TITAS GAS TRANSMISSION & DISTRIBUTION CO. LTD.

(A COMPANY OF PETROBANGLA)
TITAS Titas Gas Bhaban, 105, Kazi Nazrul Islam Avenue, Kawran Bazar C/A, Dhaka-1215, Bangladesh.
GAS
Fax: +880-2-8113031/ 9120513 Phone: +880-2-8119380 PABX: +880-2-8112135-42 E.Mail: mdtgas@dbn-bd.com
1964

PURCHASE ORDER
M/s. Mueller Co., Order No : PD.2312/385-DIST/DRILL/SP
500 West Eldorado Street, Date : 04-10-2006
Decatur, Illinois 62522,
Your Qtn. : No. INT68053006
U.S.A.
Date : 02-06-2006
Through M/s. Supreme Overseas Corp. Ltd., Mode of Dispatch : By Sea Freight
26, Chamelibagh (1st Floor),
Shantinagar, By Date : Within 14 Weeks on receipt of L/C.
Dhaka-1217.
Terms : CFR (Chittagong) Basis.
Please supply the goods shown below on the terms and conditions indicated in this purchase order.

Item No. Description Qty. Unit Rat Total Value

e
THE ACCESSORIES/ATTACHMENTS OF LARGE DRILLING US$.36,255.86
MACHINE (MUELLER MODEL NO. C1-36) AS PER DETAILED
DESCRIPTIONS, QUANTITIES AND RATE SHOWN IN THE
ENCLOSED LIST OF MATERIALS.
Total FCA Price US$.36,255.86
(+) Estimated Ocean Freight Charges up to Chittagong Port US$. 1,156.50
(to be paid at actual subject to maximum allowed here)
TOTAL CFR (CHITTAGONG) BY SEA PRICE US$.37,412.36
(-) 2% Agency Commission on FCA Price to be paid US$. 725.12
in Local Currency to M/s. Supreme Overseas Corp. Ltd.,, Dhaka
NET CFR (CHITTAGONG) BY SEA PRICE, PAYABLE THROUGH L/C US$.36,687.24
Note:- a) Please acknowledge receipt of this order and return one copy
with seal and signature on each page.

NOTE TO SUPPLIERS: For Titas Gas Transmission &

SHIPPING MARKS:
Distribution Co. Ltd.
1. Goods should be suitably packed for
D
safe transit and must be marked as in
the left hand corner.
T COY T
2. Payment will be made through Letter
G of Credit on presentation of original
shipping documents.
ORDER NO: PD.2312/385- 3. Documents and all correspondences
DIST/DRILL/SP must quote the order number. Copy to :
1) Bank 6) Insurance
4. Detailed Terms and Conditions of the
2) Customs 7) User Dept.
Purchase Order are as enclosed.
COUNTRY OF ORIGIN: U.S.A. 3) Accounts 8) Inspection
5. Packages/loose pieces number 1/up 4) Planning Agent
5) Stores
Destination:
TITAS GAS, DHAKA
VIA CHITTAGONG
 TITAS GAS TRANSMISSION & DISTRIBUTION CO. LTD.
(A COMPANY OF PETROBANGLA)
TITAS Titas Gas Bhaban, 105, Kazi Nazrul Islam Avenue, Kawran Bazar C/A, Dhaka-1215, Bangladesh.
GAS
Fax: +880-2-8113031/ 9120513 Phone: +880-2-8119380 PABX: +880-2-8112135-42 E.Mail: mdtgas@dbn-bd.com
1964

Purchase Order LIST OF MATERIALS

Sheet No. 01
No: PD.2312/385- DIST/DRILL/SP
Dated : 04-10-2006

Item Unit Price (Ex- Total Price (Ex-

Description of Goods Quantity Unit
No. works) works)
THE ACCESSORIES/ATTACHMENTS OF
LARGE DRILLING MACHINE (MUELLER
MODEL NO. C1-36) AS PER DETAILED
DESCRIPTIONS, QUANTITIES AND RATE
ARE AS FOLLOWS:
1. Muller # H17345, UNIT #3 LINE
01 No. Each US$. 4,204.19 US$. 4,204.19
COMPLETION MACHINE (6" & 8") .
2. Mueller # H17346, UNIT #3 LINE
01 No. Each US$.10,395.00 US$.10,395.00
COMPLETION MACHINE (3" & 4") .
3. Mueller # 36545, MACHINE ADAPTER
01 No. Each US$. 2,185.82 US$. 2,185.82
(6" & 8").
4. Mueller # 36343, MACHINE ADAPTER
01 No. Each US$. 1,439.00 US$. 1,439.00
(3" & 4").
5. Mueller # 89435, FLANGE ADAPTER (6"). 01 No. Each US$. 1,477.69 US$. 1,477.69
6. Mueller # 502289, VALVE ADAPTER (8").
01 No. Each US$. 1,059.70 US$. 1,059.70
7. Mueller # 89440, FLANGE ADAPTER (3").
01 No. Each US$. 1,388.46 US$. 1,388.46
8. Mueller # 89434, FLANGE ADAPTER (4").
01 No. Each US$. 1,190.45 US$. 1,190.45
9. Mueller # 89441, FLANGE ADAPTER (4").
01 No. Each US$. 1,211.46 US$. 1,211.46
10. Mueller # 83953, GATE VALVE (8").
01 No. Each US$. 6,124.09 US$. 6,124.09
11. Mueller # 36004, SHELL CUTTER (5.5").
02 Nos. Each US$. 762.67 US$. 1,525.34
12. Mueller # 33999, SHELL CUTTER (7.5").
02 Nos. Each US$. 1,185.09 US$. 2,370.18
13. Mueller # 36005, PILOT DRILL (5.5").
04 Nos. Each US$. 190.64 US$. 762.56
14. Mueller # 64244, PILOT DRILL (7.5").
04 Nos. Each US$. 230.48 US$. 921.92
TOTAL F.C.A. PRICE US$.36,255.86
 TITAS GAS TRANSMISSION & DISTRIBUTION CO. LTD.
(A COMPANY OF PETROBANGLA)
TITAS Titas Gas Bhaban, 105, Kazi Nazrul Islam Avenue, Kawran Bazar C/A, Dhaka-1215, Bangladesh.
GAS
Fax: +880-2-8113031/ 9120513 Phone: +880-2-8119380 PABX: +880-2-8112135-42 E.Mail: mdtgas@dbn-bd.com
1964

TERMS AND CONDITIONS OF PURCHASE ORDER NO.PD.2312/385-DIST/DRILL/SP

1. Acknowledgement of Order and submission of Performance Guarantee :

a) The Supplier shall acknowledge receipt of this Order and confirm acceptance immediately.
b) Unless specified otherwise in the Purchase Order the Supplier shall execute a Performance Bond in
the shape of Bank Guarantee as per format attached herewith, through a leading bank of the
Suppliers country and duly endorsed by a scheduled bank in Bangladesh, to the extent of 10% of the
total order value in respect of 1 st class workmanship, quality of materials and timely delivery thereof.
The Performance Bond shall be denominated in the currency of Purchase Order and shall remain
valid for one year from the date of final shipment. During the period, if any of the supplied items are
found defective or not conforming to the specifications, the Purchaser will acquire right to encash the
Guarantee without any further reference to the Supplier or its agent. Letter of Credit will be
established on receipt of the Performance Guarantee.
2. a) Delivery Schedule :
i) Complete delivery shall be made within the time specified on pre-page.
ii) The delivery means goods on board the export conveyance in the port of final shipment.
iii) Unless otherwise mentioned, the delivery schedule will be counted from the date of receipt of
workable Letter of Credit by the Supplier which should be notified to the Purchaser immediately on
receipt thereof.
b) Extension of Delivery Time :
Subject to conditions set forth in clause- 9 and 10 below, the Purchaser may extend delivery time, if
at all required by the Supplier and if the fund validity so permits. In such cases, whether the
extension is granted with or without liquidated damage charge, all local bank charges for such
extension shall have to be borne by the Supplier or their local agent pursuant to clause-5 (b) (ii)
below.
3. Submission of Shipping Documents :
3.1 Upon shipment the Supplier shall notify the Purchaser through Fax: +880-2-9120513 or 8113031 and
the Insurer: Sadharan Bima Corporation through Fax: +880-2-9564197 the full details of the
shipment including Purchase Order Number, Description of Goods, Quantity Shipped, Name of the
Vessel, Bill of Lading Number & Date, Port of Loading, Port of Discharge, etc. Immediately (not
exceeding 5 days) after shipment, the Supplier shall also airmail/courier 5 (five) sets of Non-
negotiable Shipping Documents comprising the following to the Purchaser with a copy to the
Insurance Company: Sadharan Bima Corporation, Tejgaon Branch, 115/A, Airport Road, Farmgate,
Dhaka, Bangladesh.
a) Copies of Suppliers Invoice showing Goods Description, Quantity, Unit Price, Total Amount, L/C
No., L/C Authorization Form No., Purchase Order No., Insurance Cover Note No., etc.
b) Copies of Clean, On-Board Bill of Lading marked FREIGHT PREPAID.
c) Copies of Packing List identifying contents of each package.
d) Warranty Certificate as per clause-6 below.
e) Pre-shipment Inspection Certificate, issued by the nominated inspection agent of the Purchaser.
f) Mill Test Certificate.
g) Freight Memo (issued by the carrier).
h) Certificate of Origin.
3.2 Expenses or Port Demurrage incurred due to delay in dispatching shipping document by the Supplier
or defects therein will be debited to the Supplier or their Local Agent.
3.3 Care should be taken that the Shipping Document are prepared free of any discrepancy. The Supplier
or their Local Agent will have to bear Local Banks Commission, if any, accrued on the Shipping
Document received on collection basis, pursuant to caluse-5(b) (iii).
Contd.P/2
 TITAS GAS TRANSMISSION & DISTRIBUTION CO. LTD.
(A COMPANY OF PETROBANGLA)
TITAS Titas Gas Bhaban, 105, Kazi Nazrul Islam Avenue, Kawran Bazar C/A, Dhaka-1215, Bangladesh.
GAS
Fax: +880-2-8113031/ 9120513 Phone: +880-2-8119380 PABX: +880-2-8112135-42 E.Mail: mdtgas@dbn-bd.com
1964

-2-
4. Payment to Supplier :
a) Foreign Currency Portion : Payment of Foreign Currency portion for the supplies will be made to the
Supplier in their quoted currency through an Irrevocable Letter of Credit to be opened in their favour
after receipt of Performance Guarantee pursuant to clause-1 (b) above. 100% payment against each
shipment will be made on presentation of original shipping documents as stated in clause-3.1 above.
b) Local Agents Commission: Agency Commission @ 2% (Two percent) on FCA value will be paid in
Local Currency to M/s. Supreme Overseas Corp. Ltd., Dhaka on submission of bill enclosing one set
of non-negotiable shipping document, after receipt of materials in our store. The exchange rate
prevailing on the day of issuance of the Purchase Order shall be applicable for conversion of
commission bill into local currency.
c) Whenever under the Purchase Order, any sum of money will be recoverable from and payable by the
Supplier, the Purchaser shall be entitled to recover such sum by appropriating, either in part or in full,
the Performance Guarantee.

5. Payment of Bank Charges for Letter of Credit :

a) Foreign Bank Charges: All Foreign Bank Charges shall have to be paid by the Supplier in respect of
Letter of Credit opened in their favour. Foreign bank Charges include (i) Negotiation Commission (ii)
Letter of Credit Confirmation Commission, (iii) postage and cable charges; and (iv) Letter of Credit
Amendment Commission, etc.
b) Local Bank Charges : All local Bank charges relevant to the Letter of Credit shall normally be borne
by the purchaser. However, local bank charges on the following occasions shall have to be borne by
the Supplier or their Local Agent: (i) L/C Amendment Charges for such amendments as may be
required by the Supplier for their own cause or action (ii) Local banks commission for the extended
period of L/C if such extension is made pursuant to clause-2(b), (iii) Local banks Handling
Commission charges on discrepant shipping documents when the shipping documents are received on
collection basis.

6. Warranty Clause :
The Shipping Documents must accompany the following Warranty:
a) The Supplier warrants that all goods supplied under the contract are new, unused, of the most recent or
current models and incorporate all recent improvements in design and materials unless provided
otherwise in the Purchase Order. The Supplier further warrants that all goods supplied under this
Purchase Order shall have no defect arising from design, materials or workmanship (except in so far
as the design or materials is required by the Purchasers specifications) or from any act or omission of
the Supplier, that may develop under normal use of the supplied goods in the conditions obtaining in
the country of final destination.
b) This warranty shall remain valid for 12 (twelve) months after the goods or any portion thereof as the
case may be, have been delivered to the final destination indicated in the Purchase Order, or for 18
(eighteen) months after the date of shipment from the port of loading in the source country, whichever
period concluded earlier, unless specified otherwise in the Purchase Order.
c) The purchaser shall promptly notify the Supplier in writing of any claim arising under this Warranty.
d) Upon receipt of such notice, the Supplier shall, with all reasonable speed, repair or replace the
defective goods or parts thereof, without costs to the Purchaser.
e) If the Supplier, having been notified, fails to remedy the defect(s) within a reasonable period, the
Purchaser may proceed to take such remedial action as may be necessary, at the Suppliers risk and
expenses and without prejudice to any other rights which the Purchaser may have against the Supplier
under the Purchase Order.
Contd.P/3
 TITAS GAS TRANSMISSION & DISTRIBUTION CO. LTD.
(A COMPANY OF PETROBANGLA)
TITAS Titas Gas Bhaban, 105, Kazi Nazrul Islam Avenue, Kawran Bazar C/A, Dhaka-1215, Bangladesh.
GAS
Fax: +880-2-8113031/ 9120513 Phone: +880-2-8119380 PABX: +880-2-8112135-42 E.Mail: mdtgas@dbn-bd.com
1964

-3-
7. Inspections and Test :
a) The Purchaser reserves the right to inspect the ordered materials before shipment through its
appointed inspection agent as stated below at its own cost but such inspection shall not absolve the
Supplier from responsibility/or liability nor be interpreted in any way to imply acceptance of such
goods. Name and Address of our appointed Inspection Agent:

M/S. NATIONAL MARINE CONSULTANTS INC,

236 ERNSTON ROAD, PARLIN, NEW JERSEY 08859,
U.S.A.
Tel: +1 732 553 9210
Fax: +1 732 553 9215.

b) The inspection and test may be conducted on the premises of the Supplier or its subcontractor(s), at
point of delivery and at the goods final destination. Where conducted on the premises of the
Supplier or its sub-contract(s), all reasonable facilities and assistance, including access to drawings
and production data, shall be furnished to the inspectors at no charge to the Purchaser.
c) Should any inspected or tested goods fail to conform to the specifications, the Purchaser may reject
them, and the Supplier shall either replace the rejected goods or make all alternations necessary to
meet the requirements of the specifications, free of cost to the Purchaser.
d) The purchasers right to inspect, test and where necessary, reject the goods after the goods arrival in
the Purchasers country shall in no way be limited or waived by reason of the goods having
previously been inspected, tested and passed by the Purchaser or its representatives prior to the
goods shipment from the country of origin.

8. Insurance :
The Marine Insurance coverage for the goods ordered will be done by the Purchaser through
Sadharan Bima Corporation, Tejgaon Branch, 115/A Airport Road, Farmgate, Dhaka, Bangladesh,
for which the Supplier shall be bound to submit promptly necessary particulars of each shipment as
stated in clause-3.1 above to the Deputy General Manager (Purchase) of the Purchaser.

9. Liquidated Damage :
Subject to clause-10 below, if the Supplier fails to deliver any or all of the goods within the time
period specified in the Purchase Order, the Purchaser shall, without prejudice to its other remedies
under the terms and conditions of the Purchase Order, deduct from the order price as liquidated
damage, a sum equivalent to 0.10% of the invoice value of the delayed goods for each day of delay
until actual delivery up to a maximum deduction of 10% of the Order Price. Once the maximum is
reached, the Purchaser may consider termination of the Purchase Order.

10 Force Majeure Condition :

a) The Supplier shall not be liable for forfeiture of its Performance Security, liquidated damage or
termination for default if, and to the extent that, its delay in performance or other failure to perform
its obligations under the Purchase Order is the result of an event of Force Majeure.
b) For the purpose of this clause, Force Majeure means an event beyond the control of the Supplier
and not involving the Suppliers fault or negligence. Such events may include, but are not restricted
to, acts of the Purchaser either in its sovereign or contractual capacity, wars or revolutions, fire,
floods epidemics, quarantine restrictions and freight embargoes.
Contd..P/4
 TITAS GAS TRANSMISSION & DISTRIBUTION CO. LTD.
(A COMPANY OF PETROBANGLA)
TITAS Titas Gas Bhaban, 105, Kazi Nazrul Islam Avenue, Kawran Bazar C/A, Dhaka-1215, Bangladesh.
GAS
Fax: +880-2-8113031/ 9120513 Phone: +880-2-8119380 PABX: +880-2-8112135-42 E.Mail: mdtgas@dbn-bd.com
1964

-4-
c) If Force Majeure situation arises, the Supplier shall promptly notify the Purchaser in writing of
such condition and the cause thereof Unless otherwise directed by the Purchaser in writing, the
supplier shall continue to perform its obligations under the Purchase Order as far as is reasonably
practical and shall seek all reasonable alternative means for performance not prevented by the
Force Majeure event.

11. Transportation and Packing Requirement :

11.1 Transportation :
a) Unless otherwise mentioned goods to be supplied under the contract are required to be transported
by Sea freight to Chittagong, Bangladesh by the supplier at their cost.
Bill of Lading shall be marked Shipped on Board and Freight Prepaid
b) Ocean transportation shall made, as far as possible, by Bangladesh bound vessel having no
possibility of transshipment on way. Shipment on Israily, Surbian and Montenegro Flag Vessel are
prohibited.
11.2 Packing :
a) The Supplier shall provide such packing of the goods as is required to prevent their damage of
deterioration during transit by sea, river, rail, road, etc. The packing shall also be sufficient to
withstand, without limitation, rough handling during transit and exposure to rain, extreme
temperature, salt and precipitation during transit and open storage. Considering the remoteness of
the goods final destination and the absence of heavy handling facilities, individual packing
case/bundle weight should preferably be within 1 (one) metric ton. This limitation will not however
be applicable where the nature of the goods does not so permit. The Supplier shall replace free of
cost any material received short/damaged due to improper packing.
b) The Packing List, showing the contents of each package, must be placed in a waterproof cover and
secured to the outside of each packing.
c) Shipping Marks :
A white band shall be painted all around each package which shall be distinctly marked. Each
package shall have the following information printed on it in bold letters: (i) Port of Landing, (ii)
Name of Consignee, (iii) Purchase Order No. (iv) Brief Description of Goods, (v) Package Number
(vi) Gross and Net Weights and (vii) Measurements. FURTHER, the following Monogram
measuring about 1/4th of the package, must also be painted in red on at least two sides of each
package:

T COY T

12. Termination of Contract.

12.1 Termination for Default :
a) The Purchaser may, without prejudice to any other remedy for breach of contract (Purchase Order),
by written notice of default sent to the Supplier, terminate the Contract in whole or in part:
(i) If the supplier fails to deliver any or all of the goods within the time period(s) specified in the
Purchase Order, or any extension thereof granted by the Purchaser, or
(ii) if the Supplier fails to perform any other obligation(s) under the Purchase Order, and
(iii) if the Supplier, in either of the above circumstances, does not cure its failure within a period of
ten (10) calendar days (or such longer period as the Purchaser may authorize in writing) after
receipt of a notice of default from the Purchaser specifying the nature of the default(s).
Contd.P/5
 TITAS GAS TRANSMISSION & DISTRIBUTION CO. LTD.
(A COMPANY OF PETROBANGLA)
TITAS Titas Gas Bhaban, 105, Kazi Nazrul Islam Avenue, Kawran Bazar C/A, Dhaka-1215, Bangladesh.
GAS
Fax: +880-2-8113031/ 9120513 Phone: +880-2-8119380 PABX: +880-2-8112135-42 E.Mail: mdtgas@dbn-bd.com
1964

-5-
b) In the event the Purchaser terminate the Contract in whole or in part, pursuant to clause-12.1(a)
above, the Purchaser may procure, upon such terms and in such manner as it deems appropriate,
goods similar to those undelivered, and the Supplier shall be liable to the Purchaser for any excess
costs for such similar goods. Notwithstanding the above, the Supplier shall continue performance
of the Contract to the extent not terminated.

12.2 Termination for Insolvency :

The Purchaser may at any time terminate the Purchase Order by giving written notice to the
Supplier, without compensation to the Supplier, if the Supplier becomes bankrupt or otherwise
insolvent. Notwithstanding the above, such termination will not prejudice or affect any right of
action or remedy which has accrued or will accrue thereafter to the Purchaser.

12.3 Termination for Convenience :

a) The Purchaser may, by written notice sent to the Supplier, terminate the Purchase Order, in whole
or in part, at any time for its convenience. The notice of termination shall specify that termination is
for the Purchasers convenience, the extent to which performance of work under the Purchase
Order is terminated, and the date upon which such termination becomes effective.
b) The goods that are complete and ready for shipment within thirty (30) days after the Suppliers
receipt of notice of termination shall be purchased by the Purchaser at the Contract prices and on
the Contract terms. For the remaining goods the Purchaser may elect:
i) to have any portion thereof completed and delivered at the Purchase Order prices and on the
other Purchase Order terms; and/or
ii) to cancel the remainder and pay to the Supplier an agreed amount for partially completed goods
and for materials and parts previously procured by the Supplier for the purpose of the Purchase
Order, together with a reasonable allowance for overhead and profit.

13 Settlement of Disputes :
In the event of any dispute or difference arising between the parties upon any terms or clause of the
Purchase Order, the same shall be attempted by both parties for amicable settlement. In case the
parties cannot amicably resolve their disputes or differences within 30 days from the date of raising
the dispute by either party, then the same shall be referred to an arbitration of two Arbitrators, one
appointed by each party. If the Arbitrators fails to reach a decision then the matter be referred to an
Umpire appointed by the Arbitrators before entering on the reference. The award of the Arbitration
shall be final and binding on the parties and shall be in lieu of any other remedy. The Arbitration
shall be conducted in accordance with the Rules of Conciliation and Arbitration of International
Chamber of Commerce. The venue of Arbitration will be at Dhaka, Bangladesh.