, cyclone, typhoon, tornado,
earthquake, landslide, perils of the sea, soil erosion, subsidence, washout, epidemic or other acts of God;

(ii) war (whether declared or undeclared), riot, civil war, blockade, insurrection, acts of public enemies, invasion,
embargo, trade sanctions, revolution, sabotage, piracy or the serious threat of or an act of terrorism;

(iii) strikes, lock out, or other industrial disturbances (other than those specific to Client or Contractor, as applicable);

(iv) chemical or radioactive contamination or ionizing radiation; and/or

(v) acts or omissions of a governmental authority, or the imposition or introduction of new or changed standard
internationalshipping industry practices.

Notwithstanding the above, the following events shall not constitute Force Majeure:

(i) unavailability of funds;

(ii) late delivery to Contractor of machinery, equipment, spare parts or consumables;

(iii) a delay in the performance of Contractor’s sub-Contractors or any other third party;

(iv) normal wear and tear in materials and equipment or breakdown in equipment;

(v) adverse weather conditions; and/or

(vi) failure to provide or perform the Works as required under the Purchase Order caused by Contractor’s negligent or
intentional acts, errors or omissions, breach of, or default under the Purchase Order to the extent such breach or
default is not excused by the occurrence of Force Majeure pursuant to this Clause.

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If an occurrence of Force Majeure or its consequences continue for more than thirty (30) calendar days, the unaffected
Party shall have the right to terminate the Purchase Order by giving prior written notification to the affected Party.

14. Pandemic - Contractor agrees that the coronavirus pandemicshall not be considered and/or deemed as a Force Majeure.
Contractor confirms that it has taken the coronavirus disease and its impact into account and the contract price includes all
allowances for performing all the Works under the Purchase Order in accordance with regulations and/or restrictions
imposed by governmental authorities with regards to the safety of workers including transportation to and from Client’s
site. For the avoidance of doubt, Contractor shall not be entitled for any additional compensation due to the coronavirus
disease and Client shall not be liable to pay any compensation to Contractor for early termination in the event Contractoris
unable to perform its obligations under the Purchase Order due to thecoronavirus disease.

15. Insurance - Without prejudice to Contractor’s liability and responsibility contained elsewhere herein, Contractor shall
procure and maintain at its own cost and expenses, any insurance(s) which is relevant and/or is required by law which
Contractor is subject to, as well as in accordance with the delivery terms provided herein and the insurance shall need to
be maintained in full force and effect throughout the entire duration of the Purchase Order. Contractor shall provide Client
upon request evidence of such coverage as required. Contractor shall cause the insurers thereof to waive any and all
rights of subrogation against Client and/or its co-venturers, their parent companies, subsidiaries, affiliates, consultants and
their respective agents, officers and employees.

16. Business Conduct - Contractor shall establishand maintain precautions and shall cause its sub-Contractors to establish
and maintain precautions, to prevent its employees, agents or representatives from making, receiving, providing, or
offering substantial gifts, entertainment, payments, loans, or other consideration to employees, agents, or representatives
of Client for the purpose of influencing those persons to act contrary to the best interests of Client. This obligation shall
apply to the activities of the employees of Contractor and its sub-Contractors in their relations with the employees of Client
and their families and/or third parties arising from this Agreement. Contractor agrees and will secure agreementby its
sub-Contractors that in connection with the Purchase Order and the activities contemplated herein, neither it nor any of its
sub-Contractors, and their respective representatives or affiliates shall take action, or omit to take any action that would: (i)
violate any Laws applicable to it and relevant to the Purchase Order; or (ii) cause the other to be in violation of any
applicable Laws related to the business practices of the parties and relevant to the Purchase Order, including the U.S.
Foreign Corrupt Practices Act, the UK Bribery Act and anti-bribery and anti-corruption laws in various other jurisdictions.
Any action or omission to take any action by Contractor in contravention of this Clause shall constitute a material breach
under the Purchase Order and all other agreements, contracts, transactions other than the Purchase Order: (i) between
Client and Contractor; and (ii) between Client and any Affiliate of Contractor (collectively referred to as "Other
Contracts”), whereupon Client shall be entitled to: (i) terminate the Purchase Order and all the Other Contracts, without
any need for Client to deliver a Default Notice to Contractor, and seek compensation in accordance with Clause 10; (ii)
withhold any outstanding payments due to Contractor; and (iii) seek any other reliefs available under the law and
Contractor shall be liable for any damages, losses, costs or other expenses suffered by Client.

17. Confidentiality - Contractor shall not, without Client’s prior written consent, disclose any information relating to the
Purchase Order to any persons, except as may be required by order of a court or by any stock exchange or other
regulatory order. Contractor shall promptly notify Client in writing and in consultation with Client seek to obtain suitable
protective orders to maintain the confidentiality of confidential information, provided however, in the event such protective
order or other remedy is not obtained, Client agrees to furnish only that portion of confidential information which Contractor
is advised by written opinion of counsel is legally required and to exercise best efforts to obtain assurance that confidential
treatment will be afforded to such portion of confidential information disclosed. Contractor acknowledges that damages
may not be an adequate remedy for any breach of confidentiality and that Client shall be entitled, without proof of special
damage, to the remedies of injunction and other equitable relief for any threatened or actual breach of confidentiality.

18. Assignment - Neither Client or Contractor shall, without theprior written consent of the other, which consent shall not be
unreasonably withheld, assign or transfer, in whole or in part, its rights and obligations under the Purchase Order to any
person or entity other than an affiliate that is succeeding to all or substantially all of the business and assets of the
assigning or transferring Party.

19. Severability - Each provision contained in the Purchase Order shall be enforceable independently of each of the others
and its validity shall not be affected if any of the others is invalid. If any provision is void but would be valid if some part of
the provision were deleted, the provision in question shall apply with such modification as may be necessary to make it
valid. If any provision of the Purchase Order, or the application of a provision to any person or circumstance, shall be held
invalid or unenforceable, the remaining provisions shall not be affected and shall remain in full force and effect.

20. Non-waiver - The failure of Client or Contractor at any timeto require performance of any of the provisions contained in the
Purchase Order shall in no way affect the right of a Party to require any performance which may be due thereafter
pursuant to such provisions; nor shall the waiver by Client or Contractor of any breach of any provision hereof be taken or
held to be a waiver of any subsequent breach of such provision.

21. Amendment - The Purchase Order may not be supplemented, amended, modified or changed except by an instrument in
writing signed by Client and Contractor and expressed to be a supplement, amendment, modification or change to the
Purchase Order.

22. Governing Law; Jurisdiction - The Purchaser Order is governed by the laws of Tanzania and the Parties agree to submit
to the exclusive jurisdiction of, and venue in, the courts in Tanzania in any dispute arising out of or relating to the Purchase
Order.

23. No Third Party Beneficiaries - Nothing expressed or referred to in the Purchase Order 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

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Purchase Order. The Purchase Order and all of its provisions are for the sole and exclusive benefit of the Parties.

24. Entire Contract - The Purchase Order constitutes the sole and entire agreement between the Parties with respect to the
performance of Works and includes all representations and warranties, express or implied, and supersedes all prior or
contemporaneous understandings, agreements, negotiations, and communications, both written or oral, with respect to the
subject matter of the Purchase Order.

25. Notice - A notice or other communication including, but not limited to, a request, demand, consent or approval to or by a
Party to this Purchase Order: -

(i) must be in legible writing and in English addressed as shown below:

(a) if to the Client:


refer to purchase order

(b) if to the Contractor:


refer to purchase order

(ii) is deemed to be given by the sender and received by the addressee:

(a) if by delivery in person, when delivered to the addressee; or


(b) if by email, then immediately upon transmission to the following address: -
(i) for the Client: refer to purchase order
(ii) for the Contractor: refer to purchase order

26. No Exclusivity - This Purchase Order is a non-exclusive agreement. Client is free to engage others to provide or perform
the same as or similar to the Works to be provided under the Purchase Order. Client is not obligated to any minimum
purchase / engagement of Works or future purchase / engagement of Works under the Purchase Order.

[End of Clauses]

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