Contract

	CONTRACT Nº AZ-CN-PU-CON-0164 Rev.0
A DDRESS:	Page 1 de 26
C/ Cardenal Xxxxxxx Xxxxxxx, 6
28016 – Madrid
Spain
	DATE: XX/XX/XXXX
SUPPLY CONTRACT	COST CODE: 03.05.001.023

SUPPLIER:

NAME / TRADE NAME: PROYSER Caldereria, SA

ADDRESS: Av. Alcotanes, 30 (28320-Pinto) CITY: Madrid (Spain)

AUTORIZED PERSON TO SIGN: Xx. Xxxxxx X. Xxxxx

POSITION: CEO

NIF: ESA83234609

PHONE: (x00) 000 000 000

COBRA INSTALACIONES Y SERVICIOS, S.A. (the “PURCHASER”) and PROYSER (the “SUPPLIER”),

formalize this supply contract relative to:

FUEL GAS PERFORMANCE HEATER

In demonstration of conformity, both parties sign this Contract in two copies, dated as indicated above.

By PURCHASER				By SUPPLIER
Project Manager	Procurement Manager	Regional General Manager	General Manager Xxxx Xxxxxxx Xxxxxxxxx	AUTORIZED PERSONNEL: Xxxxxx X. Xxxxx
Signed: Xxxxxx Xxxxxx Xxxx	Signed: Xxxxxx Xxxxxxxx	Signed: Xxxxxxx Xxxxx	Signed: Xxxx Xxxxxxx Xxxxxxxxx	Signed: / /

INDEX

1. CONTRACT SUMMARY TABLE 3 4

2. GENERAL CONDITION 4 5

3. DEFINITIONS 4 5

4. SCOPE 7 8

5. CONTRACT DOCUMENTS 10 12

6. CONTRACT PRICE 10 13

7. EFFECTIVE DATE 13 15

8. CONTRACTUAL DELIVERY DATES 13 15

9. TERMS OF PAYMENT 14 17

10. PAYMENT MILESTONES 14 18

11. TERMINATION 15 18

12. NOTICES 15 18

13. PROVISIONAL AND FINAL ACCEPTANCE OF THE EQUIPMENT 15 19

14. LIQUIDATED DAMAGES 15 19

15. INSURANCES 16 19

16. BANK GUARANTEES 17 21

17. WARRANTY 18 22

18. RESPONSABILITIES 20 23

19. LIMITATIONS OF LIABILITIES 21 24

20. GOVERNING LAW AND ARBITRATION 21 24

21. LANGUAGE 21 25

22. INTELLECTUAL PROPERTY 21 25

23. PROTECTION OF ENVIRONMENT 22 25

24. ACCELERATION PLAN 23 26

25. MAKE GOOD CRITERION.............................................¡ERROR! MARCADOR NO DEFINIDO. 26

26. LIST OF ANNEXED DOCUMENTS .................................¡ERROR! MARCADOR NO DEFINIDO. 27

1. CONTRACT SUMMARY TABLE

Main Contractual Terms
Effective Date	XX/XX/XXXX
Scope of Works	Supply of FUEL GAS PERFORMANCE HEATER
Contract Price	190.000,00 EUR
Payment Terms	Confirming 180 days from invoice date
Milestones	%	Concept
	10	Down payment
	7	At approval of engineering documentation in first edition, limited to documents listed in Clause 8 (d)
	15 12,5	Upon reception of tubes at the workshop
	15 12,5	Upon reception of forging material at the workshop
	4 843	At FOB Port of Valencia delivery
	10	At the Provisional acceptance but no later than four (4) months from FOB delivery
Delivery time	Description		Completion Dates
	Delivery date of equipment		3 0/11/2020[LMRC1]
Bonds	Advance Payment		10%
	Performance		10%
	Warranty		10%
Warranty	24 months from Provisional Acceptance of the facility or 36 months from the delivery date

2. GENERAL CONDITION

The terms set forth in this Agreement shall prevail over any other terms, unless otherwise agreed between the Parties.

The works included in the scope shall be performed under the conditions contained in this Agreement and the documents cited herein.

3. DEFINITIONS

“Approved Provider” shall mean international financial institutions that are acceptable to the PURCHASER.

“Authority” shall mean any government, either federal, state, municipal, or any secretary, department, tribunal, commission, board, agency or authority.

“Bank Guarantee” means the unconditional on demand performance guarantee to be provided by the SUPPLIER to the PURCHASER, substantially in accordance with the draft set out in Annex 3, which bank guarantee, must be issued by the SUPPLIER.

“Business Day” means a Day, other than a Saturday or a Sunday or an official public holiday.

“Confidential Information” means any and all information and data disclosed to a Party by the other Party in connection with this Contract that:

a) if disclosed in writing, is marked "confidential" or "proprietary" at the time of such disclosure;

b) if disclosed orally, is identified as "confidential" or "proprietary" at the time of such disclosure, and is confirmed, as “confidential” or “proprietary” in writing sent by the disclosing Party to the receiving Party within 20 days after any such disclosure;

c) relates to the Parties’ negotiations, and the existence or terms of, this Contract;

d) relates to all reports, information, data, documents, plans, specifications, technical know-how or other material directly or indirectly disclosed or made available by or on behalf of one Party to the other Party, whether or not marked "confidential" or "proprietary"; or

e) is, or would, under the circumstances, be understood to be confidential or proprietary by a person exercising reasonable business judgment, whether or not marked "confidential" or "proprietary".

“Consents” means all consents, permits, clearances, authorisations, approvals, rulings, exemptions, registrations, filings, decisions, licences, required to be issued by or made with any responsible authority in connection with the performance of the Supplies.

“Contract” or “Purchase Order” (used indistinctively) means this document, of which all Annexes hereto form an integral part. In the event of discrepancies between the text of the Contract and its Annexes, the Contract shall prevail.

“Contract Price” or “Price” means the amount to be paid to the SUPPLIER by the PURCHASER on the full and correct performance of the Supply.

“Contract Documents” means this Contract and the documents referenced in the Contract including the drawings, instructions, Technical Specification, and other documents necessary for the proper Supply of Goods attached hereto.

“Contract Effective Date” means the Contract Date.

“Defect” Means:

i. Defect or Defects means any defect, failure, fault, error, deficiency, omission, non-conformity, malfunction, irregularity or other defect in the Works, the Facility or any Spare Part, including in any design, materials or workmanship, and any failure of the Works to comply with the requirements,and "Defective" shall be construed accordingly.

ii. Act, default or omission of the SUPPLIER or any person for whom the SUPPLIER is responsible, done or omitted to be done either before or during the relevant Defects Liability Period including any non-compliance with the requirements established for the Goods and the Supply under this Contract and/or the Technical Specification, excluding normal wear and tear. SUPPLY not compliant with the specific performance values and parameters specified in the Technical documentation, shall automatically be considered defective, for the purposes of this Contract.

“Enviroment” means the physical factors of the surroundings of humans and other life forms, including the land, soil, plants habitat, waters, atmosphere, climate, sounds, odors, tastes, biodiversity and the social and aesthetic values of landscape.

“Facility” means the Centrale Thermique D’azito / Azito O&M Sa 18 Bp 2204 Abidjan Yopougon Niangon Sud A Gauche – Village Azito Abidjan – Côte D’ivoire.

“Goods” means the equipment, parts of equipment, articles and packaging, including all required documents, drawings, manuals and reports, specified or required to be furnished in conjunction with such Supply materials, equipment, articles, and packaging ordered under the Contract Documents.

“Intellectual Property” means all intellectual and industrial property of any kind whatsoever, whether written or oral, on whatever medium, including (but not limited to) processes, data, software, computer data base, know-how, inventions, patents, license, design, hardware, sets of documents, plans, technical sheets, manufacturing product lines, manufacturing plans, processes, drawings, materials, models, prototypes, sets of trials, trade secrets and/or copyrights.

“Law” means:

(a) any constitution, statute, ordinance, treaty, decree, proclamation or subordinated legislation or other legislative measure, including all national and provincial statutes and legislation and all municipal by-laws, as well as the common law and customary law and any judgment, decision, order or rule of any court or tribunal with relevant jurisdiction, in each case having the force of applicable law; and

(b) any present or future directive, requirement, instruction, request, order, regulation, condition of or limitation in any necessary approval, permission, permit approval, consent, licence, authorisation, registration, grant, acknowledgement, exemption or agreement to be obtained from any Responsible Authority, or direction or rule of a Responsible Authority which is legally binding or, if not legally binding, would customarily be complied with by a Reasonable and Prudent SUPPLIER, including any binding technical codes

“Latent Defect” means a material Defect in design, workmanship or materials in the Works that existed prior to the expiry of the applicable Defects Liability Period but was not reasonably capable of being discovered by the PURCHASER in the course of normal operation and maintenance of the Works.

“Latent Defects Liability Period” means the period of 5 Years commencing from the Provisional Acceptance Date (the 5 Year Latent Defect Liability Period).

“Liquidated Damages for Delay” means the liquidated damages applicable in case of SUPPLIER’s delay as governed by Clause LIQUIDATED DAMAGES.

“Main Contract” or “EPC Contract” means the EPC contract for the Project signed by and between the Owner and the PURCHASER.

“NCR” means non conformity report.

“Operation and Maintenance Manual” means, as applicable, the complete instructions for the handling, transport, assembly and installation, start-up, operation and maintenance of the Supply, which must be provided by the SUPPLIER to the EPC Contractor.

“Owner” means AZITO ENERGIE S.A. among others, who has signed the Main Contract for the execution of the works and services included in the scope of said Main Contract, its various authorized agents, representatives, and its successors and assignees.

“Payment Milestone” means a milestone listed in Clause Payment Milestones.

“Performance Guarantee” means the values to be reached by the Equipment as stated in the technical documentation.

“Performance Liquidated Damages” means the liquidated damages for failure to comply with the Performance Guarantees.

“Project” means the development, design, engineering, procurement, construction, installation, and commissioning, testing, delivery, commercial operation, operation and maintenance of the Facility.

“QA/QC” means quality assurance and quality control.

“QCP” means quality control plan.

“Punch List” means a list of minor Defects that will not prejudice the ability of the PURCHASER to properly operate the Facility legally and safely and to meet the Performance Guarantees.

“PURCHASER” or “EPC PURCHASER” means COBRA INSTALACIONES Y SERVICIOS, S.A. the

company that is contracting the Services to the SUPPLIER in terms of this Contract, and who will be responsible, as main PURCHASER, for the construction of the Project.

“Signature Date” means the date of signature of this Contract by the Party signing it last in time.

“Site” or “Project Site” or “Plant” means the land upon which the Facility is to be constructed near Yopougon.

“Sub SUPPLIER” means any person to whom performance of any part of the Supplies, including preparation of any design or supply, is subcontracted by the SUPPLIER.

“Supplies” or “Scope” or “Supply” means the whole of the supplies to be procured and supplied, and works and services to be performed by the SUPPLIER under this Contract, and includes the rectification of defects and any variation agreed as per this Contract.

“SUPPLIER” means the company, including equipment or material or consumables, to whom the PURCHASER subcontracts the Services in terms of this Contract.

“SUPPLIER IP” means all Intellectual Property owned or used by or licensed to the SUPPLIER or any other person engaged by the SUPPLIER, which is necessary to perform the Supplies (including know-how and technical information) and which exists prior to the signature date or is developed or acquired by the SUPPLIER independently of this Contract and which does not relate specifically to, but is necessary for, the Project

“Taxes” all taxes under any Law (whether currently in force or coming into force on or after the Signature Date), including, all sales, VAT, excise and storage taxes, licence and permit fees, income, profit, fringe benefit, franchise, personal property taxes, payroll and employment taxes, levies, imposts, deductions, charges, withholdings and duties (including, stamp and transaction duties), together with any related interest, penalties, additional tax, fines and other statutory charges and whether imposed by Responsible Authority.

“Unforeseeable Conduct” shall occur if, after the Signature Date, any Responsible Authority takes any action (including the introduction, application, or change of any Law, regulation, by-law or order having the force of Law) or fails to carry out its obligations as prescribed by Law, that:

a) results in one or more changes to the codes of conduct that have a material financial impact on the Contract; or

b) if it has an effect:

(i) directly borne by:

1. the Project and no other similar projects;

2. the EPC PURCHASER or the SUPPLIER and no other persons; or

3. parties undertaking projects similar to the Project and no other persons; and

(ii) in respect of which the SUPPLIER or EPC PURCHASER (as the case may be having regard to the Party submitting the relevant claim) is not entitled to any other relief pursuant to any other provisions of this Contract; and

(iii) which was not foreseen by the SUPPLIER or the EPC PURCHASER (as the case may be having regard to the Party submitting the relevant claim) on or before the Signature Date or if it was foreseen, the impact on the performance of the Services was not foreseen; and

(iv) which could not reasonably have been foreseen by any person in the position of the SUPPLIER or the EPC PURCHASER on or before the Signature Date or if it could have reasonably have been foreseen, the impact on the performance of the Services could not reasonably have been foreseen,provided that, in respect of all situations falling within sub- clauses (a) or (b):

1. Unforeseeable Conduct shall be deemed not to have occurred under circumstances where any action or omission of the Responsible Authority is in direct response to any act or omission of the SUPPLIER or the EPC PURCHASER which is illegal (other than an act or omission rendered illegal by virtue of such conduct of the Responsible Authority) or in violation of agreements to which the SUPPLIER or EPC PURCHASER is a party;

2. an increase in taxes of general application which does not discriminate against the SUPPLIER or against the EPC PURCHASER and other parties undertaking services similar to the Services shall be deemed not to be Unforeseeable Conduct;

3. Unforeseeable Conduct shall be deemed not to have occurred if such conduct by the Responsible Authority is required as a result of an event of Force Majeure and is reasonably proportionate thereto; and

4. Unforeseeable Conduct shall not include any Law that was enacted or made but not yet in force as at the Signature Date, or any proposed or new Law that was promulgated or issued for comment at any time before the Signature Date if and to the extent that such Law when enacted or made and brought into effect is materially unchanged.

“Variation” means any modification, addition, omission, or other variation to the Scope.

4. SCOPE

The scope of this Contract is to provide the FUEL GAS PERFORMANCE HEATER in accordance with and subject to the terms and conditions of the Contract to be supplied for the construction of the AZITO IV project, located in the Centrale Thermique D’azito / Azito O&M Sa 18 Bp 2204 Abidjan Yopougon Niangon Sud A Gauche – Village Azito Abidjan – Côte D’ivoire.

The SUPPLIER then,

 acknowledges its technical, operative and economic ability to carry out the Contract,

 declares that it is not immersed in any litigation, judicial or administrative process or any other present circumstances that does or has the substantial potential to serve as a material legal or economic impediment for the true compliance with the obligations and commitments assumed by virtue of the Contract,

 accepts the Contract in full knowledge of the requirements and location of the Works,

 acknowledges that it has in its possession or has received from PURCHASER all the information or details required to carry out the Contract,

 Waives the right to exercise its own general conditions of sale,

 Confirms that the technical offer complies with the Technical Specifications and scheduled of tests, inspections and the agreed Performance Guarantees.

4.1. Scope of Equipment and Services

4.1.1. Scope of equipment

The Equipment under this Contract will be suitable for operation in accordance with the Technical Specifications and the Applicable Law.

The SUPPLIER shall supply the Equipment in accordance with the Comment Sheet, Technical Specifications and documents included in Annex 1. Equipment shall be supplied in accordance with the requirements expressed in such specifications.

The basic scope of supply includes but it is not limited the following items:

 Supply of Fuel Gas Performance Heater DFU TEMA Type C

The following equipment and materials are included in the scope of supply:

- Shop complete fabrication of the heat exchanger with its various components, which must be also equipped with the necessary handling devices for loading, unloading, erection, etc., such as eyes bolts, welded lifting lugs, backing plates, guiding sheets, etc

- Tube support plates, antivibration and internal baffles, impingement tube protection grid, perforated plates, expansion bellows, etc

- Noise protection insulation and lagging (if required) and fixing elements on all equipment to be insulated (if applicable)

- Surface preparation and finish painting of the whole system in the workshop, according to painting specification document “AZ-20-VDJ-ME-SPE-IDM-0001 General Painting Specification”, as specified for outdoor equipment.

- Lifting lugs for erection or maintenance labors.

- Insulation clips, as required

- Characteristics nameplate.

- All the auxiliary elements necessary for the correct operation of the equipment shall be included

- Start up and commissioning spare parts (2 gaskets set + 10% stud bolts, min 5 units of each type) for main flanges and nozzles with blind flange.

- Special Tools

- Earthing lugs/terminals

Vendor shall provide all materials, devices and systems required for erection and operation of the scope of supply within the battery limits defined.

The SUPPLIER must provide an updated and revised final Operation and Maintenance Manual in electronic format and four hard copies before the Provisional Acceptance Date.

4.1.2. Scope of Services

The SUPPLIER shall provide the Services defined in this Contract.

The basic scope of SERVICES includes but it is not limited the following items:

- Complete Engineering (including functional design, hydraulic design, pressure parts definition, support, lifting lugs loads, if applicable).

- Complete manufacturing of the equipment, including related processes as an example, post welding heat treatment (PWHT) (if required).

- Mechanical, thermal and hydraulic design.

- Technical Documentation

.	CONTRACT Nº AZ-CN-PU-CON-0164 Rev.0
SUPPLY CONTRACT	PAGE 9 OF 23

- Detailed project schedule, with monthly update.

- Definition of loads, forces and moments

- Factory inspections and tests

- All required activities to comply with ASME VIII Div.1, TEMA and related (design code)

- Documentation, including field erection and welding instructions and testing procedures, and the necessary documentation for the equipment official legalization"

- Labeling according KKS code

- Guarantees and warranties.

- Engineering Dossier including all calculation report, drawing, data sheet, list

- Installation/erection manuals shall be in English and French.

- Manuals for operation and maintenance of the equipment in English and French.

- Certificate of Compliance (COC) of Materials

- Manufacture and assembly

- Quality assurance and quality control protocols

- Painting and coating Certificate of Compliance (COC) and testing

- Surface preparation and painting according ISO 12944-2018 C5 high durability (project s pecification “AZ-20-VDJ-ME-SPE-IDM-0001 General Painting Specification” is based in ISO 1 2944-2007). Surface preparation and finish painting of the whole system in the workshop, according to painting specification document “AZ-20-VDJ-ME-SPE-IDM-0001 General Painting Specification”, as specified for outdoor equipment.

- Seaworthy Packing and Marking

- Delivery FOB Port of Valencia acc Incoterms 2020

4.1.3. Optional Scope

 Erection supervision, including one (1) supervisor during ten (10) days with all expenses included

 Commissioning and start-up supervision including one (1) supervisor during Ten (10) days with all expenses included

 Technical assistance for the final acceptance tests (daily rate with all expenses included)

 Training for operation staff at site acc to technical specification (one (1) day all expenses included).

 Spare parts for 2 years O&M

The SUPPLIER undertakes to use reasonable skill and care in performing the Services, and is responsible for all Works to meet the Contract requisites and to have the technical validity, relevance and accuracy, which conform to the documents and instructions, submitted.

The SUPPLIER undertakes to use reasonable skill and care in performing the Services, and is responsible for all Works to meet the Contract requisites and to have the technical validity, relevance and accuracy in accordance with compliance with the Technical Specifications and the Applicable Law.

The SUPPLIER acknowledges and agrees that it will obtain and maintain during the term of the Contract all Consents, licences, authorizations or permits, of whatever nature, that are required in order to render the Services and/or supply the Equipment.

The Parties acknowledge and agree that the SUPPLIER must perform all such work and supply all such materials, services and Equipment necessary for the completion of the Works and the achievement of the Provisional Acceptance Date by the Commercial Operation Date that is not specifically mentioned in this Contract which respecting the agreed battery limits, can be reasonably inferred from the Contract, as being required for the proper performance of the Works in accordance with this Contract, as if such work, materials, services and equipment were expressly mentioned in this Contract.

.	CONTRACT Nº AZ-CN-PU-CON-0164 Rev.0
SUPPLY CONTRACT	PAGE 10 OF 23

5. CONTRACT DOCUMENTS

The Contract, its anexes and documents specified therein supersede and replace any previous oral or written agreement that may have existed between the Parties.

The Contract consists of the following Contract Documents. The Contract Documents forming the Contract are to be taken as mutually explanatory of one another. If there is an ambiguity or discrepancy in the documents, the priority of the documents shall be as follows::

1. This Contract Number AZ-CN-PU-CON-0164 Rev.0

Annex 1 Engineering Technical Documentation of Fuel Gas Performance Heater 1.a) 200025 AZ-20-YD-EG-PRO-IDM-0001_00_RNC Deviation List

1.b) AZ-20-YD-EG-PRO-IDM-0002_0_Comment sheet XXXX-PROYSER 200311

1.c) Technical Documents

#	DOCUMENT					REV.
1	AZ-21-EK-ME-SPE-IDM-0001 Gas Performance Heater Technical Specification					2
2	AZ-21-EK-ME-DST-IDM-0001 Gas Performance Heater Data Sheet					1
3		AZ-20-YD-EG-PRO-IDM-0027	Spare Parts List	[LMRC2]	[LMRC3]	0
4	AZ-20-YD-EG-PRO-IDM-0009 Consumables List		Lubricants and			0
5	AZ-20-YTZ-EG-SPE-IDM-0001 Project Master Data					1
6	AZ-20-YM-ME-DCR-IDM-0001 Criteria		Mechanical and Process Design			1
7	AZ-20-VDJ-ME-SPE-IDM-0001		General Painting Specification			1
8	AZ-20-YDC-EG-DOS-IDO-0001 KKS application guide					0A
9	AZ-20-YDC-EG-SPE-IDM-0001		Marking and Identification			1
10	AZ-20-YE-EL-DCR-IDM-0002 Electrical Design Criteria					0

Annex 2. COBEN-AP-PU-PRO-0007 - Condiciones Generales de Contratación de Suministro Annex 3: Formats: Bank Guarantees templates

Annex 4. AZ-QA-PRO-COB-0001_00 Vendor Quality Assurance and Document Management Procedure Annex 5. COBEN-AP-EX-PRO-0001 Expediting Procedure

Annex 6. Shipping Instructions and Importing Requirements

Annex 7. AZ-PM-PRO-COB-0001_00 Documents and Communications Coding Procedure Annex 8. Anti-corruption Corporate Compliance

6. CONTRACT PRICE

The Contract total amount is:

189.000,00 €

(One hundred eighty-nine thousand Euros)

VAT not included.

The Contract Price is fixed, non –escalating and shall not be revised.

ITEM	Description	Qty.	Unit price (€)	Total price (€)
1	Fuel Gas Performance Heater DFU TEMA Type C TAG 21EKC10AC001 according to Clause 4 and Annex 1	1	-	185.0000,00
Complete Engineering				Included
Complete manufacturing of the equipment				Included
Mechanical, thermal and hydraulic design				Included
Technical Documentation				2.000,00
Detailed project schedule, with monthly update				Included
Definition of loads, forces and moments				Included
Factory inspections and tests				Included
All required activities to comply with ASME VIII Div.1, TEMA and related (design code)				Included
Documentation, including field erection and welding instructions and testing procedures, and the necessary documentation for the equipment official legalization"				Included
Labeling according KKS code				Included
Guarantees and warranties.				Included
Engineering Dossier including all calculation report, drawing, data sheet, list				Included
Installation/erection manuals shall be in English and French.				Included
Manuals for operation and maintenance of the equipment in English and French.				Included
Certificate of Compliance (COC) of Materials				Included
Manufacture and assembly				Included
Quality assurance and quality control protocols				Included
Painting and coating Certificate of Compliance (COC) and testing				Included
Seaworthy Packing and Marking				Included
Delivery FOB Port of Barcelona acc Incoterms 2020				2.000,00
Total Amount of the Contract				189.000,00 €

The Price is fixed and not revisable under any circumstances for the scope. This includes, among others, all the services, direct and indirect costs, industrial benefit, supplies of material, transport to the delivery site indicated in the Contract, packing, travel of the SUPPLIER’S own personnel, use of any equipment necessary for the completion of Scope in accordance with this Contract, including, without limitation, manufacturing the equipment, all the necessary insurances, rights and expenses, as well as all the taxes, duties, tariffs, charges of any kind, for the timely and satisfactory execution of the Scope by the SUPPLIER. Consequently, the SUPPLIER assumes the whole economic risk with regard to, but not limited to any modification to the cost of the services and materials, equipment and goods, transport, duties, taxes, charges, social insurance, salary reviews or to any other aspect that affects the Scope and that may occur for any reason, unless expressively stipulated otherwise in the Contract.

All customs, duties, taxes, fees and charges incurred against the SUPPLIER within the country of manufacturing shall be for the account of the SUPPLIER. In particular, the SUPPLIER shall pay all sales, income and other taxes and duties, tariffs and imports that can be lawfully assessed against the SUPPLIER by any government or Authority of country of manufacturing of the Equipment or for services on Site, and shall be responsible and pay in due time for all licenses permits and inspection required by any Authority with regard to the Equipment supply including the cost or securing all export licenses and transport permits for materials, temporary equipment, equipment, supplies and personnel exported from that country.

The Price includes all the financing costs corresponding to the commercial discount of the Confirming, from the effective payment date until the theoretical date of expiration of 180 days considering a market interest rate. The Contract Price includes the performance of all of the Supply covered by this Contract, including those that, although not expressly referred to herein, can be reasonably inferred as being necessary to achieve the scope agreed in the conditions set forth in this Contract and the Annexes hereto.

The performance of the Supply shall at all times comply with all official provisions in force relating thereto, and shall also adjust to any changes that may occur during the implementation thereof, this never implying an increase of the Contract Price agreed by the parties.

It is understood, and agreed between the Parties that any variation of the Contract Price must be agreed in writing by an authorized representative of both Parties before it has an effect on the Contract Price.

In order to carry out the scope of this Contract in quality and within the time limit, the SUPPLIER shall have at its disposal all the necessary qualified personnel.

6.1 Optional Prices

The PURCHASER may exercise the options defined below as part of the scope of supply of this Contract:

Pos.	Description	Qty.	Unit price (€)	Total price (€)	Validity date
1	Erection Supervision including one (1) supervisor during ten (10) days with all expenses included	-	-	20.000,00	Dec 2021
2	Commissioning & Start-up Supervision including one (1) supervisor during ten (10) days with all expenses included	-	-	20.000,00	Dec 2021
3	Technical assistance for the final acceptance tests (daily rate). Minimum 3 days, if is required in an different trip from the erection and commissioning supervision (1 working day plus 2 for travel round trip)	-	2.000,00	-	Dec 2021
4	Training for operation staff at site acc to technical specifications (1 day all expenses included) Minimum 3 days, if is required in an different trip from the erection and commissioning supervision (1 working day plus 2 for travel round trip)	-	2.000,00	-	Dec 2021
5	Spare Parts for 2 years O&M according to the list below	-	-	3.700,00	Dec 2021

List of Spare Parts and consumables for 2 Years of Operation to be delivered FOB Port of Barcelona Spain:

Item	Description	Qty.	Unit Price (€)	Total Price (€)
1	Studbolts Ø 1 1/4"x 250 mm with two nuts	5	23,00	115,00
2	Gaskets Ø 1057 x Ø 1031 x 4 mm w/nerves	2	650,00	1300,00
3	Studbolts Ø 3/4" x 110 mm with two nuts	5	10,00	50,00
4	Gaskets Ø 1 1/2" 300# RF	4	20,00	80,00
5	Sealilng gasket (QOC)	1	2155,00	2155,00

7. EFFECTIVE DATE

This Contract is effective and binding for the Parties from the Contract Date.

8. CONTRACTUAL DELIVERY DATES

The dates that apply in this Purchase Order are:

(a) This Purchase Order ref.: AZ-CN-PU-CON-0164 Rev.0 dated on To: DD/MM/AAAA

(b) Kick-off meeting (KOM): One (1) Week after Contract Date

(c) Delivery of materials and corresponding documentation FOB Port of Valencia-Spain as per Incoterms 2020: 30/11/2020. This date is calculated considering the non essencial activities in Spain are resumed the 13/04/20, if not, a proportional adjustment to the delivery date needs to be applied.

* The PURCHASER is entitled to modify these delivery dates without extra costs within e ight four (8 4) weeks in advance of delivery of the equipment prior notification by written.

Failure to comply with these delivery dates, may result in the application of liquidated damages according to Clause 14.

These terms are non-renewable even if inconveniences or contingencies of any kind arise during the performance the Scope, except in cases of force majeure.

(d) Delivery of basic engineering and commercial Critical documents:

The critical documentation required to SUPPLIER and its delivery dates is defined in the following table, and it will be subject to the approval of PURCHASER. The SUPPLIER must fulfill these requirements.

D ocument	Scheduled Date
1. H eat exchanger data sheets	4 weeks APO
1 .2. Mechanical calculation for heat exchanger G eneral arrangement drawings with details, allowable stress in nozzles, projections, etc	5 weeks APO4 weeks APO
2.3. General arrangement drawings with details, allowable stress in nozzles, projections, etc Layout of heater for foundation and anchoring design	64 weeks APO

3.4. Layout of heater for foundation and anchoring design Mechanical calculation for heat exchanger	6 Weeks APO
4 . Heat exchanger data sheets	4 weeks APO[LMRC4]

The critical documens will be returned approved/with comments within 2 weeks from submission to the Purchaser

9. TERMS OF PAYMENT

Payments will be made via confirming without recourse to one hundred and eighty (180) Days upon the approval of the corresponding invoice and release notes duly signed by warehouse officer. The effective payment will be made through a Confirming issued by a financial entity within the maximum term of 60 days from the approved invoice and under SUPPLIER´s request.

They have to be provided in one original and two copies and must indicate (Failure to comply will result in rejection of the invoice and potential delay in payment, at SUPPLIER's expense):

Title of the contract: FUEL GAS PERFORMANCE HEATER Reference number: AZ-CN-PU-CON-0164

Cost code: 03.05.001.023

The invoices must to be issued and sent to: Original invoices, shall be sent to:

COBRA INSTALACIONES Y SERVICIOS, S.A.

Address Xxxxx Xxxxxxxx Xxxxxxx Xxxxxxx Xxx 0 00000 Xxxxxx NIF: A-46146387

Contact Person: Xxxx Xxxxx

Electronic Invoices shall be sent to the following email adresses:

- Xxxxxx Xxxxxxxx xxxx.xxxxxxxx@xxxxxxxxxx.xxx

- Xxxx Xxxxx xxxxxx@xxxxxxxxxx.xxx

Should any of the invoices be incorrect and need to be returned to the SUPPLIER for modification, being SUPPLIER’s fault, the date of the new invoice will be that of the new issue. In any case, the PURCHASER undertakes to return the invoice to the SUPPLIER if any mistakes are detected, in the fifteen (15) following days to its reception. On the contrary, its approval will be understood.

10. PAYMENT MILESTONES

The Contract Price shall be invoiced by the SUPPLIER to the PURCHASER according the invoicing schedule stated below:

Milestone	% of Contract Price	Concept	Documentation required for invoice
1	10	Down payment	Advance payment bond Performance bond
2	7	At approval of engineering documentation in first edition, limited to documents listed in Clause 8 (d)	Invoice from SUPPLIER, Document evidence of engineering documentation approval
3	15	Upon reception of tubes at the workshop	Invoice from SUPPLIER, Document evidence of reception

Milestone	% of Contract Price	Concept	Documentation required for invoice
4	15	Upon reception of forging material at the workshop	Invoice from SUPPLIER, Document evidence of reception
5	43	At FOB Port of Valencia delivery	Invoice from SUPPLIER, release note and document evidence of delivery of equipment
6	10	At the Provisional acceptance but no later than four (4) months from FOB delivery	Invoice from SUPPLIER, Provisional Acceptance Certificate

The completion of previously planned contractual obligations named in the respective payment milestone is a condition for the payment of said invoice.

PURCHASER is entitled to reject the corresponding invoice in case contractual terms are not met. PURCHASER shall be entitled to deduct any liquidated damages, if applicable, from the payments due to the SUPPLIER, retentions and/or to make a claim under the Bank Guarantees. In this regard, the SUPPLIER expressly authorizes said set-off of credits and debits by PURCHASER.

11. TERMINATION

As per Annex 2. Condiciones Generales de Contratación y Servicios COBEN-AP-PU-PRO-0009

12. NOTICES

Unless otherwise stated in this Contract, all notices to be given under this Contract must be in writing, and sent by personal delivery, airmail post, special courier, facsimile or transmitted by email to the address of the relevant Party:

PURCHASER	SUPPLIER
Postal Address: C/ Xxxxxxxx Xxxxxxx Xxxxxxx, 0 00000 – Xxxxxx Xxxxx	Postal Address: Av. Alcotanes, 30 28320 – Pinto (Madrid) SPAIN
Att: Xxx Xxxxxx Xxxxxxxxx CC: Xxxxxx Xxxxxx Xxxx	Xxx: Xxxxxxx XXXXXX CC: Xxxxx Xxxxxxxx
Email Address: xxxxxxxxxxx@xxxxxxxxxx.xxx xxxxxxx.xxxx@xxxxxxxxxx.xxx	Email Address: xxxxxxx@xxxxxxxxxx.xxx xxxxxxxxx@xxxxxxxxxx.xxx

13. PROVISIONAL and FINAL ACCEPTANCE OF THE EQUIPMENT

As per Annex 2. Condiciones Generales de Contratación y Servicios COBEN-AP-PU-PRO-0007

14. LIQUIDATED DAMAGES

Liquidated Damages under this Clause are contractual liquidated damages and do not prejudice or limit in any manner whatsoever the rest of provisions, warranties and/or remedies provided by the Contract.

14.1. Liquidated Damages due to delivery delay of the supply

In case that actual delivery dates for the components of the Equipment exceed the scheduled delivery dates, the SUPPLIER shall pay:

if one or more components of the Equipment are late delivered:

 1% (One) 1,5% (One point five) per cent of the Contract Price, for each week of delay.

14.2. Liquidated Damages due to delivery delay of the documentation

Applicable to the critical documents 1 and 2 in its first issuing as defined in this Contract Clause 8.d, the following liquidated damages would apply:

 500 Euros per week and per document.

14.3. Aggregate liability for Liquidated Damages

The cumulated value of Liquidated Damages for all concepts (i.e. for delays, delay in Provisional Acceptance, Performance) is limited to 10% (Ten) per cent of the Contract Price. Once reached, the PURCHASER shall be entitled to terminate the Contract due to SUPPLIER’s default.

15. INSURANCES

15.1 SUPPLIER’s Insurances

The SUPPLIER shall effect and maintain, at its own cost and expense, and cause to be effected and maintained by its sub-SUPPLIERs as applicable, prior to any commencement of the Works, during the performance of the Contract and/or at all times SUPPLIER’s responsibility or liability is in effect, the insurances specified below and with such SUPPLIER customary practices for subcontracts similar to the Contract for projects of a type and size similar to the Project with responsible insurance companies in accordance with the Applicable Law. The required limits of insurance may be met by any combination of primary and excess coverage.

15.2 Liability Insurances

Commercial General Liability Insurance to cover the SUPPLIER’s liability in respect of bodily injury (including bodily injury and death) and property damage, caused to third parties and/or Client and/or the PURCHASER of any tier which may arise of the Performance of this Contract with a minimum of EUR Two Millions (2.000.000) combined single limit for bodily injury and property damage per loss and in the aggregate. For the Technical Field Assistance (TFA) SUPPLIER´s liability will be the maximum acceptable by the local insurance companies.

Such insurance shall be a primary policy and include coverage for Product Liability covering the SUPPLIERs’s liability for bodily injury or third-party property damage incurred in the performance of the Contract throughout the period of liability. SubSUPPLIERs’ Commercial General Liability shall be for a limit no lower than EUR Two Millions (2.000.000).

15.3 Transportation/Marine Cargo Insurance: Not applicable

15.4 Insurance for Employees and Workers

a. insurance against losses and claims arising from the death or injury to any person employed, in accordance with Applicable Laws;

b. When applicable, this shall include:

i. Workmen’s Compensation Insurance to cover, without exception or reserve, all the personnel of the SUPPLIER against any occupational accidents they may suffer on site, and;

ii. Employers’ Liability Insurance for the SUPPLIER’s and/or SUBSUPPLIER’s liability, when not already covered otherwise, arising out of injury to or death of any person employed in the amount of EUR 750.000 per accident, means per occurrence, and in the aggregate. For the TFA SUPPLIER up to the limits acceptable by Applicable Law.

15.5 Professional Indemnity Insurance

Covering legal liability arising from an act, error or omission of the insured in relation to the performance of the insured's professional activities and duties in connection with the Works or the Project with a minimum of EUR Two Millions (2.000.000) combined single limit and including 24 months of extended reporting period. This Policy shall include and Indemnity to Principal clause.

15.6 Automobile Liability Insurance

If applicable, covering use of all vehicles used in connection with the execution of the Works.

15.7 Insurance covering SUPPLIER's Equipment:

Insurance covering loss of or damage to property owned by the SUPPLIER or its sub-SUPPLIERs howsoever caused, including the SUPPLIER's Equipment with a minimum limit of the full replacement value of the property. For each item of SUPPLIER's Equipment, the insurance is effective while the equipment is transported to the Site and until it is no longer required as SUPPLIER's Equipment.

15.8 Any other legal requirement in respect of insurances to the extent related to the Scope of Works under this Contract.

15.9 Common Provisions

It is hereby understood and agreed that the deductibles established in each of the insurances specified in above shall be borne by the SUPPLIER.

The PURCHASER will be insured under the policies above specified as additional insured (without losing its third-party condition for General Liability) including waiver of subrogation, except in the case of Insurance for Employees and Workers and Professional Indemnity Policy where an Indemnity to Principal Clause shall be included.

The SUPPLIER will be additional insured under CAR Policy. The Deductibles shall be in charge of the SUPPLIER as per its Scope of Works except in the case of Purchaser’s Liability.

The insurance coverage above specified must be contracted with an internationally reputed insurer.

16. BANK GUARANTEES

SUPPLIER shall issue in favor of the PURCHASER the bonds/bank guarantees, issued by an Approved Provider, and shall be irrevocable and at first demand, in English language or such other language approved by PURCHASER and following the PURCHASER’s wording model (attached as Annex 3) and subject to bank’s wording guidelines.

The non-fulfilment of some of these conditions will be cause for rejecting the bank guarantee, with the consequences that in every case stem from this fact. Failure to deliver any of the bank guarantees or its extension shall be construed as a breach of Contract and may give way to termination of the Contract.

All costs associated with the financial and industrial and/or technical guarantees shall be paid exclusively by the SUPPLIER. Notwithstanding the above, In case the Warranty Period needs to be extended beyond the initially defined date, the SUPPLIER will extend or replace the above mentioned bank guarantee with a new one up to the end of the new Warranty Period, in the same conditions than the previous.

The failure to deliver the financial and industrial/technical guarantees required or the delivery in a format that does not comply with the conditions requested, shall authorize the PURCHASER to suspend payment until the SUPPLIER delivers the required documentation.

The PURCHASER is not responsible for the return of the bank guarantees Insurance to the SUPPLIER to its end, so SUPPLIER must request to the PURCHASER the above-mentioned return and the PURCHASER will proceed within 7 (seven) days.

Should expiration date as stated in any of the bank guarantees to be delivered under this Clause, be anticipated to occur before the date until which any such guarantee must remain valid according to this Clause, the SUPPLIER shall be obliged, at least thirty (30) Days before such expiration date arrives, to extend the duration of the affected bank guarantee. If the SUPPLIER fails to do so, the PURCHASER will be entitled to call such bank guarantee

16.1. ADVANCE PAYMENT BOND

Advanced Payment Guarantee covering an amount equal to the Advance Payment of ten per cent (10%) of the Contract Price. The Advance Payment Guarantee shall be handed over within fifteen (15) days from the signature of this Contract and as a condition precedent to receive the Advance Payment and shall remain valid until delivery of the Goods.

16.2. PERFORMANCE BOND

Within fifteen (15) days from the signature of this Contract, SUPPLIER shall deliver a bank guarantee for a value of ten per cen (10 %) of the total amount of the Contract Price, irrevocable and at first demand by a recognized international bank under the present clause. This Performance Bond will be kept in effect until the Provisional Acceptance Date and delivery of the Warranty Bond as provided below.

16.3. WARRANTY BOND

Before or upon the expiration of the Performance Bank Guarantee and once the provisional acceptance of the supply has been obtained, the SUPPLIER will replace the Performance Bank Guarantee with a Warranty Bank Guarantee of ten per cent (10%) of the Contract Price and shall remain valid from the Provisional Acceptance Date until sixty (60) days after the expiry of the Defects Liability Period.

17. WARRANTY

The SUPPLIER shall guarantee all the works included in its supply, against all defects, quality of the materials and reports until the Final Receipt of the Project. During this warranty period, the SUPPLIER shall immediately repair or correct any defect appearing in the equipment covered by this contract. The PURCHASER shall inform the SUPPLIER of the opportune moment to carry out the repairs and corrections. If they are not carried out within an adequate period of time, the PURCHASER may carry out this repairs or corrections at the SUPPLIER's expense.

If the warranties given by the SUPPLIER exceed the Contractual Warranty Period, the SUPPLIER shall assign such warranties to the Owner. The PURCHASER shall be entitled to freely assign to the Owner its rights under the warranty provisions at the end of the Contractual Warranty Period.

The total of the Bank Guarantees, withholdings and bonds, if any, shall be responsible not only for the correct execution of the contracted work, but also for the fulfillment of all the obligations that correspond to the SUPPLIER according to the present Contract. Likewise, they may not be released if the PURCHASER or the SUPPLIER is involved in any administrative or judicial procedure, the causes of which derive from actions or omissions of the SUPPLIER itself or its personnel, until there is a final judgment in which the PURCHASER is released from any responsibility that may have been imputed to it.

The PURCHASER may automatically make effective the charges made to the SUPPLIER in this Work for penalties, aids, indemnifications, etc., against the Bank Guarantees, invoices or amounts pending payment for retentions, in this or any other Contract made by the SUPPLIER itself.

17.1 WARRANTY PERIOD OR DEFECTS LIABILITY.

Warranty Period (or “Defects Liability Period”) is the period of Twenty Four (24) months from the Provisional Acceptance, but not longer than 36 months from the date on which the equipment was delivered according to the Incoterm agreed in this Contract (provided all previous deliveries took place in accordance with the Contract, including delivery of Final Dossier Documentation (Final Technical Dossier and Final Quality Dossier)). The warranty period would not start unless the Provisional Acceptance of the material has been obtained as per clause 13.

The warranty includes repairing, replacing or re-executing, at SUPPLIER’s choice, the item or works that is faulty, damaged or broken, as well as the expenses arising from the fault occurred, with the limits stated on clause 19.

If the SUPPLIER repairs, replaces or renews any SUPPLIER´s material or any other thing forming part of the Supply, the provisions of this clause shall apply to those Supply repaired, replaced or renewed, or those supply or parts of the Supply that contained the repaired, replaced or renewed parts ;

When carrying out any repairs or replacements during the relevant Defects Liability Period, as applicable, the SUPPLIER shall abide by and act in accordance with any and all requirements or stipulations made by the Owner, PURCHASER and/or of any operator or Authority in respect of the Facility, its operation, health and safety matters and access thereto, in accordance with the SUPPLIER Scope of Supply.

If the SUPPLIER does not take measures within 30 days, PURCHASER may, at its sole discretion, remedy such defects and the costs of such remedy shall be paid by the SUPPLIER plus a 15% of general costs.

If, during Warranty Period for Supply, it is necessary to replace or repair certain parts, components or works, the Warranty Period shall be extended with respect to these specific parts, components or works for a period of twenty-four (24) months from the date of replacement or repair. But expire the latest twelve

(12) months after lapse of the Defects Liability Period for the original works provided in the first paragraph of this subclause.

During the warranty period, the SUPPLIER will provide the following assistance service: Hot line for trouble shooting.

Assistance at site in a reasonable agreed period from receipt of customer or PURCHASER´s notification.

SUPPLIER´s contact:

Xxxxx Xxxxxxxx Tel x00 000 000 000

xxxxxxxxx@xxxxxxxxxx.xxx

The SUPPLIER shall be responsible for carrying out at its cost all works of redesign, repair, rectification of Defects so as to make the Supply and any parts thereof compliant with the Contract during the Warranty Period or its extensions, as applicable (although the Parties acknowledge that a party designated by PURCHASER and previously agreed with the SUPPLIER may, without relieving the SUPPLIER of its obligations hereunder, carry out such works on behalf of the SUPPLIER). Such works of redesign, repair, rectification of Defects shall be carried out expeditiously, in consultation with PURCHASER and at such reasonable time agreed by the parties for each event.

Without prejudice to any other rights and or remedies as provided by this Contract, the Parties specify that in the event a third party was called by PURCHASER in order to conduct any necessary works or activities to support the SUPPLIER in the present making good of Defects guarantee, according to previous paragraph, SUPPLIER will only bear costs of the third party up to an amount of 100% of the aggregated price of SUPPLY affected by the relevant Defect.

18. RESPONSABILITIES

The parties shall not be liable to one other for any loss of profit, loss of revenue, indirect or consequential losses by reason of the execution of the Contract.

The SUPPLIER total accumulative liability in respect of any and all claims including claims for damages or losses which may arise in connection with the performance or non-performance under this Contract shall not exceed the total Contract Price.

The PURCHASER reserves the right to request the SUPPLIER that any of its employees be replaced by another one of equal or superior technical experience within 24 hours of the date of the request for replacement.

The SUPPLIER shall be responsible for observance of all the provisions of the Contract. The SUPPLIER shall be responsible for the acts, omissions or defaults of its agents or employees, as fully as if they were the acts or defaults of the SUPPLIER, its agents or employees. Any subcontracting by the SUPPLIER of any portion of the Works shall not release or discharge the SUPPLIER of any of its responsibilities or obligations under the Contract.

The SUPPLIER shall include the right for the Owner to attend any in-factory inspection or test in accordance with the inspection and test programmes, upon prior written notice from the SUPPLIER of the occurrence of any such in-factory inspection or test, provided that the Owner shall be accompanied by the SUPPLIER.

The SUPPLIER shall include the following provisions in its Subcontracts prior to their execution:

(a) restrictions on assignment;

(b) a termination for convenience provision according to Annex 2 ;

(c) Intellectual Property provisions according to Clause 22

(d) environmental protection provisions according to Xxxxxx 23;

(f) provisions requiring assignment to the Owner or the Lenders of the PURCHASER's interests in the Subcontract upon termination of the Contract, except where such termination is due to a default on the part of the Owner or following termination for Owner’s, it being understood that such assignment shall be at the discretion of the Owner and at no cost for the Owner;

(g) a provision requiring the supply of all information by the SUPPLIER to the PURCHASER (and permitting disclosure to the Owner) as required by the PURCHASER in order for the SUPPLIER to meet its obligations to deliver all such information to the Owner pursuant to the provisions of this Contract, to the extent that the same is not prohibited by the Applicable Laws; and

(h) any other provision consistent with this Contract as may be reasonably requested by the PURCHASER.

19. LIMITATIONS OF LIABILITIES

The SUPPLIER shall be solely responsible to the PURCHASER for the proper performance of its obligations under this Contract, whether performed by the SUPPLIER or by its SUPPLIERs. No recommendation or observation that the PURCHASER may make with respect to the Scope shall reduce, mitigate or relieve the SUPPLIER from its obligations and liabilities.

The PURCHASER shall have no liability whatsoever for any acts or omissions attributable to the SUPPLIER, its personnel or its SUPPLIERs, and shall indemnify the PURCHASER against any claims arising out of such acts and omissions whether or not they originate from the SUPPLIER's personnel, SUPPLIERs, third parties, etc.

Neither Party shall be liable to the other for loss of profit or loss of profit, loss of revenue, indirect or consequential losses due to the performance of the Contract.

19.1. Indirect or Consecuential Damages

Notwithstanding anything contained in the Contract to the contrary to the extent legally permitted, the PURCHASER shall not be liable for any indirect, incidental, exemplary or consequential damages or losses such as but not limited to loss of revenue, loss of profit, cost of capital or cost of replacement power.

19.2. Maximum Liability

Notwithstanding anything to the contrary contained in the Contract, SUPPLIER’s total aggregate liability to the PURCHASER for any loss, damage or claim of any kind, including but not limited to claims based on termination of Contract, including any and all liquidated damages or other forms of remedies and compensations or otherwise arising out of or in connection with the Works performed under the Contract or any SUPPLIER’s breach of any of its contractual or legal obligations shall in no case exceed the amount of the Contract Price.

20. GOVERNING LAW AND ARBITRATION

The Contract shall be governed by and interpreted in accordance with the law of Spain under the exclusion of the conflict of law rules and the Contract on the International Sale of Goods.

The Parties expressly agree that any disputes, discrepancies, questions or claims which may arise from the execution or interpretation of this Agreement or related with it, direct or indirectly, shall be definitively solved, expressly waiving their own jurisdiction, by arbitration in law according the rules of the Civil and Mercantile Court of Arbitration (CIMA), to whom is entrusted the administration of the arbitration and the appointment of the sole arbitrator.

The Arbitration shall take place in Madrid, Spain, in English language and the applicable law shall be the Spanish law.

Likewise, the Parties expressly agree that the arbitrational decision will be compulsory for the Parties.

21. LANGUAGE

All Contract Documents shall be in English. English shall also be the language of all communication between the Parties during Contract execution. All documents, drawings etc. that the SUPPLIER is required to provide under the Contract shall be in the English/French or bilingual as applicable.

22. INTELLECTUAL PROPERTY

22.1 Intellectual Property license

The SUPPLIER shall grant the Owner a non-exclusive, worldwide, transferable, irrevocable and royalty-free license (carrying the right to grant sub-licenses) to use, copy, reproduce, and modify all of the Intellectual Property related to it works under this Contract.

22.2 Intellectual Property claims

The SUPPLIER shall defend, indemnify and hold harmless the Owner, its representatives, agents and employees against all losses, damages and expenses or claims or legal actions in respect of actual or alleged infringement of any patent, registered design, copyright, trade mark or trade name or other Intellectual Property right arising from the SUPPLIER’s performance under this Contract. Such indemnification shall not be included in the SUPPLIER’s aggregate liability cap as specified within this Contract.

The Owner shall promptly notify the SUPPLIER of any claim under this Section 10.3.2 made against the Owner. The SUPPLIER may, at its cost, conduct negotiations for the settlement of such claim, and any litigation or arbitration that may arise from it. The Owner shall not make any admission which might be prejudicial to the SUPPLIER, unless the SUPPLIER has failed to take over the conduct of the negotiations, litigation or arbitration within a reasonable time after having been so requested in writing.

Except to the extent that the Owner agrees otherwise, acting reasonably, the SUPPLIER shall not make any admission which might be prejudicial to the Owner, until the SUPPLIER has given the Owner such reasonable security as the Owner may require. The security shall be for an amount which is an assessment of the compensation, damages, charges and costs for which the Owner may become liable, and to which the indemnity under this Section 10.3.2 applies.

Upon full satisfaction and settlement by the SUPPLIER on terms acceptable to the Owner, acting reasonably, of any claim made against the Owner in relation to the matters referred to in this Section 10.3.2 then the Owner shall return to the SUPPLIER any security provided. In the event that the Owner utilises the said security for satisfaction of any such claim and there is a positive balance held by the Owner following such satisfaction then the positive balance shall be returned to the SUPPLIER.

The Owner shall, at the request and cost of the SUPPLIER, assist the SUPPLIER in contesting any such claim or action and shall be repaid all reasonable costs incurred.

23. PROTECTION OF ENVIRONMENT

The SUPPLIER shall comply with all Applicable Laws, Applicable Permits, and E&S Guidelines in its design, access arrangements, construction and operations, including those pertaining to protection of the environment. For this purpose, the SUPPLIER shall draft and implement an Environmental Management Plan which shall be:

(a) in accordance with the Applicable Laws, Applicable Permits and E&S Guidelines;

(b) in accordance with the Owner's environmental and social management plan ("PSEG – Plan de Gestion Environnemental et Social") provided to the Contractor promptly after signature of the Financing Documents; and

(c) prepared in collaboration with the relevant Government Authorities of Côte d’Ivoire.

Where applicable, the Contractor undertakes to comply with the obligations stipulated by the laws and regulations of Côte d'Ivoire and the REACH Regulation (EC No. 1907/2006), in particular pre-registration, registration, and, where applicable, request for authorisation of substances or other Materials used during the Phase IV Works or incorporated into the Phase IV Project.

In the performance of its respective obligations, the SUPPLIER shall comply with the E&S Guidelines. The Contractor shall apply the same conditions as those set out in this clause to any contractual arrangement it enters into with any of its Subcontractors, Vendors, and other suppliers. For the avoidance of doubt however, the SUPPLIER shall itself remain liable for the failure of any Subcontractor, Vendor and/or other supplier to comply with the conditions set out in this clause.

24. ACCELERATION PLAN

The PURCHASER may request to the SUPPLIER to implement an acceleration plan, according to the stated in Annex 2 Clause 8.3

END OF DOCUMENT