January 17,2022 PRODUCTS SUPPLY AND SERVICES AGREEMENT by and between TARAHUMARA PIPELINE S. DE R.L. DEC.V. and LUIS ALBERTO RODRIGUEZ ALANIS TERMS AND CONDITIONS TPL - GLORIA A DIOS PROJECTThis VALVE SUPPLY AGREEMENT, dated as of January 17, 2021 (this “Agreement”) is entered by and among TARAHUMARA PIPELINE S. DE R.L. DE C.V., a Mexican sociedad de responsabilidad limitada de capital variable (hereinafter, together with its successors and permitted assigns, the “Company”), LUIS ALBERTO RODRIGUEZ ALANIS, a natural person with commercial activities established under the laws of Mexico (the “Vendor”). Execution of this, Agreement shall be binding as to the instructions, terms and conditions contained herein. Acceptance is limited to the terms stated herein. Any additional or different terms and conditions proposed by cither party are rejected unless expressly agreed to in writing by authorized representatives of both Parties. DEFINITIONS. The following terms shall have the meanings specified below: “Affiliate” means, in respect of a Party, any entity controlling, under common control with or controlled by such Party and control” shall mean ownership, directly or indirectly, of moe than fifty percent (50%) of the shares conferring the right to vote at a general meeting (or its equivalent) of such entity or the right otherwise to appoint the majority of the directors or ‘other governing body of such entity “Agreement” shall have the meaning given to such term in the recitals to this Agreement, “Business Day” means « day on which banks are open for general banking business in ‘Mexico, and in respect of any payment to be made under the Agreement, in the place where such payments to be made. “Change Order” shall have the meaning given to such term in Section 5. “Commercial Operation” has the meaning given to it in the Transport Agreement. “Company” shall have the meaning given to such term in the recitals to this Agreement, “Conditions” means the termsand conditions setoutin this Agreementand any special tems ‘and conditions agreed in writing by the Company and the Vendor. “Defect” means a defect, error, omission or other inadequacy of whatsoever nature in the Product orany part thereofis due to any breach by Vendor ofits obligations under this Agreement. “Delay LD Maximum Liability” shall have the meaning given to such termin Section 3. “Delay Liquidated Damages” shall have the meaning given to such term in Section 3. “Delivery Date” means the date(s) set out in the Purchase Orderas the date(s) for delivery of the Product or each item comprising the Product, or the date(s) for the provision of the Services or such later date(s) as may be fixed in accordance with Section 3 hereto. “Delivery Point” means the location agreed by the Parties in the Purchase Order. “Delivery Schedules” means the delivery schedule, terms and conditions specified in ‘Schedule 3 and Schedule 4 of the Purchase Order. “Force Majeure” shall have the meaning given to such term in Section 15. “Infringement Claim” shall have the meaning given to such term in Section 11“Intellectual Property” means (a) any patent rights, trademark or service mark rights and all goodwill therein, tradenames, domain names, utility certificates, utility model right, industrial design rights, copyrights (whether published or unpublished), database rights, model rights, design patent rights, trade secrets, know-how, and semiconductor IC topography rights; (b) any divisionals, continuations, continuations-in-part, re-examinations, renewals, re-issues, extensions, and combinations for or of any of the rights referred to in the foregoing clause (a); and (©) any form of protection of a similar nature or having equivalent effect anywhere in the world to any of the foregoing rights, whether registered or unregistered. “LD Maximum Liability” shall have the meaning given to such term in Section 3 “Lenders” shall have the meaning given to such termin Section 25. “Liquidated Damages” shail have the meaning given to such term in Section 3. “Party” means the Company or the Vendor (as the case may be) and “Parties” means the Company and the Vendor. “Price” means the price in respect of the supply of cach item of the Product (inclusive of any freight and insurance costs) and Services, as set out in each Purchase Order. “Product” means the pipes, materials and equipment manufactured, coated, tested, certified and delivered as set forth in the corresponding Purchase Order, the form of whichis attached hereto as Exhibit A, including any Specifications as set forth in Schedule 2 of the Purchase Order. “Purchase Order” means any purchase order signed by the Parties in respect to this ‘Agreement, including any schedules thereto, entered into and between the Company and the Vendor, into which these Conditions are incorporated, the form of which is attached heretoas Exhibit A, and any subsequent purchase orderentered into between ‘Company and Vendor in respect of the Product. “Services” means any services to be provided by Vendor, including installation, precommissioning services, additional services for interconnections, and/or civil or ‘mechanical services as set forth in the corresponding Purchase Order, the form of which is attached hereto as Exhibit A, including any Specifications as set forth in Schedule ? of the Purchase Order. “Specifications” means the specifications in respect of each item of the Product and/or Services set out in any Purchase Order, and any additional criteria, standards and specifications agreed to by the Company and the Vendor in writing. “Subcontractor” means any person, firm, partnership, company, corporation or combination thereof other than the Vendor supplying to the Company the Product or parts thereof or Services in connection with the Purchase Order including subcontractors and/or suppliers of any tier. “Total Contract Price” shall have the meaning givento such term in the Purchase Order. “Vendor” shall have the meaning given to such term in the recitals to this Agreement. “Works” meansall production and fabrication process involved in the manufacturing of the Product, including the raw material and delivery of all the inputs necessary to QB‘manufacture and deliver the Product to the Company, including the acquisition, testingand shipping of the Product, and all the inputs necessary to deliver the Product to the Company. 2. PURCHASE ORDER NUMBER AND TAGGING REQUIREMENTS. The purchase order number shown on the applicable Purchase Order shall be used on all invoices, ‘communications, packing lists, containers, and bills of lading. All materials shall be marked, tagged or labeled as specified in this Agreement and the Purchase Order. Products enclosed in protective coverings shall be identified both on the Product and on the outside covering. 3. SHIPPING, DELIVERY AND PERFORMANCE GUARANTEE(S). (@) Vendor shall comply with the Delivery Schedules. All Products provided shall be shipped and all Services as indicated in the Purchase Order and delivered at the Delivery Point. No allowance will be made for packing, crating, or cartage charges unless specifically authorized in this Agreement. Freight costs shall be paid directly to the carrier by the Vendor. The ‘Vendor shall be responsible for coordinating directly with the common carrier to ensure timely delivery of Products and timely performance of the Services in accordance with the terms of the Delivery Schedules. Enclose one copy of the packing slip with each shipment Packing list shall list separately each item in the shipment. The last item(s) shipped shall indicate “final shipment for this Purchase Order”. Vendor shall include one copy of the packing list with each shipment and on the date of shipment, mail one copy to Company at the address set out in the Purchase Order, and one copy to the destination. Time is of the essence regarding this Agreement and shipment and provision of Services within the scheduled time stated in this Agreement is an important consideration. Vendorhas furnished shipping and Services schedules to Company and represents that such schedules are realistically within its ability to perform. If Vendor fails to progress with this Agreement or any part thereof in accordance with the agreed schedule, Vendor shall, atits own expense, take all reasonable steps to expedite the rate of progress including, but not limited to and at Vendor's option and cost, subcontracting, additional shifts, overtime and supplying additional manpower, resources and equipment as may be required. Acceptance of late deliveries or Services shall not be deemed a waiver of Company’s right to hold Vendor liable for any loss or damage resulting therefrom, nor shall itact as a modification of the Vendor's obligation to make future deliveriesin accordance with the delivery schedule. (b) In the event Vendor fails to deliver to Company any of the Product or provide the Services by the relevant Delivery Date, Vendor shall pay to Company delay liquidated damages in an amountequal to two and one-half percent 2.5%) of the Total Contract Price of the applicable Purchase Order per week of delay from the relevant Delivery Date (the “Delay Liquidated Damages”); provided, that in no event shall such Delay Liquidated Damages exceed twenty porcent (20%) of the Total Contract Price of the applicable Purchase Order (the “Delay LD Maximum Liability”). Delay Liquidated Damages shall be payable on a full per week basis, irrespective of the actual number of days of that week. Company shall promptly notify ‘Vendor, and in any event within ninety (90) days of reaching the Delay LD Maximum Liability, of the amount of Delay Liquidated Damages that are due and payable and Vendor shall pay such Delay Liquidated Damages to Company promptly upon receipt of such notification. If the Delay LD Maximum Liability is reached, Company shall be entitled, in ts sole discretion, to terminate this Agreement pursuant to Section 13 c) hereto. (©) In order to guarantee Vendor's compliance of the Services and delivery of the Products, Vendoragreesto issue and deliverforthe benefitof Company, a Performance Bond for an amount equal to ten percent (10%) of Total Contract Price of the applicable Purchase Order, which shall be in full force and effect until the fulfilment and compliance of Vendor'sobligations established herein. The validity of the Performance Bond shall be automatically extended until the full compliance of Vendor's obligations set forth in the Agreement and the Purchase Order, this Performance Bond shall be substituted by a Defects Bond for the percentage amount of ten percent (10%) of Total Contract Price that shall remain valid and effective for the warranty period described in Section 8 thereof. The validity of the Defecs Bond shall be automatically extended in case of repairs or remediations of Defects until the full compliance of Vendor's obligations set forth in the Agreement and the Purchase Order and pursuant Article 8. Such Letters of Credit (ISP 98) shall be issued in terms acceptable 0 the Company by an acceptable credit provider and such Letters of Credit (ISP 98) shall be governed by Mexican Law. Also, the Letters of Credit (ISP 98) shall be issued on behalf of TARAHUMARA PIPELINE, S. de RL. deC.V. (d) In addition to the Delay Liquidated Damages described in Section 3(b) above, in the event that Vendorhasnot delivered the Produets or has not provided the Services on or prior to the date which is 45 (forty five) days following the Delivery Date, Company shall have the right to cancel all or any part of the undelivered Products or cancel the Services subject matte of the corresponding Purchase Order, with no cost or extra cost, including the percentages described in Section 13) hereto, 4, _ INSPECTION AND ACCEPTANCE. In the event that Products or Services ‘covered by this Agreement are subject to initial inspection before shipment or provision, ‘Vendor shall notify Company at least ten (10) Business Days in advance of the date upon which such inspection may be made. No delay in manufacturing or shipment shall be permitted because of a delay in initial inspection. All Products furnished and Services provided must beas specifiedand.will be subjectto final inspectionandapproval of Company promptly after arrival at destination or before execution of the Services. The right is reserved to reject such portion of any shipment which may be Defective or fail to comply with the Specifications, without invalidating the remainder of this Agreement. Rejected Products will be returned and Rejected Services will be remade at Vendor’s risk and expense, including all transport charges paid by Company. Full refund or credit on original Price, at Company's sole election, shall be allowed on account of such rejected Products or Services, as well as all storage and other reasonable costs. Representatives of Company reserve the right to inspect and to inquire, by any reasonable means, at any location, at any state of fabrication, and ata reasonable hours in order to determine the status and acceptability of procurement, assembly and fabrication of material covered by this Agreement and of component parts, and supplies therefore. Such inquiries shall be promptly and fully answered to the satisfaction of ‘Company. Vendor shall have all design, manufacturing and testing documentation readily available to Company and copies delivered before shipment. All Factory Acceptance Tess (FAT), Site Acceptance Tests (SAT) and any other applicable performance, integrity and reliability tests shall be performed and documented in accordance with API and all other applicable codes, including traceability records and inspection/testing of any allowed repairs. 5. _ MODIFICATION OF ORDER. Company may at any time, by written instructions, from Company to Vendor (“Change Order”), make changes in the Works to be performed ‘or the Products to be furnished or Servicesto be provided hereunder in any one or more of the following: (a) drawings, designs or Specifications; (b) method of shipment or packing, (©) time and/or place of delivery; and (d)adjustments to the quantity of Products or Services ordered and (e) adjustments to the Services provided. If such changes cause an increase or decrease in the cost of this Agreement or the corresponding Purchase Order or the time required to perform, an equitable adjustment, acceptable to the Company, shall be made and this Agreement modified in writing accordingly. Any claim hereunder must be asserted in writing within fifteen (15) days from the date of the Change Order. Whether made pursuantto this Section or by mutual agreement, Change Orders shall not be binding upon Company, except when in writing and signed by an authorized representative of Company. 6. _ INVOICES, TAXES AND PAYMENT. Vendor shall submit invoices via e-mail t lores @fermaca.commx / mespejo@fermaca.com.mx in accordance with the payment schedule described in Schedule | to the Purchase Order, with original invoices mailed to: Tarahumara Pipeline. de R.L. de C.V., Blvd. Presidente Adolfo Ruiz Cortines 3433, San Jeronimo Lidice, Magdalena Contreras, Ciudad de México, ZIP 10200, with Tax ID: ‘TPI080526EI3. Invoices for pro rata amounts will be due as provided for in the body ofthe Purchase Order or, if no schedule for payment is provided for in the body of the Purchase Order, upon the final shipment of all Products or provision of Services covered by this Agreement. Payment shall be due thirty (30) Business Days after each invoice has been received by Company. Delays in receiving invoices, errors or omissions shall be considered just cause for withholding payment without loss of cash discount privilege, provided Vendor is promptly notified of issue. Vendor shall furnishall drawings, certifications, testreports and other documentation and data, including spare parts lists, required by this Agreement in the shortest possible time. The requirements of this Agreement will not be satisfied, and final payment will not be due until all such data have been received by Company. Any sales, use or similar taxes shall be separately stated and itemized, and itis agreed that unless such taxes are separately statedon the invoicethatnone are included in the amount charged. In the event of anon-remediation of a Defect or non-compliance of Vendor's obligations pursuant tothe Agreement or applicable Purchase Order, Company shall be entitled to withhold any invoice until Vendor has remedied such Defect ot complied with its obligations. 7. RISK OF LOSS AND TITLE TO PROPERTY. Vendor shall bear the risk of loss and damage toll itemsto be suppliedhereunder until Vendor’ sdelivery obligations pursuant to the delivery term quoted in this Agreement or in any applicable Purchase Order have been ‘met. Company shall take ttle to all Products completed or in process at the point at which the Products have been inspected and accepted at the Delivery Point. All specifications, studies, designs, drawings, plans, test results, reports, inventions, patent rights (including data produced by computer or other electronic means and stored on dise, tape or any other form) and other data in any form and in whatever state of completion prepared by Vendor pursuant to this Agreement shall be provided to Company upon completion or termination of this Agreement. Company shall have the right to use same for any purpose whatsoever without tight on the part of Vendor to any additional compensation therefore. Company's representative shall be entitled at all times to inspect said materials and equipment or any pat thereof at all areas to ensure that this Section has been observed and, if it has not been observed, to clearly mark or identify as aforesaid on the materials and equipment at Vendor's cost. Materials or equipment provided by Company for incorporation into the subject of this, Agreement, and to be wrought or worked up by Vendor, shall remain the property of Company and Vendor shall affix to the said materials and equipment a label or plate, or shall mark the materials and equipment as required by Company. Upon completion of this Agreement or earlier termination of this Agreement, Vendor shall account to Company for all Company provided materials and equipment and shall reimburse Company for the cost of any Company provided items not accounted for, provided, always, that Company shall have the right to deduct the amount owing to it hereunder from any monies due or becoming due to Vendor under this Agreement. At the time of delivery of any Company furnished materials, orequipment, Vendorshall check or inspect any such item for completeness and damage and shall report in writing thercon to Company. Ifno such report has been supplied to Company with respect to any such item of materials or equipment within seven (7) days of receipt thereof by Vendor, such item shall be deemed to have been received by Vendor in complete Sand undamaged condition. If practical, Company’ s representative shall be present during any such check or inspection. Vendor guarantees that Products supplied to Company will be delivered free of any security interest or any other lien or encumbrance. 8. WARRANTY. (@lVendor warrants that the Products supplied and Services provided to Company pursuant to this Agreement, shall, on delivery to Company, (i) comply with all Specifications, (ii) be free from Defects in materials and workmanship and services, and (iii) be new and unused. All express warranties shal inure to the benefit of and be enforceable by Company. No payment or acceptance by Company hereunder shall constitute a waiver of the fore warranties shall be effective for twenty-four (24) months after the Commercial Operation or eighteen (18) months from date of shipment DAP (Delivered At Place - Incoterms 2010] at the Delivery Point, whichever occurs first. Any repair or replacement work performed by Vendor is warranted for one (1) year from completion of such repairs or replacement. If, within these specified periods, Vendor receives notice from Company of any alleged Defect in or nonconformance of any product or service or repair and if in the Company's sole judgment, the product or service or repair does not conform or is, found to be Defective in material or workmanship, then, Company may, in addition to any other remedy available to it hereunder, return the part or Product to Vendor atthe Delivery Point or reperform such nonconforming portion of the Services. Vendor shall collet the part oF Product at the Delivery Point or reperform the Services at its own cost and expense. In addition, Vendor at its option and expense, shall repair or replace the Defective part or product or service. Vendor will not be responsible for failures of Products or Services which have been in any way tampered with or altered by anyone other than Vendor (except if directed by Vendor), failures due to lack of compliance with recommended maintenance procedures or services or products which have been repaired or altered (other than by Vendor) ‘in such a way as to affect the products adversely. Vendor disclaims, and Company waives, any warranty of merchantability, fitness of the Product fora particular purpose, or any ofher ‘warranties not expressly agreed to herein. (b) Products or Services which fail to comply with the warranties specified in this Section 8, shall, at Vendor’s option, be replaced with new Products or Services or repaired at no cost ‘Company. Should any damage, Defect or affectation to Product and/or any other matter, related to the Project which presents Defectsnot be corrected by Vendor within fifteen (15) Days after receipt of Owner's written notice during the term of the Agreement, including the Warranty Period, Company shall have the right to make lll necessary alterations, repairs and replacements or to have this work performed by others, in each case, at Vendor's expense. (©) Notwithstanding the obligations contained in paragraphs a) and b) above, Vendor shall pay the following costsincurred in completing the necessary remedial and repair worksin respect of a warranty claim by Company hereunder, provided that such costs are proven by Vendor and subject to a maximum limitation of fifteen percent (15%) of the Price with respect each individual failure of any Product, with an agaregate limitation ofall costs not to exceed fifteen percent (15%) of the Total Contract Price of the applicable Purchase Order of this Agreement, and limited to (1) locating Defective Product; (2) removal, and repair of Defective Product; (3) transporting Defective and replacement Product; (4) installation of replacement Product; and (5) testing of replacement Product in compliance with API, including the prescribed procedures under Section 11 and the applicable procedures under Annex A and Annex B of the same code. The costs described in this Section 8 c) are in addition and independent to the Delay Liquidated Damages provided in Section 3 above. Eg(d) Vendor represents and warrants to Company, that there is no legal proceeding pending or, ‘Vendor's knowledge, threatened againstitorany ofits A filiates that couldaftect the validity of this Agreement and Purchase Order or ts ability to perform its obligations hereunder, and has not been reported or identified as a non-compliant company by any mexican governmental authority orany other applicableauthority, includingany labor, social security, financial or administrative authority. 9. INDEMNITY. (a) VENDOR SHALL INDEMNIFY AND HOLD HARMLESS COMPANY, COMPANY’S EMPLOYEES AND AGENTS IN RESPECT OF ALL DAMAGE TO PROPERTY OR INJURY (INCLUDING DEATH) OCCURRING TOANY THIRD PARTY AND AGAINST ALL THIRD PARTY ACTIONS, SUITS, CLAIMS, DEMANDS, COSTS, CHARGES OR EXPENSES (INCLUDING LEGAL FEES AND COSTS INCURRED) ARISING IN CONNECTION THEREWITH TO THE EXTENT THAT THE SAME SHALL HAVE BEEN OCCASIONED DUE TO WANT OF SATISFACTORY QUALITY OF ANY OF THE PRODUCT OR SERVICES, OR BY THE NEGLIGENCE, WILLFUL MISCONDUCT, BREACH OF CONTRACT OR FRAUD OF VENDOR, ITS OFFICERS, SERVANTS, AGENTS AND/OR EMPLOYEES. THE FOREGOING INDEMNIFICATION SHALL APPLY WHETHER OR NOT SUCH INDEMNIFIED LIABILITIES AREIN ANY WAY OR TO ANY EXTENT OWED, IN WHOLE OR IN PART, UNDER ANY CLAIM OR THEORY OF STRICT LIABILITY, OR ARE CAUSED, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OF VENDOR. (b) COMPANY SHALL INDEMNIFY AND HOLD HARMLESS VENDOR, VENDOR'S EMPLOYEES AND AGENTS AGAINST EITHER ANY PHYSICAL DAMAGE TO THIRD PARTIES’ PROPERTY OR BODILY INJURY (INCLUDING DEATH) TO PERSONS OR AGAINST ALL ACTIONS, SUITS, CLAIMS, DEMANDS, COSTS, CHARGES OR EXPENSES (INCLUDING LEGAL FEES AND COSTS INCURRED) ARISING IN CONNECTION THEREWITH, TO THE EXTENT THAT SUCH LIABILITY RESULTS DIRECTLY FROM THE NEGLIGENCE, WILLFUL MISCONDUCT OR FRAUD OF COMPANY ITS OFFICERS, SERVANTS, AGENTS AND/OR EMPLOYEES WHILE ENGAGED IN ACTIVITIES UNDER THIS AGREEMENT. THE FOREGOING INDEMNIFICATION SHALL APPLY WHETHER OR NOT SUCH INDEMNIFIED LIABILITIES AREIN ANY WAY OR TO ANY EXTENT OWED, IN WHOLE OR IN PART, UNDER ANY CLAIM OR THEORY OF STRICT LIABILITY, OR ARE CAUSED, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OF COMPANY; PROVIDED, COMPANY SHALL HAVE NO OBLIGATION TO VENDOR UNDER THE PREVIOUS SENTENCE TO THE EXTENT RESULTING FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF VENDOR AS DETERMINED BY A FINAL, NON-APPEALABLE JUDGMENT OF A COURT OF COMPETENT JURISDICTION.(© IN THE EVENT SUCH DAMAGE OR INJURY IS CAUSED BY THE JOINT OR CONCURRENT NEGLIGENCE OF VENDOR AND COMPANY, THE LOSS SHALL BE BORNE BY EACH PARTY IN PROPORTION TO ITS NEGLIGENCE. (d) NEITHER PARTY SHALL BE ENTITLED TO RECOVER ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, REMOTE OR SPECULATIVE DAMAGES OR DAMAGES FOR LOST PROFITS OF ANY KIND ARISING UNDER OR IN CONNECTION WITH THIS ORDER OR THE TRANSACTIONS CONTEMPLATED HEREBY, EXCEPT TO THE EXTENT SUCH DAMAGES RELATE TO THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH PARTY. 10. INSURANCE. (a) Vendor shall effect and maintain the insurance specified in the Purchase Order, in the amounts and including the minimum terms specified therein. (©) Vendor shall, upon request by Company, provide Company with appropriate evidence that the insurances specified in the Purchase Order have been procured and are in force. 11, INTELLECTUAL PROPERTY INDEMNITY. Vendor agrees to indemnify and hold harmless Company andits Affiliates fromany claimof any third party (and all associated liabilities, fines, losses, damages, costs and expenses, including reasonable attorney's fees) ‘that the Product or any part thereof furnished hereunder, or by reason of the manner in which this Agreement is performed, infringes, violates or misappropriates any Intellectual Property of any third party (an “Infringement Claim”). The preceding sentence shall be applicable during the performance of this Agreement or the utilization of the results of this Agreement Should any Product, or any portion thereof, become the subject of an Infringement Claim, ‘Vendor shall at its sole expense (a) procure for Company the right to continue using the Product consistent with the requirements in this Agreement or (b) modify or replace the Productin whole or in part with a compatible, functional equivalentto makeitnon-in ringing and compliant with the requirements of this Agreement. Vendor shal! obtain a patent indemnity, if obtainable, for any items designed, manufactured or supplied by others forthe benefit of Company. 12, LIENS. Asa condition precedent to any payment, Vendor shall deliver to Company a release of liens in such form as Company may require. Vendor shall not permit any lien, including a tax lien, or charge to attach to the Products or Services. If any such lien does 30 become attached, Vendor shall promptly procures release andindemnify and hold Company harmless from such losses, costs, damages or expenses incidental thereto including court costs and attorney's fees. 13. TERMINATION. (@) Company shall have the right to terminate this Agreement at any time upon twenty-four (24) hours written notice to Vendor. On receipt of notice, Vendor shall, unless the notice requires otherwise, immediately discontinue the work or services and the placing of orders for materials, equipment and supplies in connection with performance of this Agreement and shall, if requested, make every reasonable effort to cancel all existing orders or contracts and shall thereafter do only such work as may benecessary to preserve and protect work already in progress and to protect material, plant and equipment on site or in transit thereto. ae oe(b) If this Agreement is cancelled for convenience by Company, Company shall pay to Vendor a percentage ofthe value of the ordered materials allocated to the Purchase Order and for all services properly performed, as provided in the chart below: Phase Description %of P/O value ‘A__| Within the 1" to the 7" day of cancellation 15% B_| Within the 8* to the 14* day of cancellation 35% ‘C_| Within the 15* to the 27" day of cancellation 70% 'D_| Within the 224 to the 27" day of cancellation. 90% E | Within the 27* to the 35" day of cancellation 100% provided, that Vendor shall promptly deliver all previously finished Products, all unfinished Products fr Services, and all materials purchased in connection with the unfinished Products or Services to ‘Company and Company shall own such Products or Services and materials. Vendor agrees to provide reasonable assistance in disposition of unfinished Produets or Services and materials, at Company's request. (©) If Vendor neglects to properly prosecute the performance of this Agreement, or fails to perform any material provision, or if it is adjudged bankrupt, or if it makes a general assignment for the benefit of its creditors, or if a receiver is appointed on account of its insolvency, orf it fails to make payment to Subcontractors for material or labor promptly after receipt of funds from Company, or if it commits any material violations of public laws or ordinances, then, without limiting the rights and remedies of Company hereunder, at law or in equity, Company may, upon ten (10) days written notice to Vendor, terminate this ‘Agreement if Vendor fails to commence and diligently pursuea remedy within such time period. Company may enter upon the work site(s) and Vendor shall make available and load- out on Company-fumished transport at the work site(s) at Vendor's expense the work and all ‘materials and supplies which are identified for use or incorporation in the work. Company shall retake possession of any work, materials and supplies and may finish the work by whatever method it may deem expedient, including the hiring of any contractor(s) and the assignment by Vendor to Company of all or the relevant part of the rights, titles, liabilities and subcontracts relating to this Agreement, which Vendor may have acquired or entered into. In such case, Vendorshall be entitled to receive compensation for all work completed as of the date of termination and for the duly documented cost of materials and supplies delivered to Company. The Parties agree that monetary damages for any breach of the provisions of this Agreement are inadequate and that the Company is entitled to appropriate ‘equitable relief (including without limitation, specific performance). 14, AUDIT — INSPECTION OF RECORDS. Vendor shall maintain a complete, correct and confidential set of records in connection with this Agreement and all transactions related thereto and shall retain all such records per Vendor's written retention policy and in accordance with the Specifications as set out in each Purchase Order and API requirement. From the effective date of this Agreement and within the time period mentioned above, Company shall have the right, duringregularly scheduled business hours, to inspectand audit the design, procedures, controls, and quality records of Vendor related to the performance of this Agreement, Such audit shall not apply to the composition of fixed rates or fixed lump sums contained in the Purchase Order at the effective date of the Purchase Order nor to the composition of subsequently agreed lump sums. Company's claims for omissions, corrections or errors in charges and credits for Company's or Vendor's account and ‘overpayments of amounts billed by Vendor and others noted above may be presented any time during the course of performance and before expiration of eighteen (18) months afler aacceptance. A written response to Company's claim for such omissions, corrections or errors in charges and credits for Company’s account shall be made by Vendor as soon as practical, but in no event later than thirty (30) days from date of such claims. Any amount by which payment to Vendor by Company exceeds the amount due to Vendor as shown by such audit, shall be forthwith returned to Company. 15. FORCE MAJEURE. If, because of Force Majeure (as defined below), either party hereto is unable to carry out any of its obligations under this Agreement, other than the obligations to pay money due hereunder, andif such party promptly gives to the other party hereto written notice of such Force Majeure, then the obligations of the party giving such notice shall be suspended to the extent made necessary by such Force Majeure and during its continuance, provided that the party giving such notice shall use its best efforts to remedy such Force Majeure insofar as possible with all reasonable dispatch. The term “Force “Majeure” as used herein shall mean any event which (a) makes it impossible forthe affected Party to timely comply with its obligations under this Agreement, (b) such act or events, beyond the reasonable control of the affected Party, (c) such act or eventis not the result of any breach or negligence of theaffected Party, and (d) could not be avoided by the affected Party by the exercise of due diligence, including the spending of a reasonable sum of money in accordance with prudent industry practices, and shall include (subject to satisfaction of the requirements in clauses (a) to (d) above), but is not limited to, acts of God, acts of public enemy, insurrections, riots, fires, explosions, floods, breakdowns or damage to plants, equipment or facilities, embargoes, or orders or acts of civil or military authority. Upon cessation of the Force Majeure event, the Party that had given original notice shall again promptly give written notice to the other Party of such cessation. In the event that a Force Majeure event continues for more than 90 consecutive days, then the Party that received the written notice by the affected Party may be entitled to terminate this Agreement and the corresponding Purchase Orders affected by the Force Majeure event It is expressly agreed that a Force Majeure Event will not include any of the following events: (A) economic hardship; (B) changes in market conditions; (C) delay in the performance by any contractor orin the delivery of any machinery, material and equipment, spare parts or consumer goods. The affected Party will make every reasonable effort to minimize any possible additional impact on time, costs and expenses with due diligence in case of Force Majeure. The Parties acknowledge that the COVID-19 pandemic exists and that, as of the Effective Date, no Force Majeure associated with the COVID-19 pandemic has occurred. However, given the ongoing nature of COVID-19, the effects and impacts associated with COVID- 19 cannot, in all cases, be anticipated or avoided. As such, the Parties agree that an event which would otherwise ‘qualify as a Force Majeure event shall not be rendered invalid solely because it is associated with or relates back to COVID-19, provided, any such event shall qualify asa Force Majeure solely to the extent the failure or delay in the performance of the affected Party's obligation directly results from Governmental Authority action taken in response to COVID-19 that prevents or delays such Party’s (orits Affiliate's) personnelsmovementto and from the Site. 16, NONDISCLOSURE AND OWNERSHIP. All drawings, documents and information supplied by Company to Vendor or developed for the purpose of this Agreement or as may arise out of the performance of this Agreement shall be and shall remain the property of Company and shall be retumed to Company when this Agreement is completed or terminated. All drawings, documents and information connected with this Agreement and obtained by Vendor or developed for the purpose of this Agreement shall be kept in secrecy and confidence and shall not be reproduced or used other than for the purpose of this Agreement and shall not be divulged to any third person, save and except Vendor's Affiliates and Subcontractors andits or their respective employees, servants andagents whoare actively engaged in performance of this Agreement to the extent that they need to know, without theprior approval of Company. Vendor shall not publish or permitto be published or supplied to the press or other news media (including house magazines) any information regarding or photographs of the subject of this Agreement, including the award of this Agreement or Company's business, nor take any photographs thereof without the prior approval of Company. This confidentiality obligation shall continue notwithstanding the completion or ‘termination of this Agreement. Vendor shall ensure that the provisions of this Section are accepted and carried out by its employees, servants and agents and its Affiliates, Subcontractors, suppliers and consultants and their respective employees, servants and agents. Vendor agrees that all inventions, patent rights and developments or other rights of any nature and all materials, products and techniques which result from the services rendered by Vendor hereunder are to be vested in Company as its exclusive property; and all information and records relating thereto, shall belong exclusively to Company. Vendor agrees whether or not then employed by Company to execute and deliver at the request of Company any documents that Company may deem necessary to establish and maintain its aforesaid exclusive rights and property 17. TOOLS, MATERIALS, AND DATA. If any designs, sketches, drawings, blueprints,patterns, dies, molds, masks, software, models, tools, gauges, equipment special appliances shouldbe madeor procuredby Vendor especially for producing the items covered by this Agreement and the cost of which is paid by Company, then immediately upon manufacture or procurement they shall become the property of Company. Vendor shall ‘maintain a current inventory list of the foregoing. Any such item or data shall (a) become and shall be identified as property of Company; (b) be held by Vendor on consignment at Vendor's risk; (c) be used exclusively in the production for Company of items required by this Agreement; (d) be subject to disposition by Company at any and all times, and upon ‘demand they shall be returned to Company. The Vendor shall establish procedures forthe adequate storage, maintenance and inspection of the foregoing and shall maintain inspection and inventory records therefore which shall be available to Company upon request. 18, HEALTH, SAFETY AND ENVIRONMENT. Vendor shall perform this ‘Agreement with aconstant concern for the protection of persons, respect forthe environment and safeguarding of the assets. Vendor must inform Company without delay of any accident concerning persons, the environment or assets arising out of performance of this Agreement Vendor hereunder’ shall strictly comply with the requirements and provisions of this Agreement and any guidelines imposed by the Secretaria del Medio Ambiente y Recursos Naturales (SEMARNAT) including the guidelines for implementing and authorizing the Management System for Health, Safety and Environment (SASISOPA) regarding Contractor's safety and shall maintain through the execution of the Agreement an integrated ‘management system that complies with ISO 9001:2015, ISO 14001: 2015, ISO 45001-2015 or ts equivalent guidelines. Vendor shall deliver to Owner all documentation that proves the compliance with such SASISOPA guidelines with the form and timeframe established by ‘Owner and shall allow Owner to perform audits to verify compliance with SASISOPA guidelines. 19. QUALITY ASSURANCE. Vendor shall have established ¢ Quality Assurance QA”) and Quality Control (“QC”) system applicable to work performed under this Agreementthat complies with Company QA/QC systemrequirements. Vendor acknowledges that compliance with the QA/QC system is essential, and Company shall have full access to Vendor's facilities to verify such compliance. If Company determines that Vendor has not complied with the QA/QC system, then in addition to any other remedy, Company may intervene to ensure compliance and/or reject any work/materials provided hereunder which has been affected by such non-compliance. 30 (thirty) days after the Effective Date Vendor shall establish and provide to Owner a Quality Assurance, Safety and Environmental Plan(Sistema de Gestidn de la Calidady Sistema de Gestién Ambiental) anda Safety and Security Plan (Sistema de Gestin de Seguridad y Salud en el Trabajo) adequate for the Project and thereafter comply with such all requirements and SASISOPA principles. 20. COMPLIANCE WITHLAWS. By acceptance of this Agreement, Vendor warrants thatthe manufacture and sale of Products and provision of Services, materials and services referred to herein, and shipment and delivery thereof, will conform to applicable Federal and State laws, orders, rules and regulations, including but not limited to price control, fair labor standards, employment of aliens and minors, occupational health and safety. Vendorshall censure that the provisions of this Section are included in all contracts itenters into with any of its Subcontractors involved in this Agreement. Notwithstanding anything to the contrary elsewhere in this Agreement, Vendor shall indemnify and hold Company harmless from and against any and all losses, claims, demands, proceedings, costs, damages, charges and expenses which may arise or accrue because of failure or neglect of Vendor, its Subcontractors or its ortheirrespectiveemployees, servants or agents to complyas aforesaid. ‘Additionally, Vendor acknowledges and obliges to comply with the guidelines established in ‘Owner's Code of Conduct and Ethics, which can be found at https://www.fermaca.com.mw. Contractor shall immediately inform Owner in writing of any breach or violation to such Code of Conduct and Ethies 21. AMENDMENTS-NOTICES. The terms and conditions contained in this ‘Agreement may not be added to, modified, superseded or otherwise altered except by a written modification signed by an authorized representative of Company and an authorized representative of Vendor, All notices under this Agreement shall be in writing and addressed to Company or Vendor as the case may be according to the relevant details of each Party as set out in the Purchase Order. 22, WAIVERS. The failure of either Party to insist upon any of its rights under this Agreement upon one or more occasions, or to exercise any of its rights, shall not be deemed waiver of such rights on any subsequent occasions. No waiver by either Party of any breach of any of the covenants or conditionsherein contained shall be construed a waiver of any succeeding breach of the same or of any other covenant or condition. 23. EFFECT OF COMPANY’S APPROVAL. Any approval of Company shall not relieve Vendor of any duty, responsibility or obligation imposed on it by any provision of this Agreement, 24. SURVIVING OBLIGATIONS. The provisions of this Agreement pertaining to Warranty, Indemnity, Intellectual Property Indemnity, Audit, and Nondisclosure and ‘Ownership shall continue in full force and effect notwithstanding the fact that Company has accepted and paid for any work or services provided, or products purchased hereunder. 25, _ ASSIGNMENT. This Agreement or any interest hereunder shall not be assigned or ‘transferred by the Vendor without the prior written consent of Company. Company shall not ‘consentto any proposedassignmentunless and until the Vendor furnishes Company with two (2) executed copies of the assignment. Company may at any time assign or transfer any interest hereunder as security to any financial institutions (the “ Lenders”) or an agent or trustee of the same who are providing financing to Company or to its Affiliates. Vendor acknowledges that Vendormaybe requestedto enter into adirect agreement with the Lenders in connection with such financing and agrees to enter into any such agreement in the form as Company and the Lenders may reasonably request, provided that no such agreement shall impose any greater obligation (other than giving Lenders direct notices, opportunity to cure and similar procedural provisions) or liability on Vendor.26. SEVERABILITY OF PROVISIONS. The invalidity, illegality andéor unenforceability of any provisions) of this Agreement shall in no way affect or impair the validity, legality and enforceability of the remaining provisions hereof, 27. GOVERNING LAW. This Agreement shall be governed by, interpreted, and enforced in accordance with the laws of Mexico, without regard to conflicts of laws. 28. _ ARBITRATION. Any litigation, dispute or claim resulting from this Agreement or related to its non-compliance, revocation or nullity (a “Covered Dispute”), shall be finally settled by arbitration by three (3) arbitrators in accordance with the Rules of Arbitration of the International Chamber of Commerce in effect at the time of commencement The arbitration shall take place in Mexico City and the language that shall be used in the arbitration is Spanish. The parties hereby waive any right they may have to submit any Covered Dispute to any other jurisdiction or forum by reason of their present or future domicile or otherwise, and further waive any right they may have to appeal any arbitration award issued in accordance with this paragraph. 29. FOREIGN CORRUPT PRACTICES ACT. Each Partyherebyrepresents and warrants to the other Party that it and its respective employees, officers, directors, agents, representatives, Affiliates and associates have each conducted (and will continue to conduct) all of their respective activities in connection with the Work and the Project, including the application for and receipt of all Permits, approvals and exemptions required for the ownership and operation of the Facility, in accordance with all, and without violation of any, applicable Laws, regulations and other requirements ofall national and foreign Governmental ‘Authorities and all political subdivisions and agencies thereof, and specifically in accordance with the Foreign CorruptPractices Actofthe United States of America, as itmay be amended from time to time (the “FCPA”) orthe Laws of Mexicoor any Laws of any jurisdiction where Contractor operatestelating to payments for the purpose of influencing an act or decision of a Governmental Authority or Official. Each Party warrants and represents to the other Party ‘that neither it nor any of its officers, directors, employees, agents or other representatives has performed or will perform any of the following acts in connection with this Agreement, any sale made or to be made hereunder or in connection herewith, any compensation paid or to be paid hereunder, any payment made or to be made hereunder, or any other transactions involving the business interests of either Party: offer or promise to pay, or authorize the payment of, any money, or give or promise to give, or authorize the giving of, any services or anything else of value, either directly or through a third party, to any Official for the purpose of (i) influencing any act or decision of that person in his official capacity, including a decision to fail to perform his official functions with such government or instrumentalties, (ii) inducing such person to use his influence with such government or instrumentalities to affect or influence any act or decision thereof, (ii) securing any improper advantage with respect to the Work or otherwise, or (iv) taking any action that would subject the other Party to liability or penalty under the FCPA or any other similar Laws. Each Party hereby represents that its participation in the Work as contemplated herein is legal under the Laws of the United Mexican States and all political subdivisions thereof. Each Party hereby represents that none of its shareholders are Officials or immediate family members of any Official. 30. ENTIRE AGREEMENT. This Agreement together with attachments and signed ‘Addendums, if any, containall the agreements and conditions of sale andno course of dealing ‘or usage of the trade shall be applicable unless expressly incorporated in this Agreement. Each delivery shall be deemed to be only upon the terms and conditions contained in the Agreement notwithstanding any terms and conditions that may be contained in any invoice or other form of the Vendor, and notwithstanding Company’s act of accepting or paying for any delivery or similar act of the Company.31. COUNTERPARTS. This Agreement and its Purchase Orders may be executed in any number of counterparts and by the Parties to it on separate counterparts, each of which when executed and delivered shali be an original but ll the counterparts together constitute one instrument.In witness whereof, the Parties have executed this Agreement as of the date first set forth above. COMPANY TARAHUMARA PIPELINE, S. DE RL.DECV. VENDOR LUIS ALBERTO RODRIGUEZ ALANISEXHIBIT A Purehase Order No. 1 ‘THIS PURCHASE ORDER NO.1 (the “Purchase Order”) is made as of January 17, 2022 BETWEEN: (1) TARAHUMARA PIPELINE, 8. DE R.L. DE C.V., having its office at Boulevard Adolfo Ruiz Cortines No. 3433, Col. San Jerénimo Lidice, Del. Magdalena Contreras, C.P.10200, Ciudad de Mexico, Mexico (hereinafter referred to as “Company”); and (2) LUIS ALBERTO RODRIGUEZ ALANIS, having its offices at Calle Secta #260, Colonia Prolongacién Longoria, Reynosa, Tamaulipas, (hereinafter referred to as “Vendor”, and, together with the Company, the “Parties” and each, a “Party”). WHEREAS (A) Company is engaged in a project required for installation of a check valve at the MRCS ‘TPL-SIS, for the interconnection of TPL — Gloria a Dios located at San Isidro, Ciudad Judrez, Chihuahua (the “Project”); (B) The Company and Vendor have entered into that certain Products Supply and Services Agreement, dated as of January 17%, 2022, (the “Produets Supply and Services Agreement”); (©) The Parties now wish that the Vendor provide to the Company, detailed engineering calibration and certification services, mechanical and civil works, bracket cutting and welding services, valve installation services, tests, pre-commissioning and startup services, supply of necessary materials for the correct installation of the 36-inch valve (the “Services"), pursuant to the terms and conditions of the Products Supply and Services Agreement. THE COMPANY AND VENDOR AGREE AS FOLLOWS: In this Purchase Order, unless otherwise defined herein, words and expressions shall have the same ‘meanings as are respectively assigned to them in the Products Supply and Services Agreement. A. The following documents shall be deemed to constitute the entire agreement between the Parties: a. The Products Supply and Services Agreement; b. This Purchase OrderNo. |, including the schedules attached here to (the Schedules”) B. In the eventof any discrepancy, ambiguity or divergence between any of the documents forming part of the Agreement, the same shall be resolved by applying the following order of precedence: a. This Purchase Order; b. The Schedules (including the technical requirements set out in Schedule 2 to this Purchase Order); ¢. The Products Supply and Services Agreement;ic z In consideration of the payments to be made by the Company to the Vendoras herein after mentioned, the Vendor hereby covenants with the Company to execute and complete the Works necessary for the supply of the Products (including the remedying of any Defect in the Product) in conformity with the provisions of the Products Supply and Services Agreement. ‘The Company hereby covenants to pay the Vendor, in consideration of the execution and completion of the Works, and the supply of the Products (including the remedying of any Defect in the Product), the Price at the times and in the manner prescribed by this Purchase Order and the Products Supply and Services Agreement. ‘The contractual Delivery Point shall be: San Isidro, Ciudad Juarez, Chihuahua. ‘The Product will be contractually delivered to the Delivery Point pursuant to the delivery schedule described in Schedule 3 of this Purchase Order and subject to the conditions described in Schedule 4 of this Purchase Order and Section 3 of the Products Supply and Services Agreement. ‘The Product shall be as described in Schedule 2 of this Purchase Order. The fixed and firm Price for the supply of the Product is: MXN $1,435,606.96 (One million four hundred thirty-five thousand six hundred six pesos 96/100 M.N.) plus value added tax (VAT) for the design, assembly, factory testing, site testing and delivery of the Product (the “Total Contract Price”). The Price shall be paid in accordance with the payment terms and conditions set out in ‘Schedule | of this Purchase Order and in Section 6 of the Products Supply and Services. Agreement. ‘The liability of the Vendor in respect of Delay Liquidated Damages is set out in Section 3 of the Products Supply and Services Agreement. To guarantee the compliance of Vendor's obligationshereunder (and.as a condition to any payment obligations of the Company to Vendor), Vendor shall deliver to the Company within five (5) days of the signature of this Purchase Order, a Performance Bond in an amount equal to ten percent (10%) of the Total Contract Price of this Purchase Order, to be in terms satisfactory to the Company and Article 3 of the Products Supply and Services Agreement. Once the Products have been fully delivered to the Company, the mentioned. Performance Bond shall be replaced by a Defects Bond in an amount equal to ten percent (10%) of the Total Contract Price of this Purchase Order, bothissuedby an acceptable credit provider, and such Letters of Credit shall be govemed by Mexican Law. Capitalized terms not otherwise defined herein shall have the meaning set forth in the Agreement.1 ‘Schedule 1 Payment Terms and Conditions Payment Schedule: i) 20% of Total Contract Price as initial payment upon execution of this Purchase Order; ii) 20% of Total Contract Price upon delivery and approval of engineering; iit) 40% of Total Contract Price upon execution of activities; iv) 20% of Total Contract Price upon delivery of ull quality dossier. Price Basis and Conditions: 100% of Price to be paid in USD. ‘A 10% per annum interest rate sh Company. apply on any past due amounts to Vendor not paid by Delivery At Place (DAP) atthe Delivery Point (Incoterms 2010). Invoieing to be made on an item-by-item basis. ‘Taxes, costs and fees in connection with the import of the Product into Mexico shall be bom exclusively by Vendor. Vendor will be responsible for all import licenses, permits and/or authorizations required to import the Product. Invoice shall be accompanied by a signed estimation in Buyer's Engineer format, Payment will be due within thirty (30) business days afterreceipt of invoice. Payments to Vendor to be made to the following bank account:L Schedule 2 Product Description and Specifications Product and Services Description - (the “Total Product Order”) Asestablished in Vendor's Quote No. LRF2024, attached herein as Attachment 1. Servicio para instalacién de valvula check de 36"0 clase 600 [ACTIVIDADES PREVIAS Tnchye:localzacgn del puntodecolocacion dela valvala, median de copado disponible a _| eomequipedemedicn, incuye: materiales consumibes, EPP (equipo paratrabsjoen | yng | 1 Situras sl eplca) equlposy herramientes mpi del dreay todo lo necauaro para ou correcta ubicnaén 2 FINGENTERIA DE DETALLE TINGENIERIA DE DETALLE:Incluye Rick Of Meeting y Fecorrido alsiio de Wabajo, 21 _ | esto servirapara la dennicionde alcances téenicos y de responsabitidades dentro de | LoTe | 1 Jos limites de bateria Z3_—[ Entrega de documentos Aa Dull una carpeta en Falco y dos electronics, Tore | SUMINISTRO DE MATERIALES ai) Stministrode materiales incuyen: almacenaje, wasladoastode obra descarga, |__| - 1 | izaje,recubrimientos anticorrosivos parapreservaci6n. Ga | Materales para abricacon de soportes permanentes induye andl defexbiidad, [tore | 2 fabricacién, certificados de materiales, traslado, maniobras de izaje. instalacion, ‘Adicionales Incluye: Consumibles, maquinasy herramientas, EPP de acuerdoa las 35 | actividades quese van realizar,epuestos para puestaen marcha repuestos parades | LOTE | 1 alos, Asistencia parapre-comisionamiento, Capaciacion técnica SEGURIDAD YMEDIO AMBIENTE Ti] Ineluye:seleccign,suministro, cofocacin en sito, cerficaciones yealibraciones || - ‘Suministroe instalacln de sefalizacin, rutasdeevacuacin, cons, barriadas, a2 delimitacion de area de trabajo. eed 44 ‘Krea de almacenamiento y resguardo de equipo en el sitio de los trabajos LoTe | 1 45 | Equipode luminacén, combusuble para equipos compresar ehidratadign del personal —[ LOTE_[-T “£6 | Suminlstro de depésitos para esiducs dasifiando los materials segin corresponda. | LOTE | 1 uipo para monitoreo de atmosferas explosiva,extintr y personal contra incendie, ano 4.7 | deviento its antderrames, contenedoresderesiduos pelgrosos ys disposién final, | LOTE | 1 velador delosequlpos en eléres asignada, | CONSTRUCCION INTERCONEXION (EPC) Gi | Insluye:Trabajos mocinicosyeivies, mavilzacion equipo personal enico@al || _ contratista al sito de la obra 52__| Trabajos Mecinicos: Tetiro de seccion de tbocon valvalasyaccosoron de J07O vam delongimad (vorplans | instalaedn de vlvula check 53. | TPL-IN-ME-PRO-001), incuye:personalcaiicado,retio de empaquesy espirragos.izajey | LOTE | 1 envio almacén,limplea de Sea, esaleras, andamios,y todo lo necesarlo para u correcta desinstalacion y operacén, Ta] Median de espacio disponibs para omen de vavaa nduye persoaTaMiada Tore | a equipo de medicién_ Tnstaladn de vilvla hed 30"taduiye: waslado, aniobraade ae, descarga colon 56 | enti, clocacin de empaquesy esparrago,torqueo de elementos bridados, none 6 | procedimients, equlpoy herramienta de torquea,Instalacin de soportes temporales y | permanente inpiezs del ires. Tistalacion de soporte permanente de acuerdo con plano Upico de sopartes para alvales 5.7 | 160002-8c-ING-7-DW.001, incuye:manlobras, equipo, herramientas,manodeobray | LOTE | 1 todo lo necesaro par su correcta instalacén. ‘0 _| Trabafos Giviles:Constracdn y colocedin de soportes para vilvula check de acuerdoa planotpico de 5.11 | soportes para vélvulas 16002-BC-ING-T-DW-001, incluye Obra Civil, pruebasypuestaen | LOTE | 1 Marcha. “Trazo y niveladion del terreno, inchuye: equipo, herramienta,cargay acarreo de material sobrante a vortodoroy todo lo necesario para su correcta operacién, “Excavacion del area de registro con maquina en material po Ily Il el fondo dela, 5.13 | excavacién deberd compactarse al 90% desu PVSM. Incluye cargay acarreodematerial | m3 | 1 sobrantea vertedero, 5.14 _| Plantilia base de concreto resistencia Fe= 100 Kaen ma ‘Suministro y colocacion de soporte para lvula, incluye andajey placa base, suministro y 5.15 | habilitado de acero de refuerzo y=4200 kg/cm2, en sa, muros, base para acceso, dalasy | LOTE | 1 saz m |t castles. [ S116 Cimbra doy descimbrado con acabada aparente mt | PUESTA ENSERVICIO. Puesta en Operacion (Pre-comisionamiento) inchiye: Maquinas, herramientas, consumibles 2 _| ytodo lo necesario parasu correcta operactén, eee 7 [-PUESTAENSERVICIO qa KiedeAilamlento plato para VAUVUA CHECK S®°GOOWRE SERTEA Espeaincn de | ore | brida: ANSI36"NPT, 6004, 0.75" esp. RESERIEA IL. Specifications, dimensions and pricing.’ Specifications as established in Vendor's Quote No. LRF2024, attached herein as Attachment 1. Timpore cou leva: Ua Millon Cuatrocintos Treinta y Cinco Mil Sesientos Sls Pesos 967100 ALN. ‘Condiciones Tecnicas y Comerciales: Disponibilidad: 5 dias hébiles para estar en sitio. Incluye supervision de obra, seguridad industrial y calidad durante la duracién del proyecto. ‘Todo el personal asignado ai proyecto sera presentado con su documentacion de : IMSS, EXAMENES PCR, CURSOS BASICOS. Todos los equipos que requieren de calibracién serén presentados con documentacion vigente. ‘Se considera las condiciones necesarias de seguridad, salud c higiene adecuadas.a cada personal en su funcién. Se considera un otal de 14 dias habiles para el desarrollo completo de la actividad. El tiempo de ejecucién puede variar dependiendo de las circunstancias que se presenten en el érea ‘como: clima, paros programados, etc. EL CLIENTE entregara la linea. intervenir deserergizada para realizar los procesos de forma segura. EL CLIENTE suministram todos los materiales NO CONSUMIBLES a instalar: valvula, espérragos, espiro metilicos, etc. Garantia de obra realizada seré por Precios sujetos al total de a cotizaci Precios més I.V.A. alo a partir de la fecha de conclusién dela obra.‘Schedule 3. Contractual Delivery Schedule Product deliveries by Vendor will be implemented as follows:UL ‘Schedule 4 Delivery Terms and Conditions General Terms of Delivery a) Thedelivery ofthe Total Product Order quantity willbe by truck with Product cargoes loaded ‘onto truck cars and delivered at the Delivery Point (Delivery At Place Paid - DAP) located in San Isidro, Ciudad Juérez, Chihuahua, (Company may designate within ten (10) days after signing the Products Supply and Services Agreement an alternative Delivery Point). Vendor ‘may adjust the Price as a result of an increase of freight cost as a result of changing the original Delivery Point by + S0km. b) The Delivery Point shall be ready, in good condition and adequate to receive the Product. In case Delivery Point needs to be modified and/or extended, the total cost will be to the ‘Company or Company's contractor account at their full responsibility. ©) Company and Vendor will inspect the product before issuing acceptance of the cargo, only then will Company or Company’s contractor be responsible to unload the Product from truck at Delivery Point. All damage caused to Product once it has arrived and unloaded at the Delivery Point will be the Company's responsibility, including handling, maneuvers and storage. 4) Company will have adequate insurance and cause its contractors to have adequate insurance from the custody transfer point onwards. Vendor will have the same insurance coverage up until the custody transfer point. €) Custody transfer will take place upon arrival of trucks at the Delivery Point after the Product is unloaded and after inspection and acceptance by Vendor, Company or its representatives. ‘Technical Specifications of Delivery: a) Generally, to conform to (i) API 6D; (ii) the Agreement.