general terms & conditions - subcontract short …

LAMPRELL GROUP MANAGEMENT SYSTEM

GENERAL TERMS & CONDITIONS - SUBCONTRACT SHORT FORMAT

DOCUMENT TYPE: TERMS & CONDITIONS

DOC. NO.: LGPRTM004 REV.: 0

Prepared Reviewed Authorised QA

Name : Aaron Mills Andrew Wisely Lawrence Himsworth Mathew Shajee

Varghese

Designation : SCM Subcontracts

Manager Contracts Manager

VP - Supply Chain Management

Group Quality Director

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Page : 2 of 3

Rev. : 0

Issued : Mar. 2019

Doc. No. : LGPRTM004.

REVISION STATUS AND HISTORY

Rev. Date Rev. Description Prepared Reviewed Authorised QA

0 Mar. 2019

First Issue. AM AW LH SV

© Lamprell Energy Limited 2018

All rights reserved

This is a controlled, Lamprell restricted document and should not be reproduced or transmitted without permission of the copyright holder. Modifications or revisions to this document can be made in accordance with the Lamprell Group Management System procedure Document and Data Control - LGQAOP001.

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Page : 3 of 3

Rev. : 0

Issued : Mar. 2019

Doc. No. : LGPRTM004.

1. PURPOSE:

The purpose of this terms & conditions is to ensure that all subcontract agreements awarded use the Lamprell standard terms and conditions, avoiding risks and issues due to uncontrolled or updated version being used for engagement of subcontractors.

ANNEXURE 1 - GENERAL TERMS & CONDITIONS - SUBCONTRACT SHORT FORMAT : 12 PAGES

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Doc. No. : LGPRTM004 Rev. 0 (Annexure-1)

LAMPRELL ENERGY LTD.


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Doc. No. : LGPRTM005 Rev. 0 (Annexure-1) Page 1 of 12

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The Term “SUBCONTRACTOR” as used in this SUBCONTRACT shall mean the party to whom the work is entrusted for execution. The terms “CONTRACTOR” shall mean Lamprell Energy Ltd., who desires the SUBCONTRACT to undertake the services as mentioned herein within its Jebel Ali / Sharjah / Hamriyah facility or at Project Site in the UAE the “SUBCONTRACT WORKS”). Hereinafter referred to individually as “Party” and collectively as “Parties” The Term “COMPANY as used in this SUBCONTRACT shall means the party or parties to whom CONTRACTOR is contracted or subcontracted for performing the project work. 1. General Terms and Conditions

The SUBCONTRACTOR shall be bound by this SUBCONTRACT and its terms and

conditions when the SUBCONTRACTOR:

a) Signs or otherwise accepts the SUBCONTRACT and/or b) Renders any of the services ordered herein on the terms and conditions mentioned herein This SUBCONTRACT constitutes the entire agreement between the parties hereto and supersedes all prior negotiations, representations or agreements related to this SUBCONTRACT, either written or oral, including the CONTRACTOR’s enquiry document and the SUBCONTRACTOR’s proposal(s) except to the extent they are expressly incorporated into this SUBCONTRACT. No changes, alterations or modifications to this SUBCONTRACT shall be effective unless in writing and executed by the authorised signatories of the CONTRACTOR. For the avoidance of doubt, acceptance of this SUBCONTRACT is expressly limited to the terms and conditions contained herein and attached hereto. Any additional or different terms and conditions in acceptance by the SUBCONTRACTOR shall be void and unless written agreement thereto is delivered by CONTRACTOR to the SUBCONTRACTOR. These General Terms and Conditions and all documents (including any attachments thereto) listed below collectively called the “SUBCONTRACT” shall be taken to be mutually explanatory of each other and shall constitute the entire agreement between the parties with respect to the SUBCONTRACT. The provisions relating to CONTRACTOR’s works will be deemed to be incorporated into the SUBCONTRACT in so far as they relate to the SUBCONTRACT WORKS and are not expressly provided for in the SUBCONTRACT and shall be deemed to form and be read and construed as an integral part of this SUBCONTRACT. Documents forming the SUBCONTRACT: a) These General Terms and Conditions;

b) Exhibit 1 – Special Terms and Conditions

c) Exhibit 2 – Scope of Work

d) Exhibit 3 – Pricing Schedule

e) Exhibit 4 – Schedule

f) CONTRACTOR’s HSESQ policy and standards;

2. Scope of Services

The SUBCONTRACT WORKS to be executed by the SUBCONTRACTOR under this

SUBCONTRACT is as follows:

a) The SUBCONTRACTOR shall …

b) The SUBCONTRACTOR is to perform the required activities at CONTRACTOR’s

facilities, or project site within the UAE commencing in accordance with Exhibit 4

completing as indicated by the issue of SUBCONTRACT Completion Certificate.

c) SUBCONTRACTOR to mobilise within X days / weeks from the date of

instruction to do so by CONTRACTOR.

d) All SUBCONTRACT WORKS to be undertaken in accordance with

CONTRACTOR’s HSES policies and procedures.

e) Perform all SUBCONTRACT WORKS in accordance with Classification Society

rules and regulations, if applicable

3. Changes

At its sole discretion, CONTRACTOR may at any time, by written order revise the requirement of SUBCONTRACT WORKS or element of SUBCONTRACT WORKS already completed or being performed in accordance with the said requirements, require additional SUBCONTRACT WORKS of the SUBCONTRACTOR or direct omission of part of SUBCONTRACT WORKS previously authorised. CONTRACTOR shall issue a Change Order with respect to foregoing provided a) The SUBCONTRACTOR’s cost for providing the SUBCONTRACT WORKS are affected thereby, and/ or b) the time required for performing the SUBCONTRACT WORKS is affected thereby. The SUBCONTRACTOR shall not be entitled for Change Order resulting from the SUBCONTRACTOR’s non-compliance with its obligations required to be performed under the SUBCONTRACT.

The value of all authorised changes shall be ascertained by reference to the rates and prices (if any), specified in this SUBCONTRACT for the like or analogous work, but if there are no such rates and prices, or if they are not applicable, then such value shall be such as is fair and reasonable in all the circumstances Where necessary to prevent undue delay, such orders may be issued before the agreement of an equitable adjustment and the SUBCONTRACTOR shall immediately proceed in accordance therewith notwithstanding any delay in reaching agreement 4. Warranty

The SUBCONTRACTOR warrants that it has the experience, capability and all necessary registration and licenses to perform the SUBCONTRACT WORKS under this SUBCONTRACT which shall be performed with the level of care and skill expected of a professional providing these SUBCONTRACT WORKS. Should any deficiencies arise in connection with the SUBCONTRACT WORKS or the SUBCONTRACTOR refuses or fails to execute the SUBCONTRACT WORKS with such diligence as will ensure its completion within the time specified herein or any extension thereto, or fails to complete the said work within such time, CONTRACTOR may by written notice to the SUBCONTRACTOR, terminate or reduce the scope of this agreement. In such event, CONTRACTOR may undertake the work so terminated or deleted and perform the same to completion by contract or otherwise and may take possession of and utilize in completing the work any of the SUBCONTRACTOR’s materials, appliances and plant as may be on the Site. The rights and remedies of CONTRACTOR provided in this clause are in addition to any other rights and remedies provided by law or under this SUBCONTRACT. The SUBCONTRACTOR shall not be entitled to any further payment until the terminated or deleted work is complete and the cost of completion is known. The SUBCONTRACTOR shall be liable for all extra costs incurred by CONTRACTOR in completing the terminated or deleted works.Article 4 shall survive the expiry of or any termination of this SUBCONTRACT. 5. Commencement and Completion

The SUBCONTRACTOR shall commence with the SUBCONTRACT WORKS on receipt of receiving CONTRACTOR’s written instruction to do so and subject to early termination in accordance with the terms of this SUBCONTRACT; the terms of this SUBCONTRACT shall be valid in accordance with the completion date stated in Clause 2 of this SUBCONTRACT. As soon as the SUBCONTRACT WORKS have been completed in accordance with the provisions of the SUBCONTRACT, the CONTRACTOR shall issue the SUBCONTRACT Completion Certificate. This certificate shall in no way release the SUBCONTRACTOR from any of its outstanding obligations under the SUBCONTRACT. 6. Assignment and Subcontracting

The SUBCONTRACTOR shall not assign or SUBCONTRACT this SUBCONTRACT or any interest herein, including any portion of the WORKS without CONTRACTOR’s prior written consent. The SUBCONTRACTOR shall bind every sub-subcontractor to the terms of this SUBCONTRACT. 7. Termination at CONTRACTOR’s Convenience

CONTRACTOR may at any time terminate the SUBCONTRACT for convenience in whole or part by written notice to the SUBCONTRACTOR without assigning any reason. Upon any such termination the SUBCONTRACTOR irrevocably agrees to waive any claims for damages, including loss of anticipated profits, on account thereof, and as the sole right and remedy of the SUBCONTRACTOR, CONTRACTOR shall pay the SUBCONTRACTOR in accordance with the compensation agreed upon for work performed. 8. Force Majeure

Except as otherwise provided, in this SUBCONTRACT, neither CONTRACTOR nor the SUBCONTRACTOR shall be liable for any delay or damages due to, occasioned or caused by circumstances or caused beyond its control (hereinafter “Force Majeure”). Force Majeure shall include, but not be limited to, earthquake, flood, explosion, inclement or adverse weather, fire, acts of God or public enemy, war, national emergency, invasion, insurrection, riot, strike, lockout or other industrial disputes (except strikes, lockouts and industrial disputes on the SUBCONTRACTOR’s premises) or interference by any government, government agency, or other unforeseen circumstances, beyond the control of the party whose performance is affected. The obligation of the parties under this SUBCONTRACT, including the obligation of CONTRACTOR to compensate the SUBCONTRACTOR, shall be suspended during the time such causes of Force Majeure are in effect. An occurrence of a case of Force Majeure shall extend the time limit for execution of an obligation by a period equal to that of the Force Majeure concerned. The Party whose performance is affected by an event of Force Majeure shall inform the other Party in writing within 24 hours. The Parties undertake to make their best efforts to limit the harmful consequences of such a case of Force Majeure as soon as possible. In such cases, the Parties shall meet to decide the procedure for continuing to execute the obligations of this SUBCONTRACT. 9. Liabilities and Indemnities

The SUBCONTRACTOR shall be responsible for and shall protect, indemnify and hold harmless CONTRACTOR, its co-venture’s and their owned, controlled, affiliated and subsidiary companies and stockholders, directors, agents, employees and

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representatives of each, from and against any and all claims, liabilities, costs, damages and expenses of every kind and nature, with respect to injury, illness or death of, or damage to or loss of property of the SUBCONTRACTOR, SUBCONTRACTOR’s employees, agents and other sub-subcontractors arising out of or in any way connected with the performance of this order, without regard to whether any negligence of CONTRACTOR contributed to illness, injury or death of any person or damage to or loss of property. CONTRACTOR shall be responsible for and shall protect, indemnify and hold harmless the SUBCONTRACTOR, its owned, controlled, affiliated and subsidiary companies and the stockholders, directors, agents, employees and representatives of each, from and against any and all claims, liabilities, costs, damages and expenses of every kind and nature, with respect to injury, illness or death of, or damage to or loss of property of CONTRACTOR, CONTRACTOR’s employees, agents and other subcontractors arising out of or in any way connected with the performance of this order without regard to whether any negligence of the SUBCONTRACTOR contributed to illness, injury or death of any person or damage to or loss of property. Neither party shall be liable to the other in contract or in tort (including negligence), strict liability, indemnity or otherwise, for loss of profit or anticipated profit, loss of goodwill, loss of revenue, loss of capital or any other indirect, special, consequential or exemplary damages resulting from or arising out of the SUBCONTRACT WORKS or the contract howsoever the same may be caused. Each Party hereto indemnified will hold harmless the other Party and their respective officers, directors, employees, agents, and insurers, from any liability to third parties for bodily injury or property damage to the extent the indemnifying Party is determined to be liable by a court having jurisdiction Notwithstanding any other provision under the SUBCONTRACT, SUBCONTRACTOR’S total aggregate liability to Contractor under the SUBCONTRACT whether resulting from negligence, statute, tort or otherwise, shall be limited to one hundred percent (100%) of the SUBCONTRACT Price provided however that such limit of liability shall not apply to:- a) Any liability caused or contributed to by gross negligence, wilful misconduct or fraud on the part of CONTRACTOR; or b) SUBCONTRACTOR’S liability under Clause 24 (Remedy of Defects) but only in relation to defects occurring or discovered prior to handover, Clause 17 (Permits and Licences), Clause 18 (HSES Requirements), Clause 17 (Care of the WORK), Clause 25 (Title), Clause 16 (Taxes and Duties), Clause 9 (Indemnities), Clause 10 (Insurance), Clause 20 (Confidential Information), Clause 26 (Intellectual Property Rights), Clause 26 (Anti-Corruption Undertakings) and Clause 25 (Liens and Encumbrances). 10. Insurance

During the term of this SUBCONTRACT, the SUBCONTRACTOR shall carry, at its expense, with a reliable insurance company, as minimum, all mandatory insurances policies such as Workmen Compensation Policy, Third Party Automobile liability etc. and shall accept full and exclusive liability for the compliance with all insurance obligations imposed by the statutory authority for the SUBCONTRACTOR’s employee. Additionally, the following shall also include waiver of subrogation clause in favour of CONTRACTOR and CONTRACTOR’s COMPANY and / or different SUBCONTRACTORs under the Contract and / or subsidiaries and / or their associates and / or their affiliates and /or their employees. All insurance policies shall be in accordance with the laws of United Arab Emirates and policy documents shall be presented to CONTRACTOR for review upon request 11. Applicable Law

All transactions under this SUBCONTRACT shall be governed by English Law. 12. Language

The SUBCONTRACT shall be construed and interpreted in the English language and all correspondence between the parties and documents shall be in the English language. 13. Entire Agreement

This Agreement and its exhibits constitute the entire agreement and supersedes any prior or contemporaneous communications, representations, or agreements between the parties, whether oral or written, regarding the subject matter of this SUBCONTRACT. The terms and conditions of this SUBCONTRACT may not be changed except by an amendment signed by an authorised representative of each Party. 14. Compensation

In consideration of satisfactory performance by the SUBCONTRACTOR of its obligations and duties under this SUBCONTRACT, CONTRACTOR shall pay to the SUBCONTRACTOR as per the rates and prices detailed in Exhibit 3. The currency for payment of this SUBCONTRACT shall be in United Arab Emirates Dirhams/ United States Dollars unless specified otherwise. The rates, specified in this SUBCONTRACT shall be a firm price and the SUBCONTRACTOR shall be bound to keep the same firm for a period of this SUBCONTRACT and any extension thereto and without subject to escalation or

adjustment on any ground. The rates in this SUBCONTRACT are all-inclusive and are not to be exceeded and shall include the entire cost of execution of SUBCONTRACT WORKS as specified in the SUBCONTRACT, all labour, material, expenses, duties, taxes, visas, gate passes, fees, charges, insurance, overhead, profit in relation to or in connection therewith as per provisions of the SUBCONTRACT. These rates are based on ten (10) working hours (which excludes lunch-break) per day for 6 days (excluding Fridays) a week unless revised in Exhibit 1 and shall include both day and night shifts if required. 15. Liquidated Damages

The SUBCONTRACTOR shall pay to CONTRACTOR as liquidated damages for delay one

percent (1%) of the SUBCONTRACT Price for each day of delay for failure to meet any

of the individual milestones. The total liquidated damages for delay shall not exceed

ten percent (10 %) of the SUBCONTRACT Price.

16. Invoicing

The SUBCONTRACT shall invoice CONTRACTOR in accordance with the specific terms listed in this Clause. CONTRACTOR shall pay the SUBCONTRACTOR the undisputed amounts within sixty (60) days, after receipt of an approved invoice (uploaded into CONTRACTOR’s i-supplier system). . Payment to the SUBCONTRACTOR is specifically agreed not to constitute or imply acceptance by CONTRACTOR of any portion of the SUBCONTRACTOR's Work. The SUBCONTRACTOR prior to submission of invoice will issue a payment application in the format approved by or provided by CONTRACTOR. Upon approval by CONTRACTOR the SUBCONTRACTOR will issue an invoice to CONTRACTOR attaching the approved monthly financial report or application as substantiation. CONTRACTOR shall be entitled to withhold payment, if any of the SUBCONTRACTOR’s invoices do not include any supporting documentation required by CONTRACTOR. All invoices with the SUBCONTRACT no. shall be uploaded on to CONTRACTOR i-supplier portal (http://www.lamprell.com/site-services/suppliers-and-vendors.aspx). All amounts stipulated in this SUBCONTRACT are exclusive of imposed Value Added Tax (VAT) but are inclusive of any other taxes and dues, including but not limited to sales, income tax, other host/home country taxes, gross receipts tax, withholding tax and liens. Unless specified in the Particular conditions and to the extent that any consideration for a supply of services or goods is specified in this SUBCONTRACT, or equivalent taxes, such as sales and use tax, gross receipts tax, withholding tax, and any similar tax, the following shall apply: a) an additional amount will be payable by the CONTRACTOR to SUBCONTRACTOR equal to the SUBCONTRACT Price for that supply of goods or services multiplied by the applicable rate of tax (VAT/GST); and b) the additional amount referenced in clause 11.8.1 above is payable at the same time and in the same manner as the SUBCONTRACT Price is to be provided for that supply. However the additional amount is not payable by the CONTRACTOR unless and until SUBCONTRACTOR provides a valid tax invoice to the CONTRACTOR for that supply. All invoices issued under this SUBCONTRACT (or any purchase order relating to the same) which include an additional amount payable under this clause must be properly prepared and comply with the UAE statutory requirements to qualify as tax invoices. 17. SUBCONTRACTOR’s Obligations

The SUBCONTRACTOR shall design (to the extent required, if any), execute, complete and maintain the SUBCONTRACT WORKS in accordance with the SUBCONTRACT and to the reasonable satisfaction of CONTRACTOR and the Classification Society, if applicable. The SUBCONTRACTOR shall exercise all reasonable skill care and diligence in designing any part of the SUBCONTRACT WORKS for which design he is responsible The SUBCONTRACTOR shall ensure that it: - a) Complies with all applicable local laws, rules and regulations governing wages, hours of work and other conditions of employment. b) SUBCONTRACTOR shall perform the SUBCONTRACT WORKS using qualified personnel. c) Furnish equipment materials, appliances or supplies of whatever kind and nature necessary and proper for the performance of the SUBCONTRACT WORKS and for the protection of any property of CONTRACTOR. d) The rates specified in this SUBCONTRACT shall be inclusive of all taxes and duties so far as these are applicable in respect of SUBCONTRACT WORKS are provided by the SUBCONTRACTOR. e) The SUBCONTRACTOR shall be responsible for all taxes and duties in respect of SUBCONTRACT WORKS provided by the SUBCONTRACTOR including but not limited to all employment taxes and contribution imposed by law or trade union or regulations with respect to or measured by the compensation (wages, salaries or other) paid to employees of the SUBCONTRACTOR, including without limitation, taxes and contribution or unemployment compensation insurance, medical and health insurance, welfare funds, pensions and annuities and disability insurance.

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f) The SUBCONTRACTOR shall arrange for the necessary transport from the personnel’s residence to CONTRACTOR’s Facility or project Site. If CONTRACTOR provides the necessary transport, these costs will be charged back to the SUBCONTRACTOR. g) If requested by SUBCONTRACTOR, and at the discretion of CONTRACTOR, CONTRACTOR shall provide free of charge the following facilities/services for the purpose of performing the SUBCONTRACT WORKS : h) Suitable office and work environment and all IT supplies for personnel based in CONTRACTOR’s Facility as required for the performance of the SUBCONTRACT WORKS. i) Any immediate minor first aid j) CONTRACTOR shall, if requested by SUBCONTRACTOR, provide reasonable assistance in the application for permits, licences or approvals which are required for the WORKS. 18. Safety Regulations

The SUBCONTRACTOR undertakes to comply with all relevant safety regulations in force during the SUBCONTRACT period and shall be solely responsible for all costs or damages incurred due to any non-compliance therewith. All SUBCONTRACTOR’s personnel upon entering CONTRACTOR’s facilities shall be required to undertake Safety Induction training prior to the commencement of WORK, which shall be deemed included in SUBCONTRACT Price and schedule. 19. Quality Management

The SUBCONTRACTOR is deemed to have knowledge of CONTRACTOR’s QA/QC requirements specific to the SUBCONTRACT and must comply with all the requirements therein. Copies of these documents are available upon request. 20. Confidentiality

The SUBCONTRACTOR shall treat the information (data, design documents etc) provided to the SUBCONTRACTOR by CONTRACTOR or developed during performance of the SUBCONTRACT WORKS under this SUBCONTRACT as private and confidential, except to the extent necessary to carry out obligations under it or to comply with applicable Laws. The SUBCONTRACTOR shall not now or at any time publish, permit to be published, or disclose any particulars of the services / information in any trade or technical paper or elsewhere without prior written consent of CONTRACTOR. 21. Independent SUBCONTRACTOR

The SUBCONTRACTOR shall be an independent contractor with respect to the performance of all the SUBCONTRACT WORKS under this SUBCONTRACT and neither the SUBCONTRACTOR nor anyone employed by the SUBCONTRACTOR shall be for any purpose to be the employee, agent, servant or representative of CONTRACTOR. 22. Audit Rights

During the term of this SUBCONTRACT and for five (5) years thereafter, the SUBCONTRACTOR shall maintain and preserve documentation and data pertaining to the performance of the SUBCONTRACT and shall permit CONTRACTOR and/or CONTRACTOR’s COMPANY to examine the same to monitor and/or notify a) the accuracy and propriety of the prices under the SUBCONTRACT and b) SUBCONTRACTOR’s compliance with the terms of this SUBCONTRACT. 23. Modern Slavery and Human Trafficking

CONTRACTOR and its associated SUBCONTRACTORs understand the risks around modern slavery and fully support the Modern Slavery Act 2015. CONTRACTOR will not tolerate any slavery or human trafficking within its business operations and CONTRACTOR takes a risk-based approach to procurement activities through its supply chain. CONTRACTOR and its associated SUBCONTRACTORs are committed to acting ethically and with integrity in all its business relationships and to implement and enforce effective systems and controls to ensure slavery and human trafficking is not taking place. The SUBCONTRACTOR represents and warrants that: (a) it has not been and is not engaged in any practices involving the use of child labour, forced labour, the exploitation of vulnerable people, or human trafficking ("slavery and human trafficking"); (b) its employees and agency workers are paid in compliance with all applicable employment laws and minimum wage requirements; and (c) it will take reasonable steps to prevent slavery and human trafficking in connection with the SUBCONTRACTOR's business. The SUBCONTRACTOR shall demonstrate to the CONTRACTOR’s or COMPANY’s satisfaction that the representations and warranties given above are true and accurate. The SUBCONTRACTOR agrees to respond to all reasonable written requests for information required by the CONTRACTOR or COMPNAY for the purposes of

completing the CONTRACTOR’s or COMPANY’s annual anti-slavery and human trafficking statement as required by the UK’s Modern Slavery Act 2015. The SUBCONTRACTOR will permit the CONTRACTOR or COMPANY and its third party representatives, on reasonable notice during normal business hours, but without notice if there are reasonable grounds to suspect an instance of slavery and human trafficking to access and take copies of the SUBCONTRACTOR's records and any other information held at the SUBCONTRACTOR's premises and to meet with the CONTRACTOR’s personnel and more generally to audit the SUBCONTRACTOR's compliance with its obligations under this Clause. The SUBCONTRACTOR shall give all reasonably necessary assistance to the conduct of such audits during the term of the SUBCONTRACT. Any instances of slavery and human trafficking connected to the SUBCONTRACTOR will entitle the CONTRACTOR to immediately terminate the SUBCONTRACT.

24. Materials and Workmanship

Unless otherwise specifically provided in this SUBCONTRACT, all material to be incorporated in the SUBCONTRACT WORKS shall be new or in excellent condition, of the most suitable grade for the purpose intended. All WORKS under this SUBCONTRACT shall be performed in a skilful and workmanlike manner. CONTRACTOR may, in writing require the SUBCONTRACTOR to remove from the Site or CONTRACTOR’s Facility any employee of the SUBCONTRACTOR who CONTRACTOR deems incompetent, careless or otherwise objectionable. The SUBCONTRACTOR shall perform all work and furnish and supply all labour, equipment, and materials which may be required for the performance of the SUBCONTRACT WORKS in the CONTRACTOR Schedule Exhibit 4. The SUBCONTRACTOR warrants that all material furnished and all work performed under this SUBCONTRACT will be free from defects in material and workmanship for a period of 1 year (or such longer period as may be specified elsewhere in the Main Contract Documents). Upon handover of the WORKS to CONTRACTOR’s COMPANY, and before the expiration of the maintenance period, the SUBCONTRACTOR shall, at his own cost, promptly and satisfactorily replace any material and correct any workmanship found to be defective or otherwise not in conformity with the SUBCONTRACT requirements and remedy any damage to other parts of the WORKS resulting therefrom.

25. Title and Risk

SUBCONTRACTOR warrants full, clear and unrestricted title to CONTRACTOR, at the time of transfer thereof, for all equipment, materials and items furnished by SUBCONTRACTOR in performance of the WORKS, free and clear of any and all liens, restrictions, reservations, security interests, encumbrances and claims of others. Such title shall pass to CONTRACTOR on receipt of such equipment, materials or items furnished in CONTRACTOR’s Facility or at the project Site. In the event of bankruptcy, liquidation, or sequestration of SUBCONTRACTOR, title to such of the WORKS as is completed or in any stage of the process of manufacture shall pass automatically to CONTRACTOR. Notwithstanding any passage of title as detailed in Clause 24a above, risk of loss in or damage to the SUBCONTRACT WORKS shall remain with SUBCONTRACTOR until completion as evidenced by the Completion Certificate signed and issued to SUBCONTRACTOR by COMPANY pursuant to Clause 2 above thereafter such risk shall pass to CONTRACTOR 26. Confidentiality, Proprietary Information and Infringement Indemnity

SUBCONTRACTOR shall: a) comply with all applicable laws, statutes, regulations, and codes relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010 (“Relevant Requirements”); b) not engage in any activity, practice or conduct which would constitute an offence under Sections 1, 2 or 6 of the Bribery Act 2010 if such activity, practice or conduct had been carried out in the UK; c) comply with CONTRACTOR’s Ethics, Anti-bribery and Anti-corruption policies as may be updated from time to time (Relevant Policy); d) have and shall maintain in place throughout the term of this SUBCONTRACT its own policies and procedures under the Bribery Act 2010, to ensure compliance with the Relevant Requirements, and will enforce them where appropriate; e) promptly report to CONTRACTOR any request or demand for any undue financial or other advantage of any kind received by SUBCONTRACTOR in connection with the performance of this SUBCONTRACT; and f) immediately notify CONTRACTOR (in writing) if a foreign public official becomes an officer or employee of SUBCONTRACTOR or acquires a direct or indirect interest in SUBCONTRACTOR (and SUBCONTRACTOR warrants that it has no foreign public officials as officers, employees or direct or indirect owners at the date of this SUBCONTRACT); g) within two months of the date of this SUBCONTRACT, and annually thereafter, certify to CONTRACTOR in writing signed by an officer of SUBCONTRACTOR, compliance with this Clause by SUBCONTRACTOR and all persons associated with it.

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SUBCONTRACTOR shall provide such supporting evidence of compliance as CONTRACTOR may reasonably request. SUBCONTRACTOR shall ensure that any person associated with SUBCONTRACTOR who is performing services in connection with this SUBCONTRACT does so only on the basis of a written contract which imposes on and secures from such person terms equivalent to those imposed on SUBCONTRACTOR in this clause (“Relevant Terms”). SUBCONTRACTOR shall be responsible for the observance and performance by such persons of the Relevant Terms, and shall be liable to CONTRACTOR for any breach by such persons of any of the Relevant Terms. Breach of this clause shall be deemed a material breach of the SUBCONTRACT. For the purpose of this clause, the meaning of adequate procedures and foreign public official and whether a person is associated with another person shall be determined in accordance with Section 7(2) of the Bribery Act 2010 (and any guidance issued under Section 9 of that Act), Sections 6(5) and 6(6) of that Act and Section 8 of that Act respectively. For the purposes of this Clause 17 a person associated with SUBCONTRACTOR includes but is not limited to any subcontractor of SUBCONTRACTOR. 27. Set-Off

CONTRACTOR may, in addition to any other amounts retained hereunder, retain from any sums otherwise owing to SUBCONTRACTOR amounts sufficient to cover the full costs of any of the following: a) SUBCONTRACTOR’s failure to comply with any provision of this SUBCONTRACT

or SUBCONTRACTOR’s acts or omissions in the performance of any part of this

SUBCONTRACT,

b) Correction of defective or nonconforming WORKS by redesign, repair, rework,

replacement or other appropriate means when SUBCONTRACTOR states, or by its

actions indicates, that it is unable or unwilling to proceed with the corrective action in

a reasonable time; and/or

c) CONTRACTOR agrees to or is required to take action or perform partial or

whole portion of the WORKS for SUBCONTRACTOR.

d) CONTRACTOR shall deduct from payments otherwise due to

SUBCONTRACTOR the costs as provided herein. CONTRACTOR’s right to back charge is

additional to any and all other rights and remedies provided in this SUBCONTRACT or

by law. The performance of back charge work by CONTRACTOR shall not relieve

SUBCONTRACTOR of any of its responsibilities under the SUBCONTRACT including but

not limited to express of implied warranties, specified standards for quality,

contractual liabilities and indemnifications, and meeting the SUBCONTRACT

milestones.

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-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- This Agreement may be executed in counterparts, and as so executed shall constitute one and the same Agreement. In Witness whereof the parties hereto have caused this Agreement to be executed the day and year first before written in accordance with their respective laws. By Lamprell Energy Ltd. By SUBCONTRACTOR Signed: _____________________

Signed: _____________________

Name: _____________________

Name: _____________________

Title: _____________________ Title: _____________________

Witnessed by: Witnessed by: Signed: _____________________

Signed: _____________________

Name: _____________________

Name: _____________________

Title: _____________________ Title: _____________________

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EXHIBIT 1 – SPECIAL TERMS AND CONDITIONS

This document describes CONTRACTOR’s requirements for SUBCONTRACTOR’s qualified and experienced personnel, equipment and consumables (where applicable) for the execution and performance of the WORKS in line with the documents, drawings, specifications and requirements forming part of this SUBCONTRACT to the full satisfaction of COMPANY and CONTRACTOR.

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EXHIBIT 2 – SCOPE OF WORKS

1. OUTLINE SCOPE OF WORK

This document describes CONTRACTOR’s requirements for SUBCONTRACTOR’s qualified and experienced personnel, equipment and consumables (where applicable) for the execution and performance of the WORKS in line with the documents, drawings, specifications and requirements forming part of this SUBCONTRACT to the full satisfaction of COMPANY and CONTRACTOR.

For the purpose of the WORKS and to the extent of the assigned scope, SUBCONTRACTOR shall carry out the intended WORKS and shall protect CONTRACTOR’s interest to the same extent as its own interests.

2. DESCRIPTION OF THE WORKS

2.1. Scope of WORKS

The WORKS of the SUBCONTRACTOR consists in the execution of following:

2.2. Extent of the Scope of WORKS

The WORKS include, but are not limited to the activities described herein in this document along with all applicable documents forming part of this SUBCONTRACT. The descriptions are not exhaustive and are given so CONTRACTOR for the SUBCONTRACTOR's guidance and shall be read and construed within the context of the SUBCONTRACT. SUBCONTRACTOR acknowledges that any portion of the work or activity which may not be specified herein this document or SUBCONTRACT, is intended as inclusive within the WORKS. Accordingly, all activities and duties not included in CONTRACTOR’s scope of WORKS, as herein defined, are deemed to be included into SUBCONTRACTOR's scope of WORKS and paid by the SUBCONTRACT PRICE.

The scope of the CONTRACTOR is strictly limited to that defined in the above listed WORKS document. The scope of the SUBCONTRACTOR shall be construed as being inclusive of all that is not included in CONTRACTOR’s scope without any limitation.

SUBCONTRACTOR has the duty to take all necessary measures to execute the SUBCONTRACT within the time schedule, in full compliance with the SUBCONTRACT and in conformity with the rules of the art and the legal applicable texts.

SUBCONTRACTOR shall be CONTRACTOR responsible to ensure that they made themselves fully aware of all the necessary information for the performance of the WORKS and are in possession of all necessary documents associated therewith. It is expressly understood that SUBCONTRACTOR shall waive every right of claim and recourse for any deficiency of or absence of or insufficiency of the information associated with the WORKS provided or not provided by CONTRACTOR.

3. PERSONNEL

All personnel deployed by SUBCONTRACTOR for the performance of the WORKS shall be competent, properly qualified, skilled and experienced for their respective function as evidenced by the relevant certificates and other supporting documents supporting their qualification and employment track record. CONTRACTOR may request and SUBCONTRACTOR shall provide such evidence at any time.

SUBCONTRACTOR shall replace any personnel, at no additional cost to CONTRACTOR, whose presence is reasonably regarded by CONTRACTOR or COMPANY as detrimental to the performance of the services from the Quality or Safety standpoint. SUBCONTRACTOR shall remove forthwith such personnel immediately and shall provide a suitable replacement for any such personnel within three (3) days or such time as may be reasonably agreed upon by CONTRACTOR and SUBCONTRACTOR.

4. SCHEDULE

Time is of the essence for the WORKS.

SUBCONTRACTOR shall deploy their personnel upon receipt of written notification from CONTRACTOR as stipulated in Exhibit 3 – Milestone Schedule. Accordingly, SUBCONTRACTOR shall perform each specific activity set out in the assignment without any delay whatsoever.

SUBCONTRACTOR shall be liable to CONTRACTOR for any demonstrable costs or expenses incurred by CONTRACTOR in respect of demonstrable delay and/or disruption caused by acts or omissions by SUBCONTRACTOR or its subcontractors and suppliers on the overall Project.

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5. DRAWINGS AND SPECIFICATIONS

The purpose of the present document is to define the list of drawings and specifications that will be issued from CONTRACTOR to SUBCONTRACTOR for the WORKS.

The scope of issued drawings and specifications by CONTRACTOR is limited to the following list. It is SUBCONTRACTOR’s responsibility to ensure that it has received all the documents, whether specified herein below or not, and any other document it deems necessary for the performance of its scope of WORKS. DRAWINGS

Item No.

Drawing Number Revision Number

Title or Description

1 Insert any Drawings

2

3

…

SPECIFICATION

Item No.

Specification Number Revision Number

Title or Description

1 Insert any Documentation / Specifications

2

3

…

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EXHIBIT 3 – SCHEDULE OF PRICES AND RATES

1 SUBCONTRACT PRICE

The SUBCONTRACT PRICE for the complete performance of the WORKS and compliance with all its terms and conditions shall be fixed at the re-measured rates and/or lump-sum prices stipulated herein below and shall not exceed USD __________ (United States Dollars______________ only).

Any changes must be confirmed in writing by CONTRACTOR's authorized representative.

The full scope of WORKS and/or the quantities set forth are the estimated only and are not to be taken as the actual and correct scope and/or quantities of work to be executed by the SUBCONTRACTOR in fulfilment of his obligations under this SUBCONTRACT. SUBCONTRACTOR is deemed to be aware that the quantities may vary considerably and that no increase in the unit rates and lump sum prices or any other compensation shall be considered. Any changes to quantities that is deemed to increase beyond the SUBCONTRACT PRICE must be confirmed in writing by the CONTRACTOR's authorized representative.

Payments shall only be made to the SUBCONTRACTOR against invoices approved/certified by COMPANY and/or CONTRACTOR. The SUBCONTRACT rates shall remain firm and fixed throughout the whole duration of the SUBCONTRACT or revisions thereto and shall not be subject to escalation of any nature, whatsoever. CONTRACTOR shall not consider any claim by the SUBCONTRACTOR for increase in cost of wages, materials, transportation, equipment charges, overhead or any other increase in cost whatsoever.

2 PRICING

SUBCONTRACTOR shall have included in its rates, prices and in the SUBCONTRACT PRICE all costs for the execution of the WORKS including, but not limited to, personnel, supervision, safety officers, inspectors, all necessary materials, tools & tackles, equipment, machines, safety requirements, containers, lighting for any night work, consumables, transportation, general expenses, any overtime payment to personnel, overheads, mobilization/ demobilization, insurance, taxes, duties and profits.

The SUBCONTRACT PRICE is comprised of the pay items or descriptions stipulated in Clause 4 of this Exhibit 2.

The unit prices portion of the SUBCONTRACT PRICE, if any, is based on unit prices and approximate quantities; certain secondary items or ancillaries are not necessarily identified or described. It is, however, expressly understood that the unit prices are deemed to include and fully compensate SUBCONTRACTOR for all its obligations to CONTRACTOR for the WORKS, whether shown or not in the respective definitions of the unit prices and that there can be no creation of new unit prices except either for WORKS for which a unit price already exists but for different dimensions (e.g. a new piping diameter), or for WORKS entitling SUBCONTRACTOR to make a request for a Variation in accordance with the requirements of the SUBCONTRACT. Pricing Notes:

2.1 All costs associated with performance of the SUBCONTRACT WORK, including overheads and profit and the direct

and indirect costs not specifically addressed elsewhere in the SUBCONTRACT are all included in the above table.

2.2 The all-inclusive rates above are applicable to the WORKS being performed at the SITE. These rates provide compensation for all of SUBCONTRACTOR’s costs associated, including but not limited to:

2.2.1 Management and administration personnel who are employed in other support functions which are not directly related to the performance of the WORKS; equipment (including IT, hardware, software, materials, the provision of deliverables, meetings, reporting, risks, financing, insurances, guarantees, warranties, performance bond and the like, and all other requirements of WORKS;

2.2.2 Payroll and corporate burdens including, but not limited to, wages, wage settlements, bonuses and incentive

payments, employee benefits, employee taxes, vacation and holidays, sick pay, pensions, dues, subscriptions, travelling time and expenses, fares and transport allowances and all other emoluments and expenses which the SUBCONTRACTOR may make under national or local agreements and / or local statutory regulations;

2.2.3 Mobilization, immigration formalities, accommodation, subsistence and demobilization cost for personnel recruited specifically for the WORKS; and

2.2.4 All costs of administration of personnel, salary, taxes, invoicing, accounting, IT support and the like.

2.2.5 All costs associated with accommodation, catering and transportation of personnel.

2.2.6 All rates are inclusive of down time as a result of CONTRACTOR not releasing on time access to the WORKS, inclement weather and any other reason resulting in idle labour or equipment.

2.2.7 SUBCONTRACTOR, whether has visited the location of the WORKS or surveyed the areas, confirms that it has

fully satisfied itself of the WORKS to be performed under this SUBCONTRACT. Accordingly, It is expressly

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understood that SUBCNTRACTOR is solely responsible for all the WORKS, or potions thereto, including any other associated work or activity that is not specified or stated in this SUBCONTRACT but is required for SUBCONTRACTOR to fully complete the WORKS, or portion thereto, to the satisfaction of COMPANY and CONTRACTOR.

2.2.8 The all-inclusive rates include all taxes and custom duties unless otherwise expressly stated in the Particular

Terms & Conditions of the SUBCONTRACT.

3 LABOUR, MATERIAL AND EQUIPMENT TIME & MATERIAL RATES

Not Used.

4 SCHEDULE OF LABOUR AND EQUIPMENT TIME & MATERIAL RATES

The SUBCONTRACT PRICE shown in the Subcontract Form of Agreement is broken down into the following as applicable: 4.1 Lump Sum Part of SUBCONTRACT PRICE:

The lump sum part of the SUBCONTRACT PRICE is inclusive of direct and indirect portions for the total amount as stipulated herein above in Clause 1 of this document.

4.2 Re-Measurable Unit Prices Part of SUBCONTRACT PRICE:

The re-measurable SUBCONTRACT PRICE shall be based on estimated quantities stipulated in the attached Excel sheet: Refer to the attached ‘Pricing Form’ forming Attachment 9 in the ITT

5 PAYMENT TERMS

The price payable in respect of the SUBCONTRACT shall be paid to SUBCONTRACTOR as follows:

5.1 Progress Payment

XX percent of the SUBCONTRACT PRICE as per approved by CONTRACTOR and, if applicable, in the

Monthly Financial Report.

Refer to Exhibit 3 “Schedule” for milestones.

5.2 Completion of the WORKS and Submission of Documentation and Drawings

XX percent of the SUBCONTRACT PRICE upon approval of the Final progress invoice and

CONTRACTOR’s issuance of the Completion Certificate without punch-list items, SUBCONTRACTOR’s

confirmation to release of claims and liens and, if applicable, return to CONTRACTOR of all surplus

materials.

6 PAYMENT PROFILE

As described in the Particular Terms & Conditions of the SUBCONTRACT.

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EXHIBIT 4 – MILESTONES SCHEDULE

Below are the milestone dates for the completion of the WORKS under this SUBCONTRACT. SUBCONTRACTOR’s schedule shall be prepared and developed as per the below dates and in accordance with the provisions stipulated in the SUBCONTRACT. SUBCONTRACTOR hereby confirms to the below milestones and shall proceed in accordance with these fixed dates. Milestone dates marked with “X” are subject to Liquidated Damages.

S/n Description Start Date Completion

Date Duration LD

1 Award of SUBCONTRACT - - 0

2 Preparing and submitting all necessary documents as per the SUBCONTRACT (Bonds, Insurances, etc.)

3 Mobilization and readiness to start the WORKS X

4 … X

…

...

5 Completion of the WORKS X

6 Demobilization from Site

7 Submittal of all As-built documents X

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