[ON GLOBAL INFRA FZCO LETTERHEAD]

Purchase Order

P.O. Number: GFZ/Bhola/2017/[Mech/Elec/C&I]/[Serial no.]

Date: [DD/MM/YYYY]
Seller
[Seller Name]
[Seller Address]
[Seller Phone Number]
[Seller E-mail address]
Kind Attention : [Seller Contact Person]

References:
(i) Global Infra FZCO’s enquiry vide Email dated [DD/MM/YYYY] and subsequent correspondences
reference ………...
(ii) Seller’s offer vide Email dated [DD/MM/YYYY] and subsequent correspondences resting with your
final offer vide Email dated [DD/MM/YYYY]

Dear Sir,
1. With reference to our above enquiry and your offer as well as the subsequent correspondences and
various discussions, we are pleased to issue our Purchase Order for supply of [product name] for the
220 MW Combined Cycle Power Plant at Bhola in Bangladesh (the “Project”) which is owned by Nutan
Bidyut (Bangladesh) Limited (hereinafter referred to as the “Owner”).

2. Following documents shall collectively be termed as the “Contract”:

(i) This Purchase Order
(ii) Annexure 1 : Price Schedule
(iii) Annexure 2 : General Conditions of Contract (GCC)
(iv) Annexure 3 : Technical Specifications
(v) Annexure 4 : Mandatory Spares
(vi) Annexure 5 : Format of Bank Guarantees
(vii) Annexure 6 : Performance Liquidated Damages
(viii) Annexure 7 : List of preferred sub-suppliers

3. Priority of documents

3.1. The documents forming the Contract are to be taken as mutually explanatory of one another. For
the purposes of interpretation, the priority of the documents shall be in accordance with the
following sequence.
(i) This Purchase Order
(ii) Annexure 1 : Price Schedule
(iii) Annexure 2 : General Conditions of Contract (GCC)
(iv) Annexure 3 : Technical Specifications

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 (v) Annexure 6 : Performance Liquidated Damages
(vi) Annexure 4 : Mandatory Spares
(vii) Annexure 5 : Format of Bank Guarantees
(viii) Annexure 7 : List of preferred sub-suppliers

3.2. In the event of different provisions imposing different standards of performance, the best and
highest standards shall prevail.

3.3. If any inconsistency within the documents forming the Contract cannot be resolved by applying
Article 3.1 and Article 3.2 of the Purchase Order, the Party discovering it shall promptly notify
the other. The Parties shall review and resolve the inconsistency mutually. If such inconsistency
cannot be resolved mutually within thirty (30) days of such notification, the Purchaser shall issues
necessary instructions to the Seller, which shall be binding on the Seller.

4. In accepting this Contract, the Seller agrees to supply the material as per Annexure 1 (Price Schedule)
also referred to as the “Equipment” in full accordance with all conditions set forth in the Contract. All
drawings, designs, specifications and other data prepared by the Purchaser and related to the supply of
the Equipment shall remain the property of the Purchaser. The Seller agrees to abide by the
confidentiality provisions of the Contract in relation to such drawings, designs, specifications and other
data prepared by the Purchaser and provided to the Seller for the purposes of this Contract. The
information contained herein shall not be released or disclosed by the Seller for any other use or purpose
other than for the execution of this Contract. This Contract and any further correspondence between
the Purchaser and Seller shall constitute the entire agreement between the Seller and Purchaser and
only written amendments duly signed by authorized signatories of the Seller and Purchaser, shall be
legally binding.

5. This Contract is being sent in two copies. The Seller shall sign and return one copy of the Contract
within three (3) days of its receipt by the Seller. No other form of acceptance shall be accepted. Failure
to return the acceptance shall not diminish the responsibilities of the Seller but may result in delay in
any payments that may be due and may be a cause for termination of this Purchase Order / Contract.

6. The Seller and the Purchaser shall be individually referred to as “Party” and collectively as the “Parties”

7. Contract values and major terms:

[Item Description] Total Order Value : USD [Amount]

Delivery Point : refer Contract

Delivery Schedule : refer Contract
Payment terms : refer Contract
Taxes & Duties : refer Contract
For Global Infra FZCO (the “Purchaser”) For [Company name] (the “Seller”)

Signature : Signature :
Signatory Name : Signatory Name :

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 Annexure 1
Price Schedule
[TO FILL IN DETAILS OF ITEMS AND RATES AND TOTAL VALUE INCLUDING
MANDATORY SPARES]

Item Material Description Quantity UOM Unit Rate Amount

Code
1
2
3
4
5
CONTRACT
PRICE

Note 1: The Seller shall mention the following details in the Packing List and invoice exactly as specified
in this Annexure 1 (Price Schedule).

(a) Purchaser Order number and date.

(b) Item Code along with corresponding Material Description

Note 2: The Seller shall also attach a tag / sticker with each item indicating the Item code and P.O.
number.

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 Annexure 2
General Conditions of the Contract

Table of Contents
1. Effective Date of the Contract
2. Notice to Proceed (NTP)
3. Scope of Work
4. Delivery Point
5. Contract Price
6. Payment terms
7. Bank Guarantees
8. Time for Completion
9. Sub-Contracting of Work
10. Seller’s responsibility
11. Purchaser’s information
12. Compliance with Statutory Laws and Technical conformance
13. Divergence from Statutory Requirements
14. Approvals and Permits
15. Standard Quality Plan (SQP)
16. Inspection procedure
17. Spares
18. Packing
19. Transfer of Title
20. Trial operation of the items under Seller’s Scope of Work
21. Performance Guarantee Tests
22. Provisional Taking Over
23. Punch list
24. Final Taking Over
25. Defect Notification Period
26. Liquidated Damages and Rejection
27. Mitigation of consequences of delay
28. Insurance
29. Indemnity
30. Settlement of Disputes and Arbitration

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31. Suspension
32. Termination
33. Modifications
34. Force Majeure
35. Limitations of Liability
36. Governing Law and Language
37. Notices and Communication
38. Confidentiality
39. Privity
40. Independent Contractor
41. Assignment
42. Non-Waiver.
43. Severability
44. Heading and Marginal Notes.
45. Negotiation expenses
46. Continuing Obligations
47. Survival

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1. Effective Date of the Contract
The Contract shall be effective from the date of its issuance by the Purchaser (the “Effective Date”).
However, Seller shall not be under any obligation to carry out any work or incur any expenses under
the Contract until receipt of Notice to Proceed (NTP) from the Purchaser. The Time for Completion
of the Scope of Work as per the Contract shall be reckoned from date of issue of NTP.

2. Notice to Proceed (NTP)

2.1. The Purchaser shall issue a NTP to the Seller within ninety (90) days from the Effective Date.

2.2. In the event, the Purchaser does not issue the NTP within the time period specified in Clause 2.1
above, the Purchaser and Seller shall discuss in good faith to agree to extend the period within
which the NTP shall be issued by the Purchaser to the Seller and any changes in other terms &
conditions of the Contract. In the absence of an agreement between the Parties within one hundred
and twenty (120) days from the Effective Date, either Party may, by giving a written notice of
fifteen (15) days to the other Party, terminate the Contract, provided that it has used all reasonable
endeavors to discuss and agree as aforesaid. If this Contract is terminated prior to the issuance of
the NTP by the Purchaser to the Seller other than for the Seller’s breach of the Contract, neither
Party shall have any liability to the other of any nature whatsoever.

3. Scope of Work
The Scope of Work shall be as per
(i) Annexure 3 (Technical Specifications)
(ii) Items and bill of quantities (BOQ) as per Annexure 1 (Price Schedule) and
(iii) Other provisions of the Contract.

The Scope of Work specified in Annexure 3 (Technical Specifications) and the items and the BOQ
specified in Annexure 1 (Price Schedule) shall be referred to as the “Equipment”.

4. Delivery Point
The Delivery Point shall be [Port Name] on FOB basis (INCOTERMS 2010).

5. Contract Price

5.1. The Contract Price shall be as per Annexure 1 (Price Schedule). The Contract Price includes all
taxes, duties, levies, cess, road taxes, port charges and fees required to be paid by Seller up to
delivery at Delivery Point specified in Clause 4 (Delivery Point) above. The Contract Price shall
also include all corporate and/or income tax of the Supplier and their personnel. The Contract Price
shall not be adjusted for any change in these costs.

5.2. The unit rates specified in Annexure 1 (Price Schedule) shall be firm throughout the term of the
Contract and no variation/ escalation on any account shall be allowed.

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 5.3. Within thirty (30) days of NTP, the Seller shall provide a break-up of the Contract Price for the
milestones specified in Clause 8 (Time for Completion) of this Annexure 2 (General Conditions
of the Contract).

6. Payment terms

6.1. Payments to the Seller shall be made by the Purchaser as given below:

i) 10% of the Contract Price shall be paid as advance (“Advance Payment”) against:
(a) Submission of an invoice of equivalent amount by the Seller.
(b) Submission of an Advance Bank Guarantee by the Seller to the Purchaser in accordance
with Clause 7.1 of Annexure 2 (General Conditions of the Contract).
(c) Submission of a Performance Bank Guarantee by the Seller to the Purchaser in accordance
with Clause 7.2 of Annexure 2 (General Conditions of the Contract).

ii) 70% of the value of the Equipment or part thereof delivered at Delivery Point, shall be paid on
receipt of the Equipment or part thereof at the Delivery Point.

iii) 10% of the value of the Equipment or part thereof delivered at Delivery Point, shall be paid
upon completion of joint inspection of the Equipment or part thereof at the Project site by the
Seller and Purchaser certifying that the Equipment or part thereof is in accordance with the
invoice and the Contract.

iv) 5% of the Contract Price shall be paid upon issuance of Provisional Taking Over Certificate in
accordance with Clause 22 (Provisional Taking Over) of Annexure 2 (General Conditions of
the Contract).

v) 5% of the Contract Price shall be paid upon issuance of Final Taking Over Certificate in
accordance with Clause 24 (Final Taking Over) of Annexure 2 (General Conditions of the
Contract).

6.2. The Seller shall submit the following documents with each invoice:
(a) Inspection certificate, if any, jointly signed by the Purchaser and the Seller for the
Equipment or part thereof pertaining to the invoiced amount;
(b) Reconciliation statement for all Items in Annexure 1 (Price Schedule) showing (i) the
quantities and total values as per Annexure 1 (Price Schedule) (ii) quantities and values
invoiced so far including current invoice and (iii) quantity and value remaining; and
(c) In case of invoice under Clause 6.1 (iii) above a joint statement of verification by the
Purchaser and the Seller for the quantities billed and delivered by Seller in accordance with
Clause 6.1 above.

6.3. In case of Clause 6.1(ii), MDCC issued by the Purchaser to the Seller.

6.4. Phytosanitory / Fumigation Certificate or non-wooden material declaration issued by the

manufacturer.

6.5. Liquidated Damages (LD) calculation or LD waiver letter issued by the Purchaser (if any).

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 6.6. The Seller shall provide three (3) set of invoices (one original + two copies) and 3 set of packing
lists (one original + two copies) for each separate box in which the Equipment or part thereof has
been packed, specifying the P.O. Number, a description of the Equipment packed, its part number,
net weight and gross weight.

6.7. All payments shall be made by the Purchaser to the Seller through wire transfer (T/T), within thirty
(30) days from the date of receipt of invoice along with relevant documents, complete in all
respects in accordance with the Contract.

6.8. Any item for which the invoice has been raised by the Seller but has not been delivered at the
Delivery Point, shall be delivered by the Seller at Project site on DDP basis (Incoterms 2010) and
Delay Liquidated Damages, if applicable, will be levied in accordance with the Contract.

6.9. The Project is eligible for custom duty exemption in Bangladesh. However, it is essential that
details in invoices and packing list match the details in Annexure 1 (Price Schedule). The Seller
shall ensure that the Purchaser order number (P.O. Number), Item Code, Material Description
stated in the invoice match these details stated in Annexure 1 (Price Schedule). Any delay in
custom clearance or if customs duties are required to be paid due to incorrectness of details
provided in the invoice, shall be borne by the Seller.

7. Bank Guarantees

7.1. Within seven (7) days of issuance of the Purchase Order, the Seller shall provide an Advance Bank
Guarantee to the Purchaser for an amount equal to ten (10%) percent of the Contract Price. The
Advance Bank Guarantee shall be as per the format in Annexure 5 (Format of Bank Guarantees)
and shall be from a bank acceptable to the Purchaser. The Advance Bank Guarantee shall be valid
until thirty (30) days beyond the date of Final Taking Over Certificate and would be extended, if
required, till completion of the Services. The value of Advance Bank Guarantee shall be reduced
pro-rata on quarterly basis to the extent of invoices paid by the Purchaser.

7.2. Within seven (7) days of issuance of the Purchase Order, the Seller shall provide a Performance
Bank Guarantee to the Purchaser for an amount equal to twenty (20%) percent of the Contract
Price. The Performance Bank Guarantee shall be as per the format in Annexure 5 (Format of Bank
Guarantees) and shall be from a bank acceptable to the Purchaser. The Performance Bank
Guarantee shall be valid until thirty (30) days beyond the expiry of Defect Notification Period and
would be extended, if required, for extension of Defect Notification Period in accordance with the
Contract.

8. Time for Completion

The Time for Completion shall be [XXXX] months from NTP [Cmnt – specify the month when last of
the items to be delivered]. The interim milestones for completing the Scope of Work shall be as given
below:
(i) Supply of Item 1 : Within [XXXX] months from NTP
(ii) Supply of Item 2 : Within [XXXX] months from NTP
(iii) Supply of Item XXX : Within [XXXX] months from NTP

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9. Sub-Contracting of Work

9.1. The Seller shall not sub-contract the whole of its Scope of Work.

9.2. The list of sub-suppliers shall be as per Annexure 7 (List of preferred sub-suppliers). If the Seller
desires to sub-contract part of the Scope of Work to any other sub-supplier not mentioned in
Annexure 7 (List of preferred sub-suppliers), the Seller shall obtain prior approval of the
Purchaser.

10. Seller’s responsibility

The Seller undertakes full, sole and exclusive responsibility for the integration, interface and co-
ordination of all activities for the completion of its Scope of Work and handling over of all deliverables
to the Purchaser in line with the timelines specified in Clause 8 (Time for Completion) above. The
Seller shall also be fully responsible and liable for the performance of its associate(s)/ sub-supplier(s)
if any.

11. Purchaser’s information

The Purchaser shall provide to the Seller drawings, designs, specifications and other data necessary for
the Seller to perform its obligations under the Contract.

12. Compliance with Statutory Laws and Technical conformance

12.1. The Seller shall, in the performance of its obligations under the Contract comply with all relevant
laws in the Seller’s country, United Arab Emirates (UAE) and Bangladesh. The Seller shall also
ensure that the Equipment shall be in strict conformity with all statutory obligations, codes and
standards in UAE and Bangladesh and the Technical Specifications.

12.2. The Seller shall indemnify the Purchaser and its respective directors, officers, employees and
agents against any penalties and / or sanctions levied by statutory authorities in Seller’s country,
UAE and Bangladesh, together with any reasonable legal expenses incurred in connection
therewith, to the extent that such governmental penalties and sanctions have arisen as a result of
any failure on the part of the Seller, its sub-supplier’s or its respective agents or employees to
comply with any applicable law.

13. Divergence from Statutory Requirements

If any Party observes any divergence between any laws in Seller’s country, UAE and Bangladesh and
the Technical Specification, such Party shall immediately give a written notice to the other Party
specifying the divergence. Within seven (7) days of such notice, the Seller shall provide a proposal to
the Purchaser to make necessary modifications to the Technical Specifications or Equipment to remove
the divergence with the applicable law. On obtaining the Purchaser’s approval (which shall not be
unreasonably delayed or withheld), the Seller shall entirely at its own cost and expense complete the
works in accordance with the approved proposal.

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14. Approvals and Permits

14.1. If any approvals or permits are required from statutory or other authorities in the Seller’s country
or in Bangladesh in respect of the design calculations, specifications, manufacturing and testing
etc. for the Equipment, the Seller shall be responsible for obtaining all such approvals and
permits. All documentation submitted by Seller to the statutory and other authorities in Seller’s
country or in Bangladesh shall also be submitted to the Purchaser for review. The Purchaser shall
provide reasonable assistance to the Seller to facilitate the process of obtaining approvals and
permits in Bangladesh.

14.2. The Seller shall provide full support, including providing necessary documents, to the Purchaser
in obtaining any approvals and permits required to be obtained by the Purchaser in respect of the
Equipment.

15. Standard Quality Plan (SQP)

Within thirty (30) days of NTP, the Seller shall submit to the Purchaser, for review and approval, the
Standard Quality Plan (the “SQP”) covering inspection programme and factory acceptance tests (the
“FAT”) of the Equipment. The SQP shall cover details such as design, manufacture, inspection, testing,
packaging, forwarding, storage, transportation, handling, erection, testing and commissioning including
shop painting and final painting of the Equipment, as applicable. The Purchaser shall provide its
comments to the Seller within fifteen (15) days of receipt of such SQP. Within fifteen (15) days of
receipt of the Purchaser’s comments / observations, if any, the Seller shall resubmit the modified SQP
after incorporating such comments / observations. The Seller shall fulfill its obligations under the
Contract in accordance with the finalized SQP.

16. Inspection procedure

16.1. Prior to any inspection and / or FAT as per the final SQP under Clause 15 (Standard Quality Plan)
above, the Seller shall give at least thirty (30) days advance notice in writing to the Purchaser to
enable the Purchaser to attend / witness such inspection and / or FAT. The Purchaser may request
the Seller to either pre-pone or defer the inspection and / or FAT date by maximum seven (7)
days.

16.2. If the Purchaser attends the inspection / FAT on the date notified / determined in accordance with
Clause 16.1 above, the Seller and Purchaser shall jointly sign the inspection and FAT report.
Upon successful completion and acceptance of inspection and FAT report by the Purchaser, the
Purchaser shall issue a Material Dispatch Clearance Certificate (“MDCC”) to the Seller pursuant
to which the Seller shall dispatch the Equipment and deliver it at the Delivery Point in accordance
with Clause 4 (Delivery Point) of Annexure 2 (General Conditions of the Contract). If the
Purchaser fails to attend the inspection / FAT on the date notified / determined in accordance
with Clause 16.1 above, the Seller shall proceed with the inspection and / or FAT and shall
provide the report to the Purchaser.

16.3. If the inspection and / or FAT report is not accepted by the Purchaser, the Purchaser shall instruct
the Seller to remedy the deficiency. Upon rectification of the deficiency, the Seller shall notify
the Purchaser by giving not less than fifteen (15) days’ notice to attend the inspection and / or
FAT and provisions of Clause 16.2 above shall apply mutatis mutandis. The Purchaser shall issue
MDCC upon being satisfied that the report meets the requirements of the Contract.

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 16.4. All inspection, measuring and test equipment used by the Seller during the inspection and FAT,
shall be calibrated periodically depending on the use and criticality of the test / measurement to
be conducted. The Seller shall maintain all the relevant records of periodic calibration and
instrument identification, and shall produce the same for review by the Purchaser at the time of
inspection and FAT. Wherever asked specifically, the Seller shall re-calibrate the measuring /
test equipment, at its cost, in the presence of the Purchaser.

17. Spares

17.1. Prior to the Time for Completion or any other date agreed by the Purchaser, the Seller shall
supply all Spares (the “Mandatory Spares”) listed in Annexure 4 (Mandatory Spares) of the
Contract as well as the maintenance tools and tackles and appliances for erection,
commissioning, testing, operation and maintenance of the Equipment as specified in the
Technical Specifications and the Contract. The Seller shall provide specifications and give
sufficient details of Mandatory Spares, maintenance tools and tackles and appliances, to enable
the Purchaser / Owner to procure the same at a later date.

17.2. The price for Mandatory Spares and maintenance tools and tackles and appliances stated in
Clause 17.1 above, are included in Annexure 1 (Price Schedule).

17.3. All the Spares shall strictly conform to the Technical Specifications and will be identical to their
respective corresponding Equipment or its components and shall be fully interchangeable. The
inspection requirement finalized for the Equipment in accordance with Clause 15 (Standard
Quality Plan) and Clause 16 (Inspection Procedure) above, shall also be applicable to the
corresponding Spares.

17.4. Other than Mandatory Spares included in the Contract Price, the Seller agrees that the Purchaser
/ Owner shall have the right to purchase spares directly from sub-suppliers on terms agreed
between the Purchaser / Owner and the sub-suppliers. The Seller shall provide the addresses and
other particulars of its sub-suppliers to the Purchaser for procurement of such spares.

17.5. If a sub-supplier notifies the Seller that it will cease to manufacture any spare part or the Seller
otherwise becomes aware that a particular sub-supplier has ceased or will cease to manufacture
any spare part, the Seller shall notify the Purchaser / Owner to enable the Purchaser / Owner to
purchase such spare parts at that time. If so instructed by the Purchaser / Owner, the Seller shall
obtain from the sub-supplier the manufacturing drawings for the spare parts and provide these
to the Purchaser / Owner.

17.6. Notwithstanding any provision in this Clause 17 (Spares), the Seller shall not be relieved of any
of its obligations under the Contract to provide the Spares to the Purchaser.

18. Packing

18.1. The Seller shall ensure that the packing material used and procedures followed for packing shall
be seaworthy and worthy of being transported to Project site in Bangladesh on barges. The
Equipment shall be packed or protected against damage and corrosion during its transportation,
including transshipment and should be able to withstand temperature of 50 degrees C. The
Purchaser shall be entitled to inspect and take photographs of the Equipment or part thereof prior
to delivery at the Delivery Point.

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18.2. International containers will be used where possible for packing the Equipment.

18.3. Waterproof materials shall be used for internal trimming of all wooden boxes.

18.4. Packages exceeding XX metric tons in weight or XX meter in length or XX meter in width or
XX meter in height shall be referred to the Purchaser for approval prior to dispatch from Seller’s
/ sub-suppliers factory.

18.5. Each wooden box having a gross weight greater than 500 kgs shall have reliable wooden support
skids which can be used for unloading

18.6. Equipment, which is packed in boxes greater than 500 kg in weight or 1 meter in height or 10
meter in length shall have the centre of gravity marked with the letters ‘HC’ in water resistant
paint. The lifting points should also be marked on the boxes.

18.7. The packing cases which contain the Equipment and components should be marked on four
sides (on both opposite sides and the two ends). Equipment, which is not packed in cases, should
be marked on opposite sides.

18.8. The marking shall be made clearly with waterproof paint in English and shall contain following
information on lateral sides matching the relevant details stated in Annexure 1 (Price Schedule):
(i) Project name & address
(ii) Purchaser address
(iii) Contact number
(iv) Place
(v) Gross & Net weight Kg and cubic measurement

18.9. Equipment incapable of being marked shall have at least two metal labels with the information
mentioned above. These metal labels should be welded on the metal surface of the equipment.

18.10. The Seller shall ensure that one copy of the packing list is enclosed within each box in a
waterproof envelope and one copy is fixed on external side box with a metal label.

18.11. Marking shall also include the following information in sequence and in frame commensurate
with the size of container or package:
(i) Consignee details
(ii) P.O. Number or In case of Sub-suppliers, Name of Sub-supplier
(iii) Delivery Point
(iv) Identification number to be instructed by the Purchaser or reference number and metal
tagging in front, back and center of the packing.
(v) Item code, package number in sequence and quantity per package
(vi) Material description/MSDC (Material Safety Data Sheet) (if applicable)
(vii) Shipper's marks

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 (viii) Certificate of Origin of the Equipment
(ix) Caution marks, if necessary
(x) Color marking to be instructed by the Purchaser
(xi) As other declaration as required by law.

19. Transfer of Title

Title of each item forming part of Seller’s Scope of Work shall be transferred and become the property
of the Purchaser, free from liens and other encumbrances, when it is delivered at the Delivery Point in
accordance with terms specified in Clause 8 (Time for Completion) of Annexure 2 (General Conditions
of the Contract).

20. Trial operation of the items under Seller’s Scope of Work

20.1. The Equipment shall be tested and checked at Project site to ensure its capability to serve the
intended purpose. If any defect is observed during such tests or checks, the Seller shall
immediately remedy or replace the same at its cost within the timelines agreed between the
Seller and the Purchaser. If the Seller fails to remedy or replace the defective part within such
agreed timelines, the Purchaser shall have the right to get it remedied or replaced at the Seller’s
risk and cost. Upon satisfactory completion of such tests and checks, the Equipment shall be put
under trail operation to ensure its capability to operate in a safe manner.

20.2. Upon satisfactory completion of trial operation, The Performance Guarantee Tests as specified
in Clause 21 (Performance Guarantee Tests) below shall be carried out.

21. Performance Guarantee Tests

21.1. The Seller shall conduct such tests (“Performance Guarantee Tests”) to prove the attainment of
performance guarantees (“Guaranteed Performance Parameters”) of the Equipment as specified
in Annexure 3 (Technical Specifications). If it is possible to conduct the Performance Guarantee
Test of the Equipment separately i.e. in isolation from the performance guarantee tests of the
Project, the Seller and Purchaser shall mutually agree upon the schedule for such tests. If it is
not possible to conduct the Performance Guarantee Tests of the Equipment in isolation, then
such tests shall be carried out during the performance guarantee tests of the Project together with
other plant and equipment comprising the Project.

21.2. The Seller shall make the Equipment ready to conduct the Performance Guarantee Tests within
the timelines agreed between the Seller and the Purchaser. If the Seller fails to commence the
Performance Guarantee Tests of the Equipment within such agreed timelines, the Purchaser shall
conduct the Performance Guarantee Tests at the risk and cost of the Seller and the test results
shall be binding on the Seller.

21.3. During the Performance Guarantee Test, the values of applicable parameters to measure the
Guaranteed Performance Parameters shall be logged and results of the Performance Guarantee
Tests shall be jointly signed by the Seller and the Purchaser. All instruments required for the
Performance Guarantee Tests shall be supplied by the Seller and shall have the accuracy as

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 stated in the Contract. Prior to the commencement of the Performance Guarantee Tests, the
Seller shall get these instruments calibrated in an independent laboratory, approved by the
Purchaser. The Purchaser shall also approve all calibration procedures and standards to be
followed by the Seller. All costs associated with the supply, calibration, installation and removal
of the test instruments shall be the included in the Contract Price. The protecting tubes, pressure
connections and test connections required for conducting the Performance Guarantee Tests shall
conform to the relevant codes.

21.4. Tools and tackles, thermo wells (both screwed and welded) instruments / devices including flow
devices, matching flanges, impulse piping & valves etc and any special equipment, as
applicable, required to conduct the Performance Guarantee Tests shall be provided by the Seller
free of cost.

22. Provisional Taking Over

22.1. Provisional Taking Over shall occur when all of the following have been completed
(i) The Equipment has attained the Guaranteed Performance Parameters as specified in
Annexure 3 (Technical Specifications)
(ii) Performance guarantees of the Project have been achieved and the Owner has issued a
Provisional Taking Over certificate for the Project
(iii) The Seller has submitted all final documents, manuals, drawings, P&IDs etc as specified
in Annexure 3 (Technical Specifications)
(iv) The Seller has paid Liquidated Damages, if any, to the Purchaser for the Equipment in
accordance with Clause 26 (Liquidated Damages and Rejection) of Annexure 2 (General
Conditions of the Contract)
(v) The Seller and Purchaser have identified the punch list of activities / items, which have not
been completed but which do not affect the safe and reliable operation of the Equipment,
and which may not be required by applicable laws or other approvals to be completed
before the commercial operation of the Project

22.2. Upon Provisional Taking Over, the Purchaser shall issue a Provisional Taking Over Certificate
to the Seller.

23. Punch list

The Seller shall complete to the punch list in accordance with the timelines stated in the punch list. If
the Seller fails to commence and / or diligently proceed to complete the punch list within such agreed
timelines, the Purchaser may arrange for the outstanding work to be done by a third party and the cost
incurred by the Purchaser shall be deducted from the Contract Price.

24. Final Taking Over

24.1. Final Taking Over shall occur when the Seller has completed all punch list activities / items to
the satisfaction of the Purchaser and the Seller has paid any additional liquidated damages or
other deductions to the Contract price in accordance with the Contract.

24.2. Upon Final Taking Over, the Purchaser shall issue a Final Taking Over certificate to the Seller.

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25. Defect Notification Period

25.1. The Seller shall be liable to remedy / rectify all defects in the Equipment for a period of eighteen
(18) months (“Defect Notification Period”) from the date of Provisional Taking Over Certificate.
Defect Notification Period in respect of remedial / rectification work shall expire eighteen (18)
months after the completion of such remedial / rectification work. If the Equipment or part
thereof cannot be used for the purposes for which they are intended due to a defect, the Purchaser
shall be entitled to an extension of the Defect Notification Period for such period. However
Defect Notification Period shall not be extended by more than two (2) years from the date of the
Provisional Taking Over Certificate.

25.2. The Seller shall carry out such remedial / rectification work within the timelines agreed between
Seller and Purchaser. If the remedial / rectification work necessitates shutting down of the
Project, such remedial / rectification work shall be carried out at a time and during the periods
agreed with the Owner and the Purchaser. If the Seller fails to remedy a defect within such
agreed timelines, the Purchaser may (at his option) carry out the work himself or by another
party in a reasonable manner at the Seller's risk and cost and the Seller shall pay to the Purchaser
the costs reasonably incurred by the Purchaser in remedying the defect. If the Seller fails to pay
such amount to the Purchaser within seven (7) days of the Purchaser notifying the amount to the
Seller, the Purchaser shall have the right to recover such amounts by invoking the Seller’s
Performance Bank Guarantee.

25.3. If in the opinion of the Purchaser, any remedial / rectification work may affect the Guaranteed
Performance Parameters of the Equipment, the Purchaser may require the repetition of any of
the relevant Performance Guarantee Tests, by giving a notice within fifteen (15) days after the
defect or damage is remedied. Such Performance Guarantee Tests shall be carried out in
accordance with the terms applicable to the previous tests, except that they shall be carried out
at the risk and cost of the Seller.

26. Liquidated Damages and Rejection

26.1. Liquidated Damages for delay

(i) For any delays attributable to the Seller in achieving any of the milestones in accordance
with Clause 8 (Time for Completion) of Annexure 2 (General Conditions of the Contract),
the Seller shall pay liquidated damages (“Delay Liquidated Damages”) at the rate 1% of
Contract Price per week of delay from the milestones specified in Clause 8 (Time for
Completion) of Annexure 2 (General Conditions of the Contract). The cumulative Delay
Liquidated Damages payable by the Seller for delays in achieving the milestones shall be
limited to 10% of the Contract Price, as revised from time to time.

(ii) The Parties agree that it is difficult to measure the damages caused to Purchaser by such
delays. The Delay Liquidated Damages represent an agreed genuine pre-estimate of loss
likely to be suffered by the Purchaser in the event of delay in achieving milestones in
Clause 8 (Time for Completion) of Annexure 2 (General Conditions of the Contract) and
that the stated liquidated damage amounts are reasonable and are not a penalty.

26.2. Liquidated Damages for shortfall in achieving Guaranteed Performance Parameters

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 (i) For shortfall in achieving the Guaranteed Performance Parameters, the Seller shall pay
liquidated damages (“Performance Liquidated Damages”) at the rates specified in
Annexure 6 (Performance Liquidated Damages). The cumulative Performance Liquidated
Damages payable by the Seller for shortfall in achieving Guaranteed Performance
Parameters shall be limited to fifteen percent (15%) of the Contract Price, as revised from
time to time.

(ii) The Parties agree that it is difficult to measure the damages caused to the Purchaser by such
shortfall in performance. The Performance Liquidated Damages represent an agreed
genuine pre-estimate of loss likely to be suffered by the Purchaser in the event of shortfall
in performance and that the stated liquidated damage amounts are reasonable and are not a
penalty.

(iii) If the shortfall between any actual parameters pursuant to the Performance Guarantee Tests
and Guaranteed Performance Parameters exceeds three (3) percent of the relevant
Guaranteed Performance Parameter value, then the Purchaser shall have the right, at its
sole discretion, to reject the Equipment, terminate the Contract, and recover the cost of a
replacement Equipment in addition to any other loss suffered by the Purchaser, up to the
Contract Price from the Seller. The Purchaser shall give credit for any part of the
Equipment retained by the Purchaser.

26.3. Total Liquidated Damages

(i) The total liquidated damages payable by the Seller on account of Delay Liquidated
Damages and Performance Liquidated Damages shall be limited to twenty percent (20%)
of the Contract Price.

(ii) If the Seller fails to pay Delay Liquidated Damages and / or Performance Liquidated
Damages to the Purchaser within seven (7) days of the Purchaser notifying these amounts
to the Seller, the Purchaser shall be have the right to recover such amounts from any of the
payments due and payable to the Seller or by invoking the Performance Bank Guarantee.

(iii) The payment or deduction of liquidated damages shall not relieve the Seller from his
obligations to carry out and complete the works, or from any other of his obligations and
liabilities under the Contract.

27. Mitigation of consequences of delay

In all cases where a delay has occurred in achieving the milestones specified in Clause 8 (Time for
Completion) of Annexure 2 (General Conditions of the Contract), the Seller shall take measures to
overcome or minimize the delay and inform the Purchaser about such measures taken by the Seller.

28. Insurance

28.1. Seller Insurances

(i) The Seller shall, at his cost, take out and maintain in effect those insurances which are
necessary to deliver the Equipment at the Delivery Point in accordance with the timelines

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 specified in Clause 8 (Time for Completion) of Annexure 2 (General Conditions of the
Contract). The Seller shall ensure that, where applicable, its sub-suppliers shall also take
out and maintain such insurances. The Seller shall provide a copy of the certificate of
insurance taken by the Seller and its sub-suppliers to the Purchaser. The Seller shall, at his
cost, take out and maintain, or cause its sub-suppliers to take out and maintain those
insurances which are necessary for Seller’s personnel, sub-suppliers and their personnel
for their involvement with the Scope of Work and visit to the Project site, if any.

(ii) If the Seller fails to take out and / or maintain or fails to ensure that sub-suppliers take out
and / or maintain any of the insurances referred to in Sub-Clause 28.1 (i) above, the
Purchaser may (at his discretion and without prejudice to any other right or remedy) take
out such insurances and pay the premium. The Purchaser may require the payment of such
amount from the Seller or deduct it from any amount due to the Seller. Any loss in respect
of such insurances, if not taken and / or maintained by the Seller or its sub-suppliers shall
be borne solely by the Seller.

(iii) In case of a loss or damage to the Equipment for reasons attributable to the Seller, the Seller
shall promptly provide a replacement at the Seller’s cost and shall be paid any sums
recovered from the insurers. Any amounts not recovered (including by reason of limitation,
exclusion, deductible or excess) from the insurers for any such loss shall be borne by the
Seller.

(iv) If the insuring Party fails to effect and keep in force an insurance which is available and
which it is required to effect and maintain under the Contract and the other Party neither
approves the omission nor effects insurance for the coverage relevant to this default, any
moneys which should have been recoverable under this insurance but are not recoverable
due to lack of such insurance, shall be paid by the Party responsible for such insurance.

28.2. Purchaser’s Insurance

Purchaser / Owner shall take out and maintain Marine Insurance Policy from the Delivery Point
to the Project site and an Erection All Risk Insurance Policy covering the Project until
commencement of commercial operation of the Project.

28.3. Claims Assistance

The Parties shall provide reasonable assistance to each other as may be appropriate in connection
with any claims that may be made under the insurance policies effected pursuant to this Clause
28 (Insurance). Neither Party shall give any release or make any compromise with any insurer
without the prior consent of the other.

28.4. Vitiation Indemnity

Each Party shall indemnify and hold harmless the other Party, including the Owner and Lenders
of the Project, from and against any and all claims, losses, costs and expenses of whatsoever
nature to the extent arising out of or in connection with any vitiating acts in respect of any policy
of insurance (including fraud, material misrepresentation, non-disclosure or breach of any
warranty or condition of any policy) required to be provided or maintained pursuant to this
Clause 28 (Insurance).

28.5. Additionally, the Seller shall procure the following insurances, with the stipulated coverage:
Third Party liability insurance;

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 Products liability;
Professional Indemnity

28.6. Parties shall maintain such insurances, with such limits of liability coverage and levels of
coverage as are mandated by law or Good Industry Practice in respect of each one of them.

28.7. Parties shall be responsible for procuring insurance in respect of their respective Personnel in
accordance with applicable laws.

28.8. No Party shall procure insurance, the terms of which would cause such insurance’s invalidation
on account of the Parties complying with the terms and conditions contained in this GCC. No
Party shall act in a manner not contemplated by this GCC, if such act (or inaction) would
invalidate an insurance policy held by the other.

28.9. The Seller shall provide the Purchaser with the following information fifteen (15) days before
the scheduled date of each shipment so that the Purchaser can secure timely insurance of the
shipment:

a) Shipping schedule number as per the approved shipping schedule

b) Description of Equipment

c) Invoice amount

d) Shipping port and expected loading date

e) Other information, if required

28.10. In the event a claim for indemnification of loss and/or damage becomes necessary, the Seller
shall assist and cooperate with the Purchaser to promptly take up the matter with the insurance
company and shall extend necessary assistance to the Purchaser to have the damaged or lost
Equipment or parts replaced or repaired within a reasonable period of time.

29. Indemnity

29.1. The Seller shall indemnify and hold harmless the Purchaser from the following arising out of or
in the course of or by reason of the design, execution and completion of the Seller’s Scope of
Works, unless attributable to any negligence, wilful act or breach of the Contract by the
Purchaser
(i) all claims, damages, losses and expenses (including legal fees and expenses) in respect of
bodily injury, sickness, disease or death of any person or damage to or loss of any property;
(ii) any non-compliance by the Seller in matters relating to statutory, legal, professional, and
other obligations and requirements;
(iii) any legal implications and damages arising out of any infringement of patents and similar
intellectual property, trademarks and any other such legal rights etc.; it shall be deemed
that the Seller has obtained all requisite permissions prior to the use of such intellectual
property and legal rights, if any, from the legal owners of the same, in respect of the
Equipment.

30. Settlement of Disputes and Arbitration

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 The Seller and Purchaser shall seek to resolve any dispute arising between them by mutual consultation
and shall endeavor to reach an amicable settlement within a period of thirty (30) days from the date of
a notice, in writing, of any dispute. If the Parties are unable to settle the dispute through mutual
consultation within this period then the dispute shall be referred to arbitration in accordance with the
Rules of Arbitration of the Singapore International Arbitration Centre (respectively, the "SIAC" and
the "SIAC Rules") as at present in force. The venue of arbitration shall be Singapore. The award shall
be reasoned award and shall be final and binding on both the Parties and shall not be subject to appeal.
Subject to arbitration, the courts at Singapore shall have exclusive jurisdiction over all matters arising
under this Contract. During the pendency of arbitration proceedings, the Parties shall continue to
perform their respective obligations under this Contract.

31. Suspension

31.1. The Purchaser may at any time instruct the Seller to suspend progress of all or any part of its
Scope of Work. The Time for Completion and other milestones specified in Clause 8 (Time for
Completion) of Annexure 2 (General Conditions of the Contract) shall be extended on a day for
day basis during the pendency of suspension. The Seller shall ensure that suspension shall not
affect the Guaranteed Performance Parameters of the Equipment.

31.2. If suspension has continued for more than One Hundred Eighty (180) days, the Seller may
request the Purchaser’s permission to proceed and the Parties will mutually discuss the
implications arising therefrom. If the Parties are unable to mutually agree on the resolution
measures, the Parties shall proceed in accordance with Clause 30 (Settlement of Disputes and
Arbitration) of Annexure 2 (General Conditions of the Contract).

32. Termination

32.1. The Purchaser may immediately terminate the Contract under the following circumstances by
giving a notice of termination to the Seller:
(i) if the Seller becomes bankrupt or insolvent, has a receiving order issued against it,
compounds with its creditors, or, if a resolution is passed or order is made for its winding
up (other than a voluntary liquidation for the purposes of amalgamation or reconstruction),
a receiver is appointed over any part of its undertaking or assets, or if the Seller takes or
suffers any other analogous action in consequence of debt; or
(ii) if the Seller has made any payment, loan or gift of money or anything of value, to any
official, employee or commercial agent of any person, public agency, public enterprise or
public international organisation or to any political party or candidate thereof, which would
constitute a bribe to influence a decision in favour of the Seller.
32.2. The Purchaser may terminate the Contract under the following circumstances by giving a fifteen
(15) days’ notice of termination to the Seller, unless the Seller’s default has been remedied by
it within the aforesaid fifteen (15) day period:
(i) Seller abandons or repudiates this Contract;
(ii) Seller, without valid reason, fails to commence the work promptly or has suspended the
progress of the work for more than twenty-eight (28) Days after receiving NTP from the
Purchaser

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 (iii) Seller persistently fails to execute this Contract or persistently neglects to carry out its
obligations under this Contract, without just cause;
(iv) Seller fails to provide the Purchaser with the Performance Bank Guarantee in terms of
Clause 7.2 of Annexure 2 (General Conditions of the Contract);
(v) Seller fails to remedy any defect or damage leading to a deprivation of the Purchaser to the
whole or substantial benefit of the Project;
(vi) if the Seller sub-contracts its Scope of Work or part thereof in violation of Clause 9 (Sub-
Contracting of Work) of Annexure 2 (General Conditions of the Contract);
(vii) Seller has failed to pay any amount due and payable under this Contract to the Purchaser;
or
(viii) Seller has committed a material breach of this Contract,

32.3. Upon termination of the Contract under Clause 32.1 or 32.2 above, at the Purchaser’s sole
discretion, the Seller shall (i) deliver to the Purchaser, Equipment / components, drawings and
other documents, which have been completed and (ii) if so instructed by the Purchaser, assign
to the Purchaser, all rights, titles and benefits of the Seller in any contracts between the Seller
and its sub-supplier (including all warranties provided by the sub-supplier) in favor of the
Purchaser.

32.4. Subsequent to the termination pursuant to Clause 32.1 or 32.2 above, the Purchaser shall either
complete the Seller’s Scope of Work under this Contract by employing a third party or shall
source the Equipment from another seller and the cost of such completion or purchasing
Equipment from another seller, including any incidental expenses incurred by the Purchaser in
relation to such completion / procurement shall be payable by the Seller to the Purchaser. If the
Seller fails to pay such amount to the Purchaser within seven (7) days of the Purchaser notifying
the amount to the Seller, the Purchaser shall have the right to recover such amounts by invoking
the Seller’s Performance Bank Guarantee.

32.5. The Seller may terminate this Contract if the Purchaser fails to pay the Seller any undisputed
amount exceeding a value of USD [insert amount equal to 10% of Contract Price] after 60 (sixty)
Days from the date of receipt of a notice from the Seller to the Purchaser notifying about non-
payment of such amounts. Upon termination of the Contract under this Clause 32.5, the
Purchaser shall make payments to the Seller for the Equipment or part thereof delivered by the
Seller to the Purchaser at the Delivery Point.

33. Modifications

The Purchaser may, by written request to the Seller, make any change in work including ordering
additions or deletions or revisions in the work. The Seller agrees to effect such change in work as the
Purchaser may from time to time request.

Within seven (7) Days of receipt by the Seller of a request by the Purchaser for a change in work, the
Seller shall furnish the Purchaser a preliminary change order, setting forth (i) a detailed breakdown of
the costs associated with the requested change in work in a manner acceptable to the Purchaser and the
effect on the Contract Price; (ii) the effect of the change in work on the Technical Specifications, the

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 Time for Completion, and the Seller’s standards of performance and the technical soundness of the
Equipment. However cost for preparation of change order shall be borne by the Seller.

34. Force Majeure

34.1. Definition of Force Majeure

In this Clause 34, "Force Majeure" means an exceptional event or circumstance:

(a) which is beyond a Party's control;

(b) which such Party could not reasonably have provided against before entering into the
Contract;
(c) which, having arisen, such Party could not reasonably have avoided or overcome, and
(d) which is not substantially attributable to the other Party.

Force Majeure may include, but is not limited to, exceptional events or circumstances of the kind
listed below, so long as conditions in Clauses 34.1 (a) to (d) above are satisfied:
(i) war, hostilities (whether war be declared or not), invasion, act of foreign enemies
(ii) rebellion, terrorism, revolution, insurrection, military or usurped power, or civil
war;
(iii) riot, commotion, disorder, strike or lockout by persons other than the Seller and
other employees of the Seller and sub-supplier’s of the Seller;
(iv) munitions of war, explosive materials, ionising radiation or contamination by
radio-activity, except as may be attributable to the Seller’s or sub-suppliers of the
Seller use of such munitions, explosives, radiation or radio- activity, and
(v) natural catastrophes such as earthquake, hurricane, typhoon or volcanic activity.

Force Majeure shall not include, except to the extent that such event or circumstances occur
directly as a result of a Force Majeure, any event caused by:
(a) the (i) negligence or intentional action, errors or omissions, (ii) failure to
comply with any Laws, or (c) breach of or default under this Contract by either
Party;
(b) the economic hardship of the Party claiming relief following an event of
Force Majeure or changes in market conditions;
(c) normal wear and tear or inherent flaws in materials and equipment or
breakdowns of equipment;
(d) unavailability of (i) fuel supply, reserves or transportation, (ii) water
supply, (iii) or electricity supply, except to the extent such unavailability is itself
due to an event of Force Majeure;
(e) inability to obtain or maintain adequate funding; and
(f) the failure of the technology or equipment comprising and incorporated
into the Permanent Works to perform as anticipated, expected or guaranteed.

34.2. Upon the occurrence of any Force Majeure event, the Party so affected in the discharge of its
obligation shall promptly, but no later than five (5) days give written notice of such event to the
other Party. The affected Party shall make every reasonable effort to remove or remedy the cause
of such Force Majeure or mitigate its effect as quickly as possible. If such occurrence results in
the suspension of all or part of a Purchase Order for a continuous period of more than one

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 hundred & eighty (180) days, the Parties shall meet and determine the measures to be taken. If
the Parties do not reach an agreement on such measures within 7 days, Purchaser shall be entitled
in its discretion to terminate the Contract affected by such occurrence, without any obligation
or liability.

34.3. Any delay or failure in performance by either Party hereto shall not give rise to any claims for
damages or loss of anticipated profits it, and to the extent, such delay or failure is caused by
Force Majeure.

35. Limitations of Liability

Notwithstanding anything to the contrary in the Contract, the aggregate liability of either Party to the
other Party in respect of all claims for liabilities arising under the Contract shall not exceed the Contract
Price under which the liabilities arose except that such limitation shall not apply to the a) any losses
incurred by an Purchaser/Owner resulting from any fraud, intentional or wilful misconduct or illegal or
unlawful acts or omissions of the Seller or any Seller’s party; or b) any liability pursuant to the Seller’s
indemnification obligations in accordance with Clause 29 (Indemnity) herein.

36. Governing Law and Language

The Contract shall be governed by the laws of England & Wales. The language for communications
shall be English.

37. Notices and Communication

All notices and communications under the Contract shall be in writing and delivered by hand (against
receipt), sent by email, mail or courier, or transmitted using any of the agreed systems of electronic
transmission on the addresses given below:

For the Seller:

Name of Authorised Person-___________
Address- ______________
Contact Number- ___________
Email Address: _______________

For the Purchaser:

Name of Authorised Person- ______________
Address- ______________
Contact Number- ___________
Email Address: _______________

38. Confidentiality
The Seller shall treat all drawings, designs, specifications and other data and information provided by
the Purchaser to the Seller and all details of the Contract as private and confidential. The Seller shall
not publish or disclose such drawings, designs, specifications and other data and information provided

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 by the Purchaser to the Seller and all details of the Contract, to any third party without the prior consent,
in writing, of the Purchaser.
39. Privity
Subject to the express terms of this Contract, no provision of the Contract is intended to or confers upon
any third party (including any sub-contractor / sub-supplier) any implied benefit or right enforceable at
the option of the third party against a Party.

40. Independent Contractor

The Seller shall be an independent contractor performing its obligations under this Contract. All
employees, representatives or sub-supplier(s) engaged by the Seller in connection with the Contract
shall be under the complete control of the Seller and shall not be deemed to be employees of the
Purchaser. Nothing contained in this Contract or in any subcontract awarded by the Seller shall be
construed to create any contractual relationship between any such employees, representatives or sub-
suppliers and the Purchaser.

41. Assignment

41.1. The Purchaser shall be entitled to assign, transfer, novate, or otherwise dispose of all or any of
its rights, obligations or benefits arising under this Contract to any of its group companies or the
lenders, bank or financial institution, providing financing to the Project. The Seller shall duly
execute and return to the Purchaser any documents provided by the Purchaser to give effect to,
or perfect under applicable laws, any such assignment, charge, encumbrance or novation.

41.2. The Seller shall be entitled to assign, transfer, novate this Contract to any of its group companies,
only with the prior written approval of the Purchaser.

42. Non-Waiver.
i) Subject to Clause 42 (iv) below, no relaxation, forbearance, delay or indulgence by either Party
in enforcing any of the terms of the Contract or the granting of time by either Party to the other
shall prejudice, affect or restrict the rights of that Party under the Contract. No waiver by either
Party of any breach of the Contract (including a waiver in accordance with Clause 42 (iv)) shall
operate as a waiver of any subsequent or continuing breach of the Contract.

ii) No approval, consent, comment, review, payment or certificate made or given (or any failure to
make or give or attend the same) by the Purchaser to the Seller under the Contract, shall relieve
the Seller of any of his obligations, risks or liabilities under the Contract.

iii) A failure to exercise or delay in exercising a right or remedy in respect of the Contract does not
impair or constitute a waiver of the right or remedy of or a waiver of other rights or remedies.

iv) Any waiver of a Party's rights and remedies in respect of the Contract shall only be effective
when in writing and signed by an authorised representative of the Party granting such waiver, be
expressed as a waiver and specify the right and the extent to which it is being waived.

43. Severability
i) If any provision of the Contract is found to be void or unenforceable, the remainder of the
Contract shall not be affected. The Parties shall endeavor to replace any such void or
unenforceable provision with a new provision that achieves substantially the same practical and
economic effect and is valid and enforceable.

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 ii) If the payment of Liquidated Damages is for any reason found to be void, invalid, such that the
Purchaser is unable to enforce his entitlement to full payment of the same, then the Purchaser
shall be entitled to claim unliquidated damages under the law governing the Contract in lieu of
Liquidated Damages provided that the Purchaser’s entitlement to such unliquidated damages
shall not exceed the amount the Purchaser would have been entitled to under the Contract, had
the entitlement to Liquidated Damages been enforceable.

44. Heading and Marginal Notes.

The headings and marginal notes to any Article, provision, Annexure or other similar attachment of
this Contract shall not affect or control the interpretation or construction of such Article, provision,
Annexure or attachment.

45. Negotiation expenses

Each Party shall be responsible for paying his own costs and expenses incurred in connection with
negotiating, preparing and entering into the Contract.

46. Continuing Obligations

Notwithstanding any dispute or reference to dispute resolution hereunder, the Parties shall continue to
perform their respective obligations under the Contract unless the Parties otherwise agree.

47. Survival
The following provisions of GCC shall survive expiry of termination of this Contract: Clause 25
(Defect Notification Period), Clause 29 (Indemnity), Clause 30 (Settlement of Dispute & Arbitration),
Clause 35 (Limitation of Liability), Clause 36 (Governing Law and Language), Clause 37 (Notices
and Communications) and Clause 38 (Confidentiality).

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 Annexure 3

Technical Specifications
(To be attached during the execution of the Contract)

Page 25 of 33
 Annexure 4
Mandatory Spares
(To be attached during the execution of the Contract)

Page 26 of 33
 Annexure 5
Format of Bank Guarantees

A) Format for Advance Bank Guarantee

1. Whereas Global Infra FZCO, a company incorporated under the laws of United Arab Emirates having
its office at Dubai Airport Free Zone Authority, P.O. Box 371335, Unit No 4WA 707, Dubai, UAE
(hereinafter referred to as the “Buyer”, which expression shall, unless it is repugnant to the context or
meaning thereof, be deemed to include its successors and permitted assigns) has entered into a contract
dated [] (hereinafter referred to as the "Contract") with [Company name and address] (hereinafter referred
to as the “Seller”, which expression shall, unless it is repugnant to the context or meaning thereof, be
deemed to include its successors and permitted assigns for supply of [Scope of Supply] as set out in the
Scope of Supply on the terms and conditions more particularly detailed in the Contract.

2. And whereas the Seller has agreed to provide the Buyer and the Buyer has agreed to accept the
unconditional Advance Bank Guarantee (the “Guarantee”) for USD [] (US Dollars []) being an amount
equivalent to ten (10) percent of the Contract Price for the timely completion and faithful and successful
execution of the Contract from [issuing bank name and address] hereinafter referred to as "the Bank",
(which expression shall unless it be repugnant to the context or meaning thereof be deemed to include its
successors and permitted assigns), in accordance with the Contract.

3. Now therefore, in consideration inter alia of the Buyer granting the Seller the Contract, the Bank hereby
unconditionally and irrevocably guarantees and undertakes, on a written demand made in accordance with
provisions of this Guarantee hereof, to immediately pay to the Buyer any amount so demanded (by way of
one or more claims) not exceeding in the aggregate USD [] (US Dollars []) without any demur,
reservation, contest or protest, without reference to the Seller and without the Buyer needing to provide or
show to the Bank, the grounds or reasons or justification for such demand for the sum/s demanded.

4. Any such demand made by the Buyer on the Bank shall be conclusive and binding, notwithstanding any
difference between the Buyer and the Seller or any dispute raised, invoked, threatened or pending before
any court, tribunal, arbitrator or any other authority.

5. The Bank also agrees that the Buyer at its option shall be entitled to enforce this Guarantee against the
Bank as a principal debtor without proceeding against the Seller notwithstanding any other security or other
guarantee that the Buyer may have in relation to the Seller's liabilities.

6. The Bank hereby waives the necessity for the Buyer first demanding the aforesaid amounts or any part
thereof from the Seller before making payment to the Buyer and further also waives any right the Bank may
have of first requiring the Buyer to use its legal remedies against the Seller, before presenting any written
demand to the Bank for payment under this Guarantee.

7. The Bank's obligations under this Guarantee shall not be reduced by reason of any partial performance
of the Contract.

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8. The Bank further unconditionally and unequivocally agrees with the Buyer that the Buyer shall be at
liberty, without the Bank's consent and without affecting in any manner its rights and the Bank's obligation
under this guarantee, from time to time, to:

i. Vary and/or modify any of the terms and conditions of the Contract;

ii. Forebear or enforce any of the rights exercisable by the Buyer against the Seller under the terms and
conditions of the contract; or

iii. Extend and/or postpone the time for performance of the obligations of the Seller under the Contract;

And the Bank shall not be relieved from its liability by reason of any such act or omission on the part of the
Buyer or any indulgence shown by the Buyer to the Seller or any other reason whatsoever which under the
law relating to sureties would, but for this provision, have the effect of relieving the Bank of its obligations
under this Guarantee.

9. Any payment made hereunder shall be made free and clear without deduction for, or on account of, any
present or future taxies, levies, imposts, duties, charges, fees, commissions, deductions, withholdings of
any nature whatsoever and by whomever imposed.

10. This Guarantee shall not be discharged by any change in the constitution or composition of the Seller
and shall not be affected or discharged by the liquidation, winding-up, bankruptcy, reorganization,
dissolution or insolvency of the Seller or any other circumstances whatsoever.

11. This Guarantee shall be in addition to and not in substitution or in derogation of any other security held
by the Buyer to secure the obligations of the Seller under the Contract.

12. The Buyer may assign this Guarantee to the Lender’s, banks or financial institutions with all rights and
claim without the prior written consent of the Seller. The Buyer may assign this Guarantee to any person
with all rights and claim with the prior written consent of the Seller. In all such cases, the Buyer shall inform
the Bank in writing of such assignment. However the Bank shall not transfer or assign this Guarantee
without the prior permission of Buyer.

13. Notwithstanding anything contained herein above, the liability of the Bank under this Guarantee shall
be restricted to a maximum aggregate amount of USD [] (US Dollars []) and this Guarantee shall be valid
and enforceable with respect to all claims made as per the terms of this Guarantee on or before [enter a date
30 days after date of Final Take Over Certificate]. The Bank’s liability pursuant to this Guarantee is
conditional upon the receipt of a written demand to the Bank, delivered by hand, courier, fax or registered
post, prior to close of banking business hours on [enter a date 30 days after date of Final Take Over
Certificate], failing which all rights under this Guarantee shall be forfeited and the Bank shall stand
absolutely and unequivocally discharged of all of its obligations hereunder. If Buyer so requires, Buyer
may request the Bank to confirm the genuineness of this Guarantee. This Guarantee may be extended by
the Bank in its sole discretion, at the request of the Buyer.

14. On expiry of this Guarantee, all rights under the said Guarantee shall be forfeited and the Bank shall be
relieved and discharged from all liabilities hereunder.

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15. The Bank undertakes not to revoke this Guarantee during its validity except with the prior written
consent of the Buyer and agrees that any change in the constitution of the Bank or the Seller shall not affect
or discharge the Bank's liability hereunder.

16. This Guarantee shall be governed by the laws of [same as contract governing law]. Any suit, action, or
other proceeding arising out of, connected with, or related to this Guarantee or the subject matter hereof
shall be subject to the exclusive jurisdiction of the courts of [same as contract].

Format for Performance Bank Guarantee

1. Whereas Global Infra FZCO, a company incorporated under the laws of United Arab Emirates having
its office at Dubai Airport Free Zone Authority, P.O. Box 371335, Unit No 4WA 707, Dubai, UAE
(hereinafter referred to as the “Buyer”, which expression shall, unless it is repugnant to the context or
meaning thereof, be deemed to include its successors and permitted assigns) has entered into a contract
dated [] (hereinafter referred to as the "Contract") with [Company name and address] (hereinafter referred
to as the “Seller”, which expression shall, unless it is repugnant to the context or meaning thereof, be
deemed to include its successors and permitted assigns for supply of [Scope of Supply] as set out in the
Scope of Supply on the terms and conditions more particularly detailed in the Contract.

2. And whereas as per the Contract, the Seller is obliged to provide to the Buyer an unconditional
performance bank guarantee (hereinafter referred to as the “Guarantee”) for USD [] (US Dollars []) being
an amount equivalent to fifteen (15) percent of the Contract Price for the timely completion and faithful
and successful execution of the Contract from [issuing bank name and address] hereinafter referred to as
"the Bank", (which expression shall unless it be repugnant to the context or meaning thereof be deemed to
include its successors and permitted assigns), in accordance with the Contract.

3. Now therefore, in consideration inter alia of the Buyer granting the Seller the Contract, the Bank hereby
unconditionally and irrevocably guarantees and undertakes, on a written demand made in accordance with
provisions of this Guarantee hereof, to immediately pay to the Buyer any amount so demanded (by way of
one or more claims) not exceeding in the aggregate USD [] (US Dollars []) without any demur,
reservation, contest or protest, without reference to the Seller and without the Buyer needing to provide or
show to the Bank, the grounds or reasons or justification for such demand for the sum/s demanded.

4. Any such demand made by the Buyer on the Bank shall be conclusive and binding, notwithstanding any
difference between the Buyer and the Seller or any dispute raised, invoked, threatened or pending before
any court, tribunal, arbitrator or any other authority.

5. The Bank also agrees that the Buyer at its option shall be entitled to enforce this Guarantee against the
Bank as a principal debtor without proceeding against the Seller notwithstanding any other security or other
guarantee that the Buyer may have in relation to the Seller's liabilities.

6. The Bank hereby waives the necessity for the Buyer first demanding the aforesaid amounts or any part
thereof from the Seller before making payment to the Buyer and further also waives any right the Bank may
have of first requiring the Buyer to use its legal remedies against the Seller, before presenting any written
demand to the Bank for payment under this Guarantee.

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7. The Bank's obligations under this Guarantee shall not be reduced by reason of any partial performance
of the Contract.

8. The Bank further unconditionally and unequivocally agrees with the Buyer that the Buyer shall be at
liberty, without the Bank's consent and without affecting in any manner its rights and the Bank's obligation
under this guarantee, from time to time, to:

i. Vary and/or modify any of the terms and conditions of the Contract;

ii. Forebear or enforce any of the rights exercisable by the Buyer against the Seller under the terms and
conditions of the contract; or

iii. Extend and/or postpone the time for performance of the obligations of the Seller under the Contract;

And the Bank shall not be relieved from its liability by reason of any such act or omission on the part of the
Buyer or any indulgence shown by the Buyer to the Seller or any other reason whatsoever which under the
law relating to sureties would, but for this provision, have the effect of relieving the Bank of its obligations
under this Guarantee.

9. Any payment made hereunder shall be made free and clear without deduction for, or on account of, any
present or future taxies, levies, imposts, duties, charges, fees, commissions, deductions, withholdings of
any nature whatsoever and by whomever imposed.

10. This Guarantee shall be a continuing contract performance bank guarantee and shall not be discharged
by any change in the constitution or composition of the Seller, and this Guarantee shall not be affected or
discharged by the liquidation, winding-up, bankruptcy, reorganization, dissolution or insolvency of the
Seller or any other circumstances whatsoever.

11. This Guarantee shall be in addition to and not in substitution or in derogation of any other security held
by the Buyer to secure the obligations of the Seller under the contract.

12. The Buyer may assign this Guarantee to the Lender’s, banks or financial institutions with all rights and
claim without the prior written consent of the Seller. The Buyer may assign this Guarantee to any person
with all rights and claim with the prior written consent of the Seller. In all such cases, the Buyer shall inform
the Bank in writing of such assignment. However the Bank shall not transfer or assign this Guarantee
without the prior permission of Buyer.

13. Notwithstanding anything contained herein above, the liability of the Bank under this Guarantee shall
be restricted to a maximum aggregate amount of USD [] (US Dollars []) and this Guarantee shall be valid
and enforceable with respect to all claims made as per the terms of this Guarantee on or before [enter a date
30 days after Defects Liability Period]. The Bank’s liability pursuant to this Guarantee is conditional upon
the receipt of a written demand to the Bank, delivered by hand, courier, fax or registered post, prior to close
of banking business hours on [enter a date 30 days after Defects Liability Period], failing which all rights
under this Guarantee shall be forfeited and the Bank shall stand absolutely and unequivocally discharged
of all of its obligations hereunder. If Buyer so requires, Buyer may request the Bank to confirm the
genuineness of this Guarantee. This Guarantee may be extended by the Bank in its sole discretion, at the
request of the Buyer.

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14. On expiry of this Guarantee, all rights under the said Guarantee shall be forfeited and the Bank shall be
relieved and discharged from all liabilities hereunder.

15. The Bank undertakes not to revoke this Guarantee during its validity except with the prior written
consent of the Buyer and agrees that any change in the constitution of the Bank or the Seller shall not affect
or discharge the Bank's liability hereunder.

16. This Guarantee shall be governed by the laws of [same as contract governing law]. Any suit, action, or
other proceeding arising out of, connected with, or related to this Guarantee or the subject matter hereof
shall be subject to the exclusive jurisdiction of the courts of [same as contract].

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 Annexure 6
Performance Liquidated Damages
(To be attached during the execution of the Contract)

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 Annexure 7
List of preferred sub-suppliers
(To be attached during the execution of the Contract)

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