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SIPCHEM

STANDARD TERMS AND CONDITIONS

FOR THE PURCHASE OF GOODS

1. DEFINITIONS AND INTERPRETATION

1.1 Capitalized terms used in these Standard Terms and Conditions and not otherwise defined shall

have the meanings set forth below:

"Acceptance" means the date on which all of the following requirements have been satisfied:

(a) the Vendor has delivered the Supplies to the Delivery Point;

(b) the quantity of the Supplies delivered by the Vendor matches the quantity specified in the

PO;

(c) the Vendor has otherwise delivered the Supplies in accordance with the requirements of

the Purchase Agreement; and

(d) the Buyer has issued an Acceptance Certificate in respect of those Supplies,

and "Accept" and "Accepted" shall be construed accordingly.

"Acceptance Certificate" has the meaning given in Clause 13.2.

"Business Day" is a day (other than a Friday and a Saturday) on which banking institutions are

open for business in the Kingdom.

"Buyer" has the meaning given in the PO.

"Change" has the meaning given in Clause 4.2.

"Change Order" has the meaning given in Clause 4.4.

"Confidential Information" means the terms of the Purchase Agreement and all information

disclosed (whether in writing, orally or by another means and whether directly or indirectly) by the

Buyer to the Vendor, whether before or after the Effective Date, including information relating to

the Buyer's products, operations, processes, plans or intentions, product information, know how,

design rights, trade secrets, market opportunities and business affairs.

"Consent" means any permit, consent, approval, authorisation, agreement, waiver or license which

must be obtained from any person (including both private persons and governmental authorities) in

order for the Supplies to be delivered in accordance with the Purchase Agreement.

"Delay Liquidated Damages" has the meaning given in Clause 11.4.

"Delivery Date" means the relevant date(s) specified as such in the PO.

"Delivery Point" shall mean the location(s) specified as such in the PO.

"Effective Date" has the meaning given in Clause 2.2.

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"Encumbrance" means any mortgage, lien, pledge, claim, charge, lease, easement, security

interest, restriction or encumbrance of any kind.

"Force Majeure" has the meaning given in Clause 21.

"Intellectual Property Rights" means any intellectual and industrial property rights, including

patents of any type, design rights, utility models or other similar invention rights, copyrights,

database rights, mask work rights, moral rights, trade secrets, know-how or confidentiality rights,

trademarks, trade names and service marks and any other intangible property rights (including

applications and registrations for any of the foregoing) in any country, and whether or not registered

or perfected, whenever and however arising.

"Kingdom" means the Kingdom of Saudi Arabia.

"Parties" means the Buyer and the Vendor and "Party" means any of them.

"Personnel" means any of the affiliates, directors, employees, sub-contractors and/or agents of the

Vendor who may be involved in the performance of the Purchase Agreement.

"PO" means the purchase order to which these Standard Terms and Conditions are attached.

"Price" has the meaning given in Clause 6.1.

"Purchase Agreement" has the meaning given in Clause 2.1.

"SIPCHEM" means Saudi International Petrochemical Company, a joint stock company

incorporated under the laws of the Kingdom, with commercial registration number 1010156910

issued on 14 Ramadan 1420H (corresponding to 22 December 1999G), having its head office

located at Riyadh, Kingdom, with a branch in Al-Khobar, Kingdom, with commercial registration

number 2051023922 issued on 30 Shawwal 1420H (corresponding to 6 February 2000G) and a

branch in Jubail Industrial City, Kingdom, with commercial registration number 2055007570

issued on 4 Jumada I 1427H (corresponding to 1 June 2006G), and a share capital of

7,333,333,320.00 Saudi Arabian Riyals fully paid.

"SIPCHEM Affiliate" means any company or legal entity which is controlled directly or indirectly

by SIPCHEM. For these purposes, "control" means either:

(a) the right to exercise at least fifty per cent. (50%) of the voting rights of such company or

entity; or

(b) the power to appoint and/or remove all or the majority of the members of the board of

directors or other governing body of such company or of any other company which controls

that company.

"Specifications" has the meaning given in Clause 3.3(a).

"Standard Terms and Conditions" means the terms and conditions set out herein.

"Supplies" has the meaning given in the PO.

"Vendor" has the meaning given in the PO.

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"Warranty Period" has the meaning given in Clause 3.3.

1.2 In these Standard Terms and Conditions, except where the context otherwise requires:

(a) a reference to a Clause shall refer to a clause of these Standard Terms and Conditions;

(b) a reference to an enactment or regulation shall include a reference to any subordinate law,

decree, resolution, order or the like made under the relevant enactment or regulation, and

is a reference to that enactment, regulation or subordinate law, decree, resolution, order or

the like as from time to time amended, consolidated, modified, re-enacted or replaced;

(c) a reference to one gender shall include other genders;

(d) the schedules and annexes to the PO form part of the Purchase Agreement, and shall have

effect as if set out in full in the body of the Purchase Agreement and a reference to the

Purchase Agreement shall include such schedules and annexes;

(e) references to any agreement or contract, including the Purchase Agreement, shall be

interpreted to mean such agreement or contract as amended, varied, replaced, modified,

novated or supplemented (in each case, other than in breach of the provisions of the

Purchase Agreement or such other agreement or document);

(f) the headings in these Standard Terms and Conditions are for convenience only and shall

not affect the interpretation of the Standard Terms and Conditions;

(g) a reference to either Party shall include that Party's successors and permitted assigns;

(h) a reference to person means any individual, firm, company, corporation, joint stock

company, limited liability company, partnership, joint venture, association, trust,

unincorporated body, organization, Governmental Entity, government, state or agency or

subdivision of a state, committee, department, authority or other entity (whether or not

having separate legal personality);

(i) if a period of time is specified as from a given day, or from the day of an act or event, it

shall be calculated inclusive of that day;

(j) where the day on which any act, matter or thing is to be done is a day other than a Business

Day, then that act, matter or thing shall be done on or by the next Business Day;

(k) unless otherwise specified, a reference to includes or including shall mean “includes

without limitation” or “including without limitation”, as applicable;

(l) references to annum, years, quarters, months, days and the passage of time shall be

construed in accordance with the Gregorian (G) calendar and, unless otherwise specified,

references to time refer to the time in the Kingdom;

(m) a reference to an Incoterm shall have the meaning set out in the Incoterms 2010 published

by the International Chamber of Commerce and the meaning of, and responsibilities and

obligations under, the applicable Incoterm shall be deemed to be incorporated into the

Purchase Agreement;

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(n) references to writing shall include any mode of reproducing words in any legible form but

shall not include e-mail or fax except where expressly stated otherwise;

(o) references to other and otherwise shall not be limited by any foregoing words where a

wider construction is possible; and

(p) any obligation on the Vendor not to do something includes an obligation not to allow

that thing to be done and an obligation to use best endeavours to prevent that thing being

done by another person.

2. PURCHASE AGREEMENT

2.1 A PO which is accepted by the Vendor shall, together with these Standard Terms and Conditions,

then form a binding contract between the Parties for the provision of, and payment for, the Supplies

and constitute the "Purchase Agreement".

2.2 Unless otherwise specified in the PO, the effective date of the Purchase Agreement (the "Effective

Date") shall be the date on which the PO is accepted by the Vendor.

2.3 In case of conflict between any provisions of the Purchase Agreement, the following order of

priority shall apply unless the Parties expressly agree otherwise in writing:

(a) the PO (other than the applicable Incoterm, if any, specified therein);

(b) the provisions of these Standard Terms and Conditions; and

(c) the applicable Incoterm (if any) specified in the PO.

3. STANDARD OF PERFORMANCE

3.1 The Vendor shall deliver the Supplies (which shall be new, unused, of the most recent or current

models and incorporate all recent improvements in design and materials unless provided otherwise

in the PO) of the type, quantity and quality as set out in the PO, and shall perform (and undertakes

to procure that its Personnel shall perform) its obligations under the Purchase Agreement in

accordance with:

(a) the terms of the Purchase Agreement;

(b) applicable laws and regulations from time to time in force, including environmental, health

and safety laws and regulations, immigration and labour laws;

(c) the Consents;

(d) the Buyer's instructions and directions;

(e) applicable professional standards and codes applicable to the Vendor and/or to the

provision of the Supplies; and

(f) SIPCHEM's safety, security, health and environment management standards, as may be

updated from time to time.

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3.2 The Vendor shall, and undertakes to procure that its Personnel shall, co-operate with the Buyer,

SIPCHEM and SIPCHEM Affiliates, and each of their respective employees, officers and agents,

in providing the Supplies.

3.3 The Vendor warrants and represents to the Buyer that:

(a) the Supplies will conform in all respects to the specifications or other requirements for the

Supplies set out in the PO or, if not specified in the PO, to the normal and customary

specifications and quality for such Supplies (the "Specifications");

(b) the Supplies will be free from any and all defects; and

(c) the Supplies shall be capable of being used by the Buyer in accordance with applicable

laws and Consents,

in each case for a period of eighteen (18) months commencing on the later of:

(i) the date of Acceptance of the relevant Supplies; and

(ii) the date falling 12 months after the date of installation, commissioning or first use,

whichever is latest,

(the "Warranty Period").

3.4 In the event that any defect or breach is discovered in breach of Clause 3.3 during the Warranty

Period, the Buyer shall notify the Vendor and the Vendor shall promptly and at its sole cost and

risk repair or replace (as directed by the Buyer) the relevant Supplies. For the avoidance of doubt,

the Vendor shall bear the cost of insurance, freight and any other charges, fees and duties for

repairing or replacing the Supplies, including all expenses and charges required to return, uninstall

and re-install the rejected Supplies. If the Vendor fails to commence or diligently proceed with such

repair or replacement within what the Buyer considers to be a reasonable time after receipt of such

notice, the Buyer may itself repair or replace (or engage others to repair or replace) the relevant

Supplies and shall be entitled to recover as a debt from the Vendor (including by way of set-off

against amounts otherwise due or that will become due to the Vendor) its costs incurred or amounts

paid or payable to such others in connection with such repair or replacement.

3.5 The repaired or replacement Supplies will be subject to the same warranties and standard of

performance as those required under the Purchase Agreement in respect of the original Supplies

(including Clauses 3.1 and 3.3) save that the Warranty Period shall commence on the date of

replacement or repair of the Supplies.

3.6 The Vendor shall promptly (and in any event, within five (5) Business Days) provide the Buyer

with written progress reports, evidence and/or information concerning the progress of its

obligations under the Purchase Agreement as may be requested by the Buyer from time to time.

3.7 This Clause 3 shall be additional to, and without prejudice to, the Buyer's rights under any specific

warranties provided by the Vendor or its Personnel in respect of the Supplies.

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4. CHANGES

4.1 The Vendor shall not change any or all of the Specifications without the prior written consent of

the Buyer.

4.2 Prior to shipment of any Supplies by the Vendor, the Buyer may instruct or request any change,

modification, addition or omission in respect of the Supplies, including changes in the

Specifications, mode of delivery or an increase or decrease in the quantity of Supplies to be

delivered by the Vendor (a "Change"). Where a Change is instructed or requested in writing by the

Buyer, the Vendor shall, within five (5) Business Days, and at its own cost, provide to the Buyer

the following information:

(a) a description of the Change;

(b) any measures which can be taken to mitigate the impact of the Change;

(c) the Vendor's proposal for adjustment of the Price, if applicable; and

(d) the Vendor's proposals for any necessary modifications to the Delivery Date.

4.3 Following receipt of the information provided in accordance with Clause 4.2:

(a) the Buyer shall, after due consultation with the Vendor, notify the Vendor whether or not

the Change shall be carried out; and

(b) the Vendor shall inform the Buyer if implementing the Change would result in a breach of

any applicable laws or Consents.

The Vendor shall not delay the performance of any other obligations under the Purchase Agreement

whilst awaiting a response from the Buyer.

4.4 If the Buyer decides that the Change shall be carried out it shall sign and issue to the Vendor a

numbered change order ("Change Order") which shall confirm the nature of the Change, any

changes to be made to the Purchase Agreement. Unless the Parties agree otherwise, the Change

Order shall constitute the sole method of authorisation by which the Purchase Agreement can be

modified.

4.5 The Vendor shall countersign and be bound by each Change Order unless the Vendor gives notice

to the Buyer within five (5) Business Days after issue of the Change Order pursuant to Clause 4.4

(with supporting particulars) that implementing the Change Order will result in a breach of any

applicable laws or Consents. The Buyer shall issue an amended PO which is consistent with the

Change Order issued by it under Clause 4.4 as soon as reasonably practicable after the Vendor has

countersigned the relevant Change Order.

4.6 The Vendor shall not be entitled to an increase in the Price where a Change is necessary due to any

breach of the Purchase Agreement by the Vendor or its Personnel or any negligent or wrongful act

or omission on the part of the Vendor or its Personnel.

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5. HAZARDOUS OR CHEMICAL MATERIALS

5.1 If the Supplies are, or include, chemical products or raw materials, the Vendor shall provide the

Buyer with the Material Safety Data Sheet ("MSDS") as required under applicable law. The MSDS

shall be written in Arabic, English and any other language specified in the PO.

5.2 If the Supplies are, or include, products or materials which are considered to be dangerous or

hazardous according to any applicable laws, the "UN Orange Book" or the "UN Purple Book", the

Vendor shall:

(a) clearly attach safety labels on the relevant Supplies or part of the Supplies in compliance

with such applicable laws, the "UN Orange Book" and the "UN Purple Book"; and

(b) transport or ship such Supplies in accordance with the "International Maritime Dangerous

Goods Code", the "IATA Dangerous Goods Regulations", the "European Agreement

concerning the International Carriage of Dangerous Goods by Road" and applicable laws.

5.3 If the Vendor becomes aware of any hazardous or dangerous attribute of any chemical substance

constituting or contained in the Supplies which is not already identified in the MSDS or the safety

labels or if the item’s classification changes and such changes have not previously been

communicated to the Buyer, the Vendor shall inform the Buyer in writing thereof within five (5)

Business Days of the date on which it became aware (or should have become aware in accordance

with good industry practice).

6. PRICE AND PAYMENT TERMS

6.1 The price to be paid by the Buyer to the Vendor for the Supplies delivered to, and Accepted by the

Buyer pursuant to Clause 13 (the "Price") and the currency in which such Price shall be paid shall

be set out in the PO. Unless otherwise specified in the PO, the Price will be a cost-plus fee, an all-

inclusive fixed lump sum amount or an all-inclusive fixed unit price (as applicable), other than in

respect of the reimbursable expenses of the Vendor (if any) as specified in the PO.

6.2 The Buyer shall have no liability for increases in the Vendor's costs of manufacturing or delivering

the Supplies of any nature whatsoever and the Price shall not be varied without the express prior

written consent of both Parties, such consent to be given in the form of a Change Order.

6.3 Payment of the Price shall be made by the Buyer to the Vendor within forty-five (45) calendar days

from the date the Buyer receives an invoice from the Vendor which fully complies with the

requirements provided for in Clause 6.9, the PO and Saudi Arabian law.

6.4 The Price is all-inclusive of any and all taxes, including value added tax, as may be payable in

connection with the Purchase Agreement. The Vendor is responsible for all payments to its

Personnel and for any deductions required by Saudi Arabian law or otherwise in respect of income

tax and insurance contributions or similar payments in respect of its Personnel relating to the

manufacture and delivery of the Supplies. If, and to the extent that, the Buyer is held accountable

for any taxes payable in connection with the Purchase Agreement, the Buyer shall be entitled to

recover such amounts as a debt from the Vendor (including by way of set-off against amounts

otherwise due or that will become due to the Vendor).

6.5 Payment of the Price in the currency specified in the PO shall be made by direct bank transfer to

the bank account nominated by the Vendor as part of the supplier registration process (as may be

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amended by agreement of the Parties from time to time). All bank charges related to such bank

transfer shall be payable by the Vendor.

6.6 The Buyer has the right of set-off and may deduct against any payment due to the Vendor:

(a) any amount due from the Vendor to the Buyer; and

(b) any amount disputed by the Buyer in accordance with Clause 6.7.

6.7 If the Buyer disputes any invoice (or part thereof) it shall so inform the Vendor of the reason for

the dispute and specify the amount(s) disputed, and pay the undisputed amount(s) contained in such

invoice. Any such disputes shall be resolved in accordance with Clause 26.

6.8 If any invoiced amount(s) are paid but are subsequently disputed or questioned, and it is

subsequently agreed by the Parties or determined in accordance with Clause 26 that such amount(s)

were not due to the Vendor, the Vendor shall forthwith reimburse the Buyer such amounts.

6.9 Unless otherwise specified in the PO, the Vendor shall invoice the Buyer monthly in arrears. The

Vendor shall ensure that each invoice is received by the Buyer within thirty (30) days after the end

of each month. All such invoices shall be submitted by the Vendor in such form and with such

detail and supporting documents as the Buyer may from time to time require and shall include the

following information:

(a) the PO number;

(b) a description of the Supplies delivered and the quantity of the Supplies delivered; and

(c) a copy of the Acceptance Certificate in relation to the relevant Supplies.

Invoices may only be submitted by the Vendor in accordance with the method for service of notices

in Clause 25 that the Buyer may from time to time instruct. Any invoice not submitted in accordance

with such method shall be deemed not to have been submitted by the Vendor and not to have been

received by the Buyer. The Buyer shall not be liable to pay any Price where the Buyer receives

a first invoice more than thirty (30) calendar days after the first day of the month to which

that invoice relates.

7. PERFORMANCE SECURITY

7.1 The Vendor shall provide, at its own cost, the following performance security:

(a) if the PO states that this Clause 7.1(a) applies, a parent company guarantee in respect of all

of the Vendor's obligations under the Purchase Agreement from the ultimate holding

company of the Vendor and in a form acceptable to the Buyer;

(b) if the PO states that this Clause 7.1(b) applies, an unconditional and irrevocable on-demand

performance bond for the amount specified in the PO issued by a Saudi Arabian bank or

other financial institution, which is acceptable to the Buyer. The performance bond shall

be issued in favour of the Buyer, remain valid until the Vendor has fulfilled its obligations

under the Purchase Agreement and be in a form acceptable to the Buyer; and

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(c) if the PO states that this Clause 7.1(c) applies, an unconditional and irrevocable on-demand

advance payment bond for the full amount of the advance payment (or as otherwise

specified in the PO) issued by a Saudi Arabian bank or other financial institution, which is

acceptable to the Buyer. The advance payment bond shall be issued in favour of the Buyer,

remain valid until the advance payment has been repaid in full and be in a form acceptable

to the Buyer.

7.2 Compliance with Clause 7.1 (if applicable) shall be a condition precedent to the Vendor's

entitlement to any payment of the Price under the Purchase Agreement.

8. INSPECTION

8.1 Without prejudice to Clauses 3 and 13, the Buyer shall have the general right to inspect and test the

Supplies at any stage or place of manufacture, fabrication, storage or delivery upon notice to the

Vendor. In the event that the inspection or test shows that the Supplies do not conform to the

Specifications, the Buyer shall be entitled to instruct the Vendor to repair or replace those Supplies

so that they do conform to the Specifications and the Vendor shall comply with such instruction at

the Vendor's sole cost and risk and without prejudice to any other remedies to which the Buyer is

entitled under the Purchase Agreement (including Delay Liquidated Damages and its rights under

Clause 22). The Buyer shall have the right to inspect any repaired or replacement Supplies on the

same terms set out in this Clause 8.1.

8.2 The Buyer owes no duty to the Vendor to inspect, check or test the Vendor's activities or omissions

in performing its obligations under the Purchase Agreement (whether pursuant to Clause 8.1 or

otherwise). Any inspection, check or test of the Vendor's activities by the Buyer will not lessen or

otherwise affect the Vendor's obligations, whether under the Purchase Agreement or applicable

law, or affect the Buyer's rights against the Vendor whether under the Purchase Agreement or

applicable law.

8.3 Failure to inspect the Supplies prior to delivery shall not prejudice the Buyer's rights under Clause

13.

9. PACKING AND DOCUMENTATION

9.1 The Vendor represents and warrants that, before shipment or transportation, the Supplies will be

suitably packed and (if applicable) protected against corrosion and weather as is customary for the

type of goods and mode of delivery set out in the PO. The Vendor agrees that any and all costs

and/or expenses related to such packing and protection (including any storage costs) are included

in the Price.

9.2 The Vendor shall provide the Buyer with all required and customary certificates, test data, manuals,

certificates and technical information and documentation relating to the Supplies, including, but

not limited to, certificates of origin, weight certificates, material test certificates, NDT results,

pressure test results, as specified in the PO, or as is otherwise customary for the type of goods that

is the subject matter of the Purchase Agreement and for the mode of delivery set out in the PO. The

Vendor agrees that any and all costs and/or expenses related to the provision of such documents

are included in the Price.

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10. SHIPPING AND TRANSPORTATION AND INSURANCE

10.1 The Vendor shall transport and deliver the Supplies to the Delivery Point using the mode of delivery

set out in the PO and the shipping instructions included in the PO.

10.2 If the Vendor requires the Buyer to return any packaging that is required by Clause 9.1 then such

packaging shall be returned at the Vendor's cost and risk.

10.3 The Vendor shall, at its own cost, procure and maintain (and shall procure that its Personnel procure

and maintain) as from the Effective Date and throughout the term of the Purchase Agreement the

following insurances together with such other insurances as may be required by applicable laws in

connection with the performance of the Purchase Agreement (each an "Insurance Policy" and

together, the "Insurance Policies"):

(a) unless not required in accordance with the Incoterm (if any) specified in the PO, "All Risk

Marine Insurance" which shall include coverage for inland transportation covering loss

of, or damage to, the Supplies for a value of no less than one hundred and ten per cent.

(110%) of the value of the consignment. Such insurance shall cover the Supplies from the

time they leave the Vendor’s warehouse until the time they are delivered to the Delivery

Point;

(b) "Automobile Liability Insurance" covering bodily injury, sickness or death of any person,

or for loss of or damage to property by any vehicle whether owned, hired or used by the

Vendor. Such Insurance Policy shall be in an amount of no less than the higher of (A) the

statutory limit for Automobile Liability Insurance in the Kingdom as at the Effective Date,

and (B) SAR 10,000,000 (ten million) per occurrence;

(c) "Comprehensive General Liability (CGL) Insurance" covering death and personal injury

sustained by any person and loss of or damage to any property arising out of or in

connection with the Supplies and/or the performance of the Purchase Agreement. Such

Insurance Policy shall be maintained in an amount of no less than US$ 5,000,000 (five

million) for any one occurrence, shall provide for contractual liability and shall not exclude

professional negligence, any property of the Buyer, SIPCHEM or any of the SIPCHEM

Affiliates, or any third party property which is under the care, custody or control of the

Vendor; and

(d) if performance of the Purchase Agreement requires the Vendor to enter any of the sites of

the Buyer, SIPCHEM or any SIPCHEM Affiliate for the performance of the Purchase

Agreement, "Workmen's Compensation Insurance" covering the Vendor's Personnel

whilst engaged in the performance of the Purchase Agreement. Such Insurance Policy

shall be in an amount of no less than the higher of (A) the statutory limit for Workmen's

Compensation Insurance in the Kingdom as at the Effective Date, and (B) US$ 1,000,000

(one million) per occurrence, shall cover compensation for affected Personnel as required

under Saudi Arabian law and shall include overseas travelers’ personal accident insurance

and/or similar statutory social insurance.

10.4 The Vendor shall ensure that the Insurance Policies are effected and maintained with a financially

sound and reputable insurer(s) with a rating of at least BBB from Standard & Poor's, or with such

other insurer(s) as may be approved by the Buyer.

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10.5 The Vendor and its Personnel shall not deliver any Supplies to the Buyer until the Insurance Policies

are in full force and effect.

10.6 If the Vendor fails to effect and/or maintain any Insurance Policy, the Buyer may, without prejudice

to any of its other rights or remedies under the Purchase Agreement, effect and maintain any such

Insurance Policy and may from time to time deduct from any amount due to the Vendor under the

Purchase Agreement any premium which the Buyer shall have paid to the insurer (together with

the reasonable expenses incurred by the Buyer in procuring such insurance) or otherwise recover

such amount as a debt due from the Vendor.

10.7 If specified in the PO, the Vendor shall ensure that the relevant Insurance Policy shall include each

of the Buyer, SIPCHEM, the specified SIPCHEM Affiliates stated in the PO, the Vendor, its

Personnel and/or specified third parties as co-insureds, and all insurers' rights of subrogation against

such co-insureds for losses or claims arising out of the performance of the Purchase Agreement

shall be waived under such Insurance Policies.

10.8 The Insurance Policies shall include a cross liability clause such that the co-insureds are regarded

as third parties to each other.

10.9 The Vendor (or, as the case may be, its Personnel) shall bear all deductibles under the Insurance

Policies.

10.10 If requested by the Buyer from time to time, the Vendor shall provide to the Buyer certificates

evidencing that the Insurance Policies required to be maintained by the Vendor under this Clause

10 are in full force and effect. Each Insurance Policy shall provide that the Buyer is entitled to not

less than forty (40) Business Days' prior written notice from the insurers prior to any cancellation,

termination or alteration of cover.

10.11 The Vendor shall not (and shall procure that its Personnel shall not), do or omit to do anything

whereby the Insurance Policies (or any of them) may be or become void or voidable.

10.12 Each Insurance Policy shall serve as primary with respect to the interest of the Buyer (and, if

applicable, SIPCHEM and the SIPCHEM Affiliates) and any other insurance maintained by the

Buyer, SIPCHEM and the SIPCHEM Affiliates is excess and not contributory with such Insurance

Policies.

10.13 The Vendor shall (and shall procure that its Personnel shall) manage, maintain and provide all

documentation required to comply with the requirements of the Insurance Policies, and to recover

any claims thereunder.

10.14 Each Party shall promptly notify the other Party of any actual or potential claim under any of the

Insurance Policies related to the Purchase Agreement. Each such notice shall be accompanied by

full details of the incident giving rise to the claim. Each Party shall afford the other Party all such

assistance as may be reasonably required for the preparation and negotiation of any claim under

any insurance maintained pursuant to the Purchase Agreement.

11. DELIVERY AND LATE DELIVERY

11.1 The Vendor shall deliver the Supplies in the quantity set out in the PO to the Delivery Point on the

corresponding Delivery Date.

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11.2 The Delivery Date shall be firm, and shall not be varied other than by means of a Change Order.

11.3 The Vendor shall promptly notify the Buyer in writing if the Vendor anticipates that delivery of

any or all of the Supplies will be delayed.

11.4 If the Vendor fails to deliver the Supplies to the Delivery Point by the corresponding Delivery Date

then the Vendor shall pay or allow to the Buyer liquidated damages in an amount equal to two per

cent. (2%) of the Price (and in the same currency as the Price) for each week (or part thereof) that

delivery of the Supplies is delayed beyond the corresponding Delivery Date (the "Delay

Liquidated Damages"). The Parties agree that the Delay Liquidated Damages represent an agreed

genuine pre-estimate of the losses likely to be suffered by the Buyer as a result of such delay and

are not a penalty.

11.5 The Vendor's maximum liability in respect of Delay Liquidated Damages shall not exceed ten per

cent. (10%) of the Price.

12. PASSING OF TITLE AND RISK

12.1 Title to the Supplies shall transfer to the Buyer, free from any Encumbrances upon the earlier of:

(a) the time of delivery of such Supplies to the Delivery Point;

(b) the time when the Vendor receives payment in respect of such Supplies; and

(c) the time of Acceptance of such Supplies.

12.2 The Vendor shall:

(a) ensure that all Supplies shall be set aside and clearly marked as the Buyer's property in

accordance with the Buyer's instructions; and

(b) establish to the satisfaction of the Buyer that title to the Supplies has passed to the Buyer

in accordance with Clause 12.1.

12.3 The Buyer may withhold any payment otherwise due to the Vendor under the Purchase Agreement

until such Supplies have been set aside and marked in accordance with Clause 12.2(a)

12.4 Risk of damage or loss in respect of any or all of the Supplies shall transfer from the Vendor to the

Buyer in accordance with the relevant Incoterm specified in the PO (provided that if no Incoterm

is specified in the PO, risk shall transfer to the Buyer upon Acceptance of the relevant Supplies).

The Vendor shall take full responsibility for the care of the Supplies prior to the point at which risk

transfers to the Buyer in accordance with this Clause 12.4.

12.5 If any loss or damage happens to the Supplies during the period when the Vendor is responsible for

them pursuant to Clause 12.4, the Vendor shall rectify the loss or damage at the Vendor's own risk

and cost, so that the Supplies conform to the requirements of the Purchase Agreement.

13. ACCEPTANCE

13.1 Following delivery of the Supplies to the Delivery Point, the Vendor may apply to the Buyer for

an Acceptance Certificate.

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13.2 The Buyer shall, within thirty (30) Business Days (or such longer period as may be agreed between

the Parties) of receiving the Vendor's application under Clause 13.1, notify the Vendor that either:

(a) the Supplies are Accepted and stating the date on which the Supplies achieved Acceptance

(in which case, such notice shall constitute an "Acceptance Certificate"); or

(b) the Supplies fail to comply with the Purchase Agreement and are rejected.

13.3 Without prejudice to Clauses 3.4 and 8.1, if the Buyer determines that the Supplies do not comply

with the requirements of the Purchase Agreement under Clause 13.2(b), the Vendor shall promptly,

and at its sole cost and risk and to the satisfaction of the Buyer and without prejudice to any other

remedies hereunder to which the Buyer is entitled (including Delay Liquidated Damages and its

rights under Clause 22), repair or replace (as directed by the Buyer) the rejected Supplies and take

all other necessary steps to ensure that the Supplies comply with the requirements of the Purchase

Agreement and the procedure in Clause 13.2 shall be repeated.

13.4 For the avoidance of doubt, the Vendor shall bear the cost of insurance, freight and any other

charges, fees and duties for repairing or replacing the Supplies, including all expenses and charges

required to return, uninstall and re-install the rejected Supplies. If the Vendor fails to commence or

diligently proceed within what the Buyer considers to be a reasonable time after receipt of such

notice, the Buyer may itself repair or replace (or engage others to repair or replace) the relevant

Supplies and shall be entitled to recover as a debt from the Vendor (including by way of set-off

against amounts otherwise due or that will become due to the Vendor) its costs incurred or amounts

paid or payable to such others in connection with such repair or replacement.

13.5 Any Acceptance by the Buyer of any Supplies shall not relieve the Vendor of its obligations under

the Purchase Agreement.

14. REPRESENTATIONS AND WARRANTIES

14.1 The Vendor represents and warrants to the Buyer that:

(a) it is duly incorporated and validly existing and has full capacity and authority to enter into

the Purchase Agreement and that it has all necessary Consents as may be required of it and

its Personnel for the performance of its obligations under the Purchase Agreement; and

(b) it holds good title to the Supplies and that the Supplies will be delivered to the Buyer free

from any Encumbrances.

15. COMPLIANCE WITH LAWS AND ETHICS

15.1 Without prejudice to Clause 3.1, the Vendor undertakes:

(a) to procure the Consents (if any) required for the performance of its obligations under the

Purchase Agreement;

(b) to ensure that the performance of its obligations under the Purchase Agreement does not

put the Buyer in breach of any applicable laws or Consents;

(c) to provide a safe and healthy workplace for its Personnel, and to protect the environment

in carrying out all of its activities;

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(d) to comply with, and undertakes to procure that its Personnel shall comply with, the

SIPCHEM ethics policies available at https://www.sipchem.com/en/supplier-

relationship/code-of-conduct, as may be updated from time to time; and

(e) not to (and shall procure that its Personnel engaged in connection with the manufacture

and delivery of the Supplies do not) pay, promise to pay or authorize the payment of any

money or anything of value to any person or entity for the purpose of inducing a decision

or obtaining or retaining business or any advantage in connection with the Purchase

Agreement.

15.2 The Vendor shall, and shall procure that its Personnel shall, comply with all applicable laws relating

to anti-corruption, anti-money laundering or anti-bribery, including:

(a) the Combating Bribery Law (CBL), Royal Decree No. M/36, dated 29/12/1412AH

corresponding to 30 June 1992 G;

(b) the Civil Service Law, Royal Decree No. M/49, dated 10/7/1397AH corresponding to 26

June 1977 G;

(c) the National Strategy for Protecting Honesty and Combating Corruption, Council of

Ministers Resolution No. 43, dated 1/2/1428AH corresponding to 19 February 2007 G;

(d) the Organization for Economic Co-operation and Development "Convention on Combating

Bribery of Foreign Public Officials in International Business Transactions";

(e) the U.S. Foreign Corrupt Practices Act, as amended, (FCPA) (15 U.S.C. §§78dd-1, et.

seq.); and

(f) the UK Bribery Act 2010.

16. LOCAL CONTENT

In cases where products or services required for the performance of the Vendor's obligations under

the Purchase Agreement are available from both Saudi Arabian and non-Saudi Arabian suppliers,

the Vendor shall (and shall procure that its Personnel shall) use all reasonable endeavours to ensure

the participation of such Saudi Arabian suppliers in the bidding or contracting process. If the

products or services of such Saudi Arabian suppliers are reasonably equivalent in cost, quality and

delivery time to the non-Saudi Arabian suppliers' products or services such that their selection

would not cause the Vendor to be in breach of its obligations under the Purchase Agreement, the

Vendor (or its Personnel) shall acquire such products or services from the Saudi Arabian suppliers.

17. CONFLICT OF INTERESTS AND VENDOR’S PERSONNEL

17.1 The Vendor shall promptly notify the Buyer if any of the Buyer's personnel obtains any interest

(whether directly or indirectly) by way of shareholding, partnership or any other form of association

in the Vendor, its affiliates or any of its sub-contractors.

17.2 Notwithstanding anything set out in the Purchase Agreement, the Vendor shall be responsible for

the acts, omissions or defaults of its Personnel as if they were the acts, omissions or defaults of the

Vendor.

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18. CONFIDENTIALITY

18.1 During the term of the Purchase Agreement, and after termination or expiration of the Purchase

Agreement for any reason, the Vendor:

(a) shall not use Confidential Information for a purpose other than the performance of its

obligations under the Purchase Agreement;

(b) shall not disclose Confidential Information to any third party except with the prior written

consent of the Buyer or in accordance with Clauses 18.2 or 18.3; and

(c) shall make every effort to prevent the use or disclosure of Confidential Information.

18.2 During the term of the Purchase Agreement, the Vendor may disclose Confidential Information:

(a) to its Personnel (a "Recipient") to the extent that disclosure is necessary to fulfil its

obligations under the Purchase Agreement, provided that the Vendor shall ensure that each

Recipient is made aware of and complies with the Vendor's obligations of confidentiality

under the Purchase Agreement as if the Recipient was a party to the Purchase Agreement;

(b) to the extent required by judicial or administrative process or otherwise in accordance with

applicable law or the rules of any recognised stock exchange applicable to the Vendor; or

(c) to its legal, financial, technical or insurance advisors, provided that prior to making such

disclosure, the Vendor obtains an appropriate confidentiality undertaking from the

person(s) to whom the Confidential Information is to be disclosed.

18.3 The obligations contained in Clauses 18.1 and 18.2 shall not apply to Confidential Information

which:

(a) is at the Effective Date, or at any time after the Effective Date becomes, publicly known

other than through breach of the Purchase Agreement by the Vendor or any Recipient; or

(b) can be shown by the Vendor to the Buyer's satisfaction to have been known by the Vendor

independently.

18.4 The Vendor acknowledges that a breach of this Clause 18 may cause the Buyer, SIPCHEM and/or

the SIPCHEM Affiliates to suffer irreparable damage and that monetary damages would not be an

adequate remedy for any such breach. In the event of a breach or threatened breach by the Vendor

or any Recipient of this Clause 18, the Buyer shall be entitled to seek equitable relief, including

specific performance and injunctive relief in any court of competent jurisdiction restraining the

Vendor and/or any Recipient from breaching the terms hereof or from disclosing any Confidential

Information to any person. Nothing contained herein shall be construed as prohibiting the Buyer

from taking any further actions against the Vendor or any Recipient.

18.5 The obligations under this Clause 18 shall survive the expiration or termination of the Purchase

Agreement.

19. INTELLECTUAL PROPERTY

19.1 The following defined terms are used in this Clause 19:

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"SIPCHEM IP" shall mean all Intellectual Property Rights that are owned by the Buyer,

SIPCHEM and/or any of the SIPCHEM Affiliates, and/or their relevant licensors and that the Buyer

makes available to the Vendor in the course of carrying out the Purchase Agreement, including

those contained, embedded, processed, transformed, and/or otherwise used in the Supplies.

"Vendor IP" shall mean all Intellectual Property Rights that are solely owned by the Vendor, its

affiliates, and/or their relevant licensors, and that the Vendor makes available to the Buyer or

otherwise uses in the course of carrying out the Purchase Agreement, including those contained,

embedded, processed, transformed and/or otherwise used in the Supplies, but in each case

excluding the Work Product.

"Work Product" shall mean all Intellectual Property Rights arising after the Effective Date and

developed by the Vendor (or its Personnel) either independently or jointly with the Buyer,

SIPCHEM, and/or any of the SIPCHEM Affiliates, solely in connection with the Purchase

Agreement.

19.2 The Parties agree that:

(a) the SIPCHEM IP shall remain the property of the Buyer, SIPCHEM and/or any of the

SIPCHEM Affiliates, and/or their relevant licensors;

(b) the Vendor IP shall remain the property of the Vendor, its affiliates, and/or their relevant

licensors; and

(c) the Work Product shall become the property of the Buyer from the date of its creation and

the Vendor shall (and where applicable, shall procure that its Personnel shall) at its own

cost do all such acts and execute any documents necessary to give effect to this Clause

19.2(c).

19.3 The Vendor hereby grants to the Buyer, SIPCHEM and the SIPCHEM Affiliates an irrevocable,

non-exclusive, transferable, royalty-free, worldwide license (with the ability to sub-license) to use

any Vendor IP. The Buyer hereby grants to the Vendor an irrevocable, non-exclusive transferable,

royalty-free, worldwide licence to use the Work Product for the purpose of performing the Vendor's

obligations in connection with the Purchase Agreement.

19.4 The Vendor represents and warrants that the provision of the Supplies by the Vendor and the use

of the Supplies and Work Product by the Buyer, SIPCHEM, the SIPCHEM Affiliates, and their

relevant directors, employees and agents will not in any way infringe or contribute to the

infringement of any third party Intellectual Property Rights.

19.5 The Vendor shall indemnify and hold harmless the Buyer, SIPCHEM, the SIPCHEM Affiliates,

and their relevant directors, employees and agents against any and all damages, liabilities, claims,

suits, action, demands, costs and expenses (including legal costs) brought in any jurisdiction against

the Buyer, SIPCHEM, any SIPCHEM Affiliate and/or their relevant directors, employees and

agents alleging an infringement or misappropriation of any Intellectual Property Rights relating to

the Supplies or the Work Product. The indemnity under this Clause 19.5 shall not apply to the

extent that the liability, claim, suit, action or demand is based on: (i) the interconnection or

combination of the Supplies or the Work Product (as applicable) with equipment or material

(including software) not supplied by the Vendor; (ii) modification of the Supplies or Work Product

(as applicable) by the Buyer without the Vendor's prior written consent; or (iii) use of the Supplies

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or the Work Product (as applicable) in violation of the written specification or instructions provided

by the Vendor to the Buyer before such use.

19.6 If the Buyer is entitled to be indemnified under Clause 19.5, the Vendor may (at its cost) control

fully the defence and any settlement of any such demands, claims or actions as long as:

(a) such defence or settlement shall not include a financial obligation on the Buyer, SIPCHEM,

any SIPCHEM Affiliate, and their relevant directors, employees and agents; and

(b) the defence and any negotiations for a settlement shall be conducted in a manner that does

not bring the Buyer's, SIPCHEM's or any SIPCHEM Affiliate's name into disrepute.

In the event the Buyer does not give full control of the defence or settlement to the Vendor in

accordance with this Clause 19.6 then the Buyer waives its entitlement to be indemnified pursuant

to Clause 19.5. Such waiver shall not apply where, upon being requested to do so by the Buyer, the

Vendor fails or declines to take over the conduct of the defence and any settlement of any such

demands, claims or actions. The Buyer shall, at the Vendor's cost, cooperate fully in the defence of

such demands, claims or actions and may, at its own expense, appear through counsel.

19.7 If any claim alleging an infringement or misappropriation of any Intellectual Property Rights

relating to the Supplies or the Work Product is upheld or is accepted by the Vendor, the Vendor

shall promptly at its sole cost and risk either:

(a) obtain for the Buyer, SIPCHEM and the SIPCHEM Affiliates the right to use or continue

using the relevant part of the Supplies or Work Product (as applicable); or

(b) deliver replacement Supplies or Work Product (as applicable) of equal quality and utility

to the Buyer, SIPCHEM and the SIPCHEM Affiliates, that do not constitute an

infringement of any third party Intellectual Property Rights.

19.8 This Clause 19 shall survive the expiration or termination of the Purchase Agreement.

20. LIABILITIES AND INDEMNITY

20.1 The Vendor hereby waives all rights against and agrees to indemnify the Buyer, SIPCHEM, the S

SIPCHEM Affiliates, and their relevant directors, employees and agents from and against any and

all damages, liabilities, claims, suits, action, demands, costs and expenses (including legal costs)

made against or suffered by the Buyer, SIPCHEM, any SIPCHEM Affiliate, and/or their relevant

directors, employees and/or agents in respect of any death, illness, personal injury or damage to

property arising out of or in connection with any breach of contract, negligence or wilful

misconduct of the Vendor or its Personnel, except to the extent caused by the gross negligence or

wilful misconduct of the Buyer, SIPCHEM, any SIPCHEM Affiliate, and/or their relevant

directors, employees and/or agents.

20.2 Neither Party shall be liable to the other Party whether pursuant to any provision of the Purchase

Agreement (including any indemnity), by way of damages for breach of contract, in tort, for breach

of statutory duty, equity, or under any other legal theory, for any loss of profit or revenue, loss of

use of equipment or associated equipment, loss of production or down time costs, loss of

opportunity, loss of contract or loss of goodwill or other pure economic loss suffered by such other

Party, provided always that this Clause 20.2 shall not prevent, limit or exclude:

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(a) recovery of any advance payment in accordance with the terms of the Purchase Agreement;

(b) any liabilities for such losses or costs where these form part of the pre estimated losses for

the purposes of calculation of Delay Liquidated Damages;

(c) liability in the case of fraud, fraudulent misrepresentation, gross negligence, or wilful

misconduct;

(d) any liabilities to the extent corresponding payments are received or are to be subsequently

received pursuant to any of the insurance policies required to be taken out under the

Purchase Agreement (or where such amounts would be paid or payable but for any vitiating

act or omission of the Vendor which entitles insurers to avoid such payment);

(e) any liabilities for such losses or costs which would otherwise be recoverable pursuant to

the indemnities set out in the Purchase Agreement;

(f) any liability of the Vendor arising as a result of a breach of Clauses 15.1(e) or 15.2 or any

other breach of applicable law; and

(g) any liability of the Vendor under Clauses 3.4, 6.4 or 13.4.

20.3 Except to the extent the Buyer has recovered the same pursuant to any insurance policy, if any

equipment, machinery, products, materials and/or tools provided by the Buyer for use in connection

with the performance of the Vendor's obligations under the Purchase Agreement suffers loss or

damage whilst in the care or custody of the Vendor, the Vendor shall reimburse the Buyer for the

full replacement value of the same.

21. FORCE MAJEURE

21.1 Subject to Clauses 21.2 to 21.7 (inclusive), neither Party shall be liable for non-performance or late

performance of any obligation under the Purchase Agreement to the extent that the relevant Party's

performance of such obligation is prevented by an event of Force Majeure.

21.2 For the purpose hereof "Force Majeure" shall mean an event or circumstance set out in Clauses

21.2(a) to (c) (inclusive) occurring or continuing after the Effective Date and which is beyond the

reasonable control of the affected Party, acting prudently and reasonably, and without the fault or

negligence of the affected Party, that directly prevents or delays the performance of such Party’s

obligations under the Purchase Agreement. The events of Force Majeure are:

(a) flood, fire, storm, lightning, tsunami, cyclone, hurricane, typhoon, tornado, earthquake,

epidemic or other natural disasters or acts of Allah;

(b) acts of war or insurrection, such as declared or undeclared war, invasion, acts of foreign

enemies, civil war, uprising, guerilla activity, riot, acts of terrorism, or any other hostilities;

and

(c) strikes or lockouts of widespread application and which are not localized to the Vendor

and/or its Personnel;

but, for the avoidance of doubt, shall not include:

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(i) any inadequacy of funds or financing;

(ii) any event to the extent that the event is caused or contributed to by an act or

omission of the Party relying on it or persons for whom that Party is responsible

(including, in the case of the Vendor, any of its Personnel); or

(iii) government action, including the coming into effect, amendment of or

enforcement of any laws, rules, regulations, directives or orders promulgated by

any governmental authority or body having, or claiming to have, jurisdiction over

the Parties or the operations hereunder after the Effective Date as well as

government inaction, such as failure or delay in granting import licenses or other

government permits or authorizations required to perform the activities

contemplated hereby.

21.3 In the event that a Party is unable to perform its obligations under the Purchase Agreement due to

a Force Majeure event, it shall, not later than five (5) Business Days after becoming aware of such

occurrence, notify the other Party in writing of:

(a) the full detail, nature and anticipated duration and effect of the Force Majeure event;

(b) the effect of the Force Majeure event on that Party's performance of its obligations under

the Purchase Agreement; and

(c) the actions to be taken to mitigate the effects of such Force Majeure event,

and the other Party shall (acting reasonably) confirm as soon as practicable whether or not it

approves or rejects such notice.

21.4 If either:

(a) the affected Party does not deliver a notice in accordance with Clause 21.3; or

(b) the other Party to whom a notice is served in accordance with Clause 21.3 has rejected such

notice,

then, subject to Clause 21.5 below, the affected Party shall not be entitled to invoke the relief

granted under Clause 21.1 in respect of such Force Majeure event.

21.5 If the affected Party has delivered a notice in accordance with Clause 21.3 above and either

(a) the other Party has approved such notice; or

(b) the other Party has rejected such notice and it is subsequently determined pursuant to

Clause 26 below that such rejection was unreasonable,

the affected Party shall be entitled to the relief granted under Clause 21.1 in respect of such Force

Majeure event from the date on which it first served a notice that complies with Clause 21.3.

21.6 The Party which is unable to perform its obligations under the Purchase Agreement due to a Force

Majeure event shall use its best efforts to mitigate the effect of such event on its performance under

the Purchase Agreement.

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21.7 Where the period of delay in the performance of a Party’s obligation under the Purchase Agreement

due to any Force Majeure event(s) exceeds three (3) consecutive months, the Buyer shall be entitled

in its sole discretion to immediately terminate the Purchase Agreement by giving written notice to

the Vendor.

22. BREACH AND TERMINATION

22.1 If the Vendor commits any breach of the Purchase Agreement, the Buyer shall (upon becoming

aware of the breach) be entitled to give the Vendor written notice to remedy such breach within a

period of ten (10) Business Days of the date of the notice given by the Buyer (or such longer period

agreed between the Parties).

22.2 The Buyer has the right to terminate any Purchase Agreement with immediate effect by giving

written notice to the Vendor:

(a) if the Vendor fails to comply with a notice given by the Buyer under Clause 22.1 above;

(b) if the Vendor becomes insolvent, bankrupt, appoints a provisional liquidator or liquidator

or enters into liquidation whether compulsory or voluntary (except in the case of a

voluntary winding up solely for the purposes of restructuring or amalgamation) or suffers

the appointment of a receiver, officeholder or administrative receiver over any of its

property or assets or makes or agrees to any compromise, arrangement or moratorium with

its creditors or is deemed unable to pay its debts or becomes the subject of administration

proceedings or a petition seeking an administration order or the occurrence of any

analogous event with respect to the Vendor under any jurisdiction;

(c) if the Vendor abandons performance of the Purchase Agreement;

(d) if the Vendor is in breach of Clause 15.1(d), 15.1(e) or 15.2;

(e) if the Vendor reaches any limit on its liability specified in the Purchase Agreement; or

(f) pursuant to Clause 21.7.

22.3 The Buyer may terminate any Purchase Agreement for its convenience at any time and for any

reason by giving the Vendor no less than twenty (20) Business Days prior written notice.

22.4 In the event of termination of the Purchase Agreement (howsoever arising), the Vendor shall

promptly:

(a) refund to the Buyer the amount of any advance payment made which has not been repaid

by the Vendor in accordance with the Purchase Agreement;

(b) deliver to the Buyer, upon request, all work in progress relating to the Supplies (in any state

of completion) and (subject to Clause 18) Confidential Information that are in the

possession or control of the Vendor or its Personnel;

(c) deliver to the Buyer any and all equipment or other property of any nature or kind of the

Buyer, SIPCHEM or SIPCHEM Affiliates that are in the possession or control of the

Vendor or its Personnel; and

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(d) remove any of the Vendor's or its Personnel's equipment, materials or property from the

premises of the Buyer, SIPCHEM or SIPCHEM Affiliates.

22.5 Except as expressly set forth in the Purchase Agreement, in the event of termination of the Purchase

Agreement, the Vendor shall not be entitled to claim compensation or damages of any kind, other

than the Price for any Supplies that have been delivered and Accepted prior to the date of

termination for which the Vendor has not already received payment.

22.6 In the event of termination pursuant to Clause 22.3 only, the Buyer shall pay the Vendor, in full

and final settlement of all claims and expenses arising as a result of such termination, a sum equal

to:

(a) the amount due under the Purchase Agreement for such Supplies that have been delivered

and Accepted prior to the date of termination and for which the Vendor has not already

received payment; and

(b) its direct reasonable demobilisation costs, less

(c) the amount of any advance payment made which has not been repaid by the Vendor in

accordance with the Purchase Agreement.

The Vendor shall use its reasonable endeavours to mitigate any costs and expenses payable

pursuant to this Clause 22.6.

22.7 Any payments due to the Vendor under Clause 22.6 shall be made only after submission to the

Buyer of detailed invoices in respect of the amount claimed, together with such supporting

documentation as the Buyer may reasonably request to substantiate such invoices.

22.8 Termination or expiry of the Purchase Agreement shall be without prejudice to any accrued rights

and obligations of the Parties under the Purchase Agreement as at the date of termination or expiry.

23. ACCOUNTS AND RECORDS AND AUDIT

The Vendor shall maintain and keep (and shall procure that its Personnel maintain and keep) proper

accounts and records in respect of the Purchase Agreement and the Supplies in accordance with

generally accepted accounting practices for the duration of the period from the Effective Date until

the expiry of three (3) years after Acceptance of all the Supplies under the Purchase Agreement.

Throughout this period and with reasonable prior notice to the Vendor, the Buyer shall have the

right to inspect such accounts and records and to audit them in respect of the Purchase Agreement

and the Supplies (including for the purposes of verifying the Vendor's compliance with Clause 15).

If an audit shows any error(s) in the Vendor’s invoices and/or payments, appropriate adjustments

in payments still due from the Buyer will be made by the Buyer, and any repayment by the Vendor

of the excess payment shall be made by the Vendor to the Buyer within ten (10) Business Days of

either the agreement of the Parties regarding such error or the final dispute resolution on such matter

pursuant to Clause 26.

24. MISCELLANEOUS

24.1 The Purchase Agreement constitutes the entire agreement between the Parties with respect to the

subject matter of the Purchase Agreement and supersedes all prior arrangements, representations,

communications, negotiations, agreements and contracts (whether written or oral) made between

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or entered into by the Parties with respect thereto prior to the date of the Purchase Agreement.

Except where expressly incorporated by reference, no terms shall be implied into the Purchase

Agreement. The Buyer will not be bound by any standard or printed terms presented by the Vendor

in any quotation or other document, unless expressly incorporated in the Purchase Agreement. The

Parties acknowledge that:

(a) neither Party has entered into the Purchase Agreement in reliance upon any representation,

warranty or undertaking of any Party which is not expressly set out or referred to in the

Purchase Agreement;

(b) neither Party shall have any remedy in respect of misrepresentation or untrue statement

made by the other Party which is not contained in the Purchase Agreement; and

(c) this provision shall not exclude any liability for, or remedy in respect of, fraud or fraudulent

misrepresentation.

24.2 Where the Vendor consists of more than one person, the rights, liabilities and obligations of the

parties comprising the Vendor under the Purchase Agreement shall be joint and several.

24.3 The Vendor is an independent contractor and nothing in the Purchase Agreement shall be construed

as creating a partnership, joint venture, or agency relationship between the Parties. Nothing in the

Purchase Agreement shall be interpreted or construed as creating or establishing the relationship of

employer and employee between the Buyer, SIPCHEM or any SIPCHEM Affiliate and the Vendor

or any Personnel of the Vendor.

24.4 If, at any time, one or more provisions of the Purchase Agreement is or becomes illegal, invalid or

unenforceable in any respect under the law of any applicable jurisdiction, neither the legality,

validity or enforceability of the remaining provisions nor the legality, validity or enforceability of

such provision under the law of any other applicable jurisdiction shall in any way be affected or

impaired thereby. The Parties shall endeavour to replace the illegal, invalid or unenforceable

provision with a new provision that reflects and is as closely related to the original intention of the

Parties.

24.5 No failure or delay by a Party to exercise any right or remedy provided under the Purchase

Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it

prevent or restrict the further exercise of that or any other right or remedy. No single or partial

exercise of such right or remedy shall prevent or restrict the further exercise of that or any other

right or remedy.

24.6 The Vendor shall not be entitled to sub-contract, transfer and/or assign any of its obligations under

the Purchase Agreement, without the prior written consent of the Buyer. In the event that the

Vendor does so assign, transfer or sub-contract without the prior written consent of the Buyer, such

act shall be void. If the Buyer consents to such sub-contracting, transfer or assignment, the Vendor

shall be responsible for the acts, omissions or defaults of its subcontractors, transferees or assigns

as if they were the acts, omissions or defaults of the Vendor.

24.7 No modification of the Purchase Agreement shall be effective between Parties unless it is a written

amendment, expressly stated as such, and signed by both Parties.

24.8 The Vendor agrees that no acknowledgment or other information concerning the Purchase

Agreement or the Supplies, or the Buyer, SIPCHEM or any SIPCHEM Affiliate (including their

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respective projects, businesses or affairs) provided or acquired hereunder will be announced or

made public by the Vendor without the prior written agreement of the Buyer. Furthermore, neither

the Vendor nor its agents shall use or publish any of the Buyer's, SIPCHEM’s or SIPCHEM

Affiliates’ name, photographs, logo, trademarks, or other identifying characteristics in any

marketing, public relations or similar publications without the Buyer's prior written approval.

24.9 Those provisions of the Purchase Agreement which by their nature are intended to survive the

termination, cancellation, completion or expiration of the Purchase Agreement shall continue as

valid and enforceable rights or obligations, notwithstanding any such termination, cancellation,

completion or expiration.

25. NOTICES

25.1 Any notice or other communication to be given under the Purchase Agreement in connection with:

(a) the issuance and acceptance of POs;

(b) any amendments to a PO (including pursuant to Clause 4); and

(c) the issuance of invoices,

shall be in writing and signed by or on behalf of the Party giving it and may be served by sending

it by fax, electronic mail, delivering it by hand or sending it by courier to the address and for the

attention of the relevant Party set out in the PO (or as otherwise notified from time to time under

the Purchase Agreement).

25.2 Any notice served by fax, electronic mail, hand, or courier shall be deemed to have been received:

(a) in the case of delivery by hand, when delivered;

(b) in the case of fax twelve (12) hours after the time of confirmation of dispatch;

(c) in the case of courier, when delivered; or

(a) in the case of electronic mail, when received in readable form.

Where, in the case of delivery by hand, electronic mail, fax, or courier, such delivery, transmission

or receipt occurs after 4:00pm on a Business Day or at any time on a day which is not a Business

Day, receipt shall be deemed to occur at 9:00am on the next Business Day.

26. APPLICABLE LAW AND JURISDICTION, DISPUTE RESOLUTION

26.1 The Purchase Agreement shall be governed by and construed in accordance with the laws and

regulations of the Kingdom.

If at any time any question or dispute arises between the Parties in connection with or as a result of

the provisions of the Purchase Agreement, either Party shall give notice to the other in writing of

such question or dispute specifying its nature, and if the same is not amicably resolved within sixty

(60) calendar days from the date of such notice or such later date as may be agreed by the Parties,

then such question or dispute shall be referred to and finally settled by the competent courts of the

Kingdom. Each Party agrees that the Saudi Arabian courts shall have exclusive jurisdiction to hear

or otherwise decide such question or dispute.