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CONTENTS 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. 13. 14. 15. 16. 17. 18. 19. 20. 21. 22. 23. 24. 25. 26. 27. 28. 29. 30. 31. 32. PURPOSE DEFINITIONS GENERAL REPRESENTATIONS OF SUBCONTRACTOR SUBCONTRACT DOCUMENTS ISSUE OF DOCUMENTS REGULATIONS INSURANCE AND INDEMNITIES SITE CONDITIONS SUBCONTRACTORS SUPPLY ASSIGNMENT AND SUBCONTRACTING SITE ORGANISATION TIME SCHEDULE AND PROGRESS PROGRESS MEASUREMENT AND PAYMENT VARIATIONS SUBCONTRACT FOLLOW UP AUDIT/ACCOUNTS AND CLOSE-OUT WORK CONFORMITY CHECKS TITLE AND TRANSFER COMPLETION OF THE WORK OBLIGATIONS AND WARRANTIES FINAL ACCEPTANCE OF THE WORK PAYMENT INCREASE OR DECREASE IN THE AMOUNT OF MAIN WORK FORCE MAJEURE SUSPENSION OF THE WORK SUBSTITUTION OF DEFAULTING SUBCONTRACTOR TERMINATION GOVERNING LAW - SETTLEMENT OF DISPUTES NO RECOURSE SUBCONTRACT LANGUAGE - NOTICES NO WAIVER INDEPENDENT SUBCONTRACTOR CONFLICT OF INTEREST

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1.

PURPOSE The General Terms and Conditions of Subcontract define the rights and obligations of the PARTIES under the SUBCONTRACT. Exceptions to these General Terms and Conditions may be agreed provided they are expressly stated in the Particular Terms and Conditions of Subcontract. Such exceptions shall apply exclusively to this SUBCONTRACT and SUBCONTRACTOR shall not take advantage or benefit of them for other subcontracts.

2.

DEFINITIONS All terms used in capital letters in the SUBCONTRACT are defined in the Subcontract Form of Agreement or hereafter. Further words and/or expressions may be defined in this SUBCONTRACT and shall then be written in capital letters. Headings and titles in these conditions are inserted for convenience of reference only and shall not be taken into consideration for the interpretation or execution of the SUBCONTRACT. Words in the singular in these conditions shall be understood in the plural, and vice versa when required for the interpretation of the SUBCONTRACT.

2.1 2.2 2.3 2.4

APPROVED or APPROVAL means approved or approval in writing, and includes subsequent confirmation in writing of any oral provisional approval. CLIENT means the natural person (s) or legal entity/entities or group (s) of companies for which the PLANT is constructed. CONTRACT means the contract awarded by the CLIENT to CONTRACTOR for the design, procurement and construction of the PLANT. CONSTRUCTION AIDS means all tools, vehicles, construction equipment, consumables, field office equipment, temporary facilities and labour which are required for the performance of the WORK but which are not intended to become a permanent part of the PLANT. CONTRACTOR means the natural person (s) or legal entity/entities or group (s) of companies entrusted by the CLIENT under a separate contract with the design, procurement and construction of the PLANT. CONTRACTORs EQUIPMENT and MATERIAL means the whole of part of any apparatus, supplies, equipment, machinery and materials of any other kind (including spare parts) made available by CONTRACTOR for use by the SUBCONTRACTOR in the execution of the WORK and intended to become a permanent part of the PLANT. DAY is a Gregorian calendar day. DOCUMENTATION means all documentation required for the complete performance of the WORK or the construction of the PLANT including without limitation CONTRACTOR supplied documents, "as-built" drawings and related up-dated specifications, descriptive and operating manuals, maintenance manuals, health, safety and environmental instructions, certificates of inspection, necessary information to identify spare parts and any other document supplied to or to be supplied by SUBCONTRACTOR under the SUBCONTRACT. EFFECTIVE DATE means the date mentioned in the Subcontract Form of Agreement. EQUIPMENT means the whole or part of the equipment intended to become part of the PLANT (including spare parts).

2.5 2.6

2.7 2.8

2.9 2.10

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2.11 2.12 2.13 2.14 2.15

The MAIN WORK means the works, services and supply to be performed and supplied by SUBCONTRACTOR to satisfy its obligations under the SUBCONTRACT. MATERIAL means things of all kinds other than EQUIPMENT intended to become part of the PLANT. PLANT means all the permanent installations to be constructed for the CLIENT and will include the WORK. SITE means the site(s) reserved for the layout and construction of the PLANT and temporary works and facilities including accommodation and medical facilities required for the performance of the WORK. SITE MANAGER means CONTRACTOR's representative who directs all the operations of SUBCONTRACTOR and other subcontractors involved in the construction and start-up of the PLANT. SITE MANAGER may delegate either temporarily or permanently some of his powers to other CONTRACTOR's representatives. SITE MANAGER and his appointees form the SITE MANAGEMENT.

2.16 2.17

SUBCONTRACT PRICE means the sum payable to SUBCONTRACTOR by CONTRACTOR as per the provisions of the SUBCONTRACT for execution of the WORK. SUBCONTRACT SCHEDULE means the schedule of activities submitted by SUBCONTRACTOR described in Article 12 as APPROVED by CONTRACTOR and in accordance with the milestone dates set out in the Time Schedule Exhibit. SUBCONTRACTOR means the natural person (s) or legal entity/entities or group (s) of companies entrusted by the CONTRACTOR to perform the WORK. SUBCONTRACTORs EQUIPMENT and MATERIAL means the whole or part of any apparatus, supplies, equipment, machinery and materials of any other kind (including spare parts) supplied by SUBCONTRACTOR as part of the WORK which are to become a permanent part of the PLANT. It is understood that SUBCONTRACTORs EQUIPMENT and MATERIAL are all EQUIPMENT and MATERIAL required for the construction of the PLANT except for CONTRACTORs EQUIPMENT and MATERIAL. SUPPLY means all the EQUIPMENT, MATERIALS, and CONSTRUCTION AIDS which are required for the completion of the WORK. VARIATION means any change to the MAIN WORK ordered in writing by CONTRACTOR pursuant to Article 14. WARRANTY PERIOD means the period specified in Article 19.3. The WORK means all the works and services to be performed by, together with all SUPPLY and other things to be provided by SUBCONTRACTOR under the SUBCONTRACT including all plant, labour, material, tools, supplies, equipment, transportation, supervision, services necessary or associated thereto and generally all things, whether of a permanent or temporary nature, which SUBCONTRACTOR is required to execute as specified in, or to be inferred from the SUBCONTRACT, with the exception only of such things which have been specifically stated in the SUBCONTRACT to be not included in the WORK as being supplied and / or performed by others. The WORK is the addition of the MAIN WORK and VARIATIONS.

2.18 2.19

2.20 2.21 2.22 2.23

2.24

WORKSITE means the SITE and without limitation any facilities where part of the WORK is executed within or outside the country where the SITE is located.

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3.

GENERAL REPRESENTATIONS OF SUBCONTRACTOR In addition to SUBCONTRACTOR's obligations and undertakings under the SUBCONTRACT: SUBCONTRACTOR represents it is highly competent and will be fully responsible for the performance of the WORK. It undertakes to act with all the initiative and promptitude required for the proper performance of the WORK. SUBCONTRACTOR represents that it has a thorough experience and knowledge of the nature of the industrial facilities and of the SITE conditions and all other conditions, in particular those emanating from the SITE rules and regulations issued by the CLIENT, related to the project and to its execution that SUBCONTRACTOR acknowledge to be fully aware of. SUBCONTRACTOR represents it has satisfied itself prior to the signature of the SUBCONTRACT and is fully aware of the conditions and circumstances affecting the SUBCONTRACT PRICE and the SUBCONTRACT time schedule, as to the possibility of executing the WORK as shown and described in the SUBCONTRACT, as to the general circumstances prevailing in the country where the SITE is located and at the SITE itself, the labour market and transportation facilities prevailing in the country where the SITE is located, the nature and state of assembly upon arrival on the SITE of EQUIPMENT and the MATERIALS necessary for the completion of the WORK, their technical difficulty and the level of labour and technical resources required for their execution and the means of access to the SITE, the accommodation it may require, and as to the seasonal and meteorological conditions and the climate prevailing in the country where the SITE is located and upon the SITE and in general acknowledge having itself obtained all necessary information as to risks, contingencies and other circumstances which may influence or affect the execution of the WORK. SUBCONTRACTOR shall be deemed to have examined the SITE and to be fully informed regarding all conditions such as but not limited to, the nature of the soil and subsoil, environment, climatic conditions, transport and access, approach to storage, fabrication and sandblasting areas, locations allocated to him for its SITE facilities, water, power and sewer connections. SUBCONTRACTOR shall accept any constraints due to the normal use of public or private systems existing on SITE including the presence, maintaining or relocating of pipes and cables of all types, etc. SUBCONTRACTOR is fully aware of all the SITE conditions and recognises that other subcontractors will be working simultaneously with it on the SITE. SUBCONTRACTOR shall thus take all necessary steps to avoid causing any unnecessary / undue restraint to other subcontractors, and accepts all consequences of any restraints to the WORK caused by other subcontractors. SUBCONTRACTOR shall not be entitled to request for a VARIATION in this respect. SUBCONTRACTOR shall be responsible for reviewing information howsoever given or obtained, and shall not be entitled to any VARIATION except as otherwise expressly provided under the SUBCONTRACT. SUBCONTRACTOR has taken all necessary measures to ascertain that the information in its possession allows it to perfectly define the SUBCONTRACT PRICE, except as otherwise provided for under Article 14, and particularly has fully considered that the said information only reflects the situation as known at the date of award of SUBCONTRACT and that SUBCONTRACTOR has to take into account that the said situation will necessarily change during the life of the project. SUBCONTRACTOR represents that it understands and accepts the principles of Mitigation of Costs. SUBCONTRACTOR shall use all its technical and commercial skills to minimise costs that are to be incurred over and above the SUBCONTRACT PRICE. SUBCONTRACTOR shall also execute its design (if any) in such a way as to minimise quantities and construction costs while ensuring compliance with specifications, codes and standards. SUBCONTRACTOR shall likewise execute the WORK according to the Health, Safety and Environmental requirements in Exhibit. SUBCONTRACTOR accepts to be audited in this respect at any time and any place during the execution of the SUBCONTRACT and to implement at its own expense any corrective action required.

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Except as otherwise specified in the SUBCONTRACT, all duties, SUPPLY, with no limitation whatsoever, indicated as being in SUBCONTRACTOR's scope are also at SUBCONTRACTOR's cost and are included in the SUBCONTRACT PRICE. Refusal by SUBCONTRACTOR to execute the MAIN WORK or part thereof and VARIATIONS according to the provisions of Article 14 shall be considered as SUBCONTRACTOR default and shall be subject to the provisions of Articles 25 and 26. Items not included in the WORK are exclusively those listed in the SUBCONTRACT as being supplied by CONTRACTOR and/or the CLIENT. All representations by SUBCONTRACTOR shall be deemed to be continuing. 4. SUBCONTRACT DOCUMENTS The fact that SUBCONTRACTOR accepts the SUBCONTRACT constitutes a waiver of its own conditions of sale. The SUBCONTRACT documents and their order of precedence are listed in the Subcontract Form of Agreement. If, for any reason, any provision or condition of the SUBCONTRACT is prohibited or rendered invalid or unenforceable, such prohibition, invalidity or unenforceability shall not affect the validity or enforceability of any other provisions and conditions of the SUBCONTRACT. CONTRACTOR and SUBCONTRACTOR shall replace as soon as possible the invalid clause with a proper and valid one. SUBCONTRACTOR acknowledges to have satisfied himself as to the completeness and consistency of the SUBCONTRACT documents. In case of ambiguities or discrepancies, they shall be immediately reported in writing to CONTRACTOR and shall be explained and adjusted by CONTRACTOR who shall thereupon issue to SUBCONTRACTOR instructions as to the interpretation of the SUBCONTRACT and the performance of the WORK. However, the SUBCONTRACT PRICE shall be deemed to be based on the more severe conditions. SUBCONTRACTOR's failure to protest or to express reservations on CONTRACTORs instruction within twenty one (21) DAYS after receipt thereof shall constitute a waiver by SUBCONTRACTOR of all further rights to protest and CONTRACTORs instruction shall then be deemed final and conclusive. In case of SUBCONTRACTOR's protest or express reservations regarding CONTRACTORs instruction within twenty one (21) DAYS after receipt thereof, such instruction shall also be final and conclusive but SUBCONTRACTOR may have recourse to arbitration in accordance with the relevant provisions of the SUBCONTRACT. SUBCONTRACTOR shall not avail itself of errors, omissions or inaccuracies in the contractual documents, drawings, data, or other information issued by the CLIENT and/or CONTRACTOR, nor of adverse material conditions or obstacles of whatever nature and shall not be entitled to request a VARIATION in this respect. 5. ISSUE OF DOCUMENTS Due to the non-completion of the engineering phase at the EFFECTIVE DATE, the SUBCONTRACT may contain drawings of two different natures: Typical drawings illustrating the level of information generally available on CONTRACTOR drawings, SUBCONTRACT specific drawings generally incomplete due to progress of engineering. 5.1 5.2 Subject to the provisions of Article 5.2, SUBCONTRACT drawings and documents are transmitted to SUBCONTRACTOR by means of the SUBCONTRACT. Issue of drawings and documents during WORK performance Unless otherwise specified, all Issued for Construction (IFC) documents will be transmitted, as they are issued from time to time, to the SUBCONTRACTOR's representative on SITE by the SITE MANAGEMENT using transmittal notes, the receipt of which shall be acknowledged by SUBCONTRACTOR. These transmittal notes constitute an instruction to proceed with the relevant IFC WORK on the dates indicated on the SUBCONTRACT SCHEDULE, which shall be updated regularly.GTC - ANG

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It is SUBCONTRACTOR's responsibility to request in a timely manner from CONTRACTOR all instructions, documents and drawings for the satisfactory WORK progress. 5.3 Issue of IFC drawings which are not the responsibility of SUBCONTRACTOR will be transmitted to SUBCONTRACTOR not later than seven (7) DAYS prior to commencement of those portions of the relevant WORK. SUBCONTRACTOR shall review these drawings and documents upon receipt. SUBCONTRACTOR shall inform the SITE MANAGEMENT of any errors or inconsistencies, failing which SUBCONTRACTOR shall forfeit any right to request a VARIATION for any errors or inconsistencies. It is hereby expressly agreed that any difference between the drawings and documents transmitted at the various stages of the WORK and the IFC drawings may not be invoked by the SUBCONTRACTOR to request a VARIATION. 5.4 CONTRACTOR reserves the right to require SUBCONTRACTOR to produce reporting documentation of the same standard and type for WORK executed on the WORKSITE, as that required for WORK executed on the SITE. Any approval, consent, check or verification given or performed by CONTRACTOR and/or the CLIENT shall not prejudice or affect the liability of SUBCONTRACTOR to perform its duties under the SUBCONTRACT and the rejection of any part of the WORK shall not be deemed to constitute an APPROVAL of any other part of the WORK that has not been rejected. REGULATIONS Any violation by SUBCONTRACTOR of the laws and regulations in force at the WORKSITE shall be considered as gross negligence on the part of SUBCONTRACTOR who guarantees and indemnifies the CLIENT and/or CONTRACTOR against any and all civil and criminal proceedings and against any and all direct, consequential or indirect damages resulting from any such default. 6.1 Laws - Orders - Codes - Regulations - Decrees SUBCONTRACTOR acknowledges that it is fully familiar with all laws, orders, codes, regulations and decrees whether international, national, regional or local, in force at the WORKSITE applicable to the WORK. SUBCONTRACTOR shall comply with all obligations derived from these laws, orders, standards, codes, regulations or decrees, throughout the duration of the SUBCONTRACT as if they were written in the SUBCONTRACT, including but not limited to labour laws, tax requirements, requests for SITE opening, general health, safety and environmental requirements concerning the WORK, general security, military security, accommodation, personnel transportation, compliance of its own equipment and facilities, custom duties and import / export requirement. SUBCONTRACTOR shall comply with rules and regulations applicable on SITE as determined by the CLIENT and/or CONTRACTOR (especially with regard to safety, health and accommodation requirements, discipline, and hours of work). In the event of any change in the applicable laws in force at the SITE after the EFFECTIVE DATE which has a significant impact upon SUBCONTRACTOR cost and/or schedule for performing the WORK, then provided that: a. SUBCONTRACTOR can evidence that said change in the applicable law with supporting documents and, b. SUBCONTRACTOR can evidence that said change results in a significant increase in the cost and/or schedule for performing the WORK with supporting document, SUBCONTRACTOR and CONTRACTOR shall enter into negotiations in good faith in order to reach an equitable solution in order to compensate the effects on CONTRACTOR and SUBCONTRACTOR resulting from any such change in law. The SUBCONTRACT shall also be adjusted on the same basis in the event any such change of law results in a significant decrease in the cost and/or schedule for performing the WORK.GTC - ANG

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6.2 6.2.1

General safety, security and environmental SUBCONTRACTOR shall at all times take the necessary precautions to safeguard all property in relation to the SUBCONTRACT belonging to the CLIENT and/or CONTRACTOR and/or third parties as well as its own WORK and facilities and other adjacent property. SUBCONTRACTOR shall provide and maintain adequate security in respect of the WORK, except in cases where CONTRACTOR may give written notification to SUBCONTRACTOR that such security shall be provided by others. SUBCONTRACTOR is responsible for replacing or repairing any loss or damage unless it proves that this has been directly caused by the CLIENT and/or CONTRACTOR. In an emergency threatening property and/or persons, SUBCONTRACTOR shall immediately take any necessary conservatory measures and other action without prior instructions from CONTRACTOR and advise CONTRACTOR of the situation. Upon receipt of this notification, CONTRACTOR may issue complementary instructions to be executed by SUBCONTRACTOR without delay and at its own cost. SUBCONTRACTOR shall comply with and bear all costs related to all work stoppages due to any safety or security reason whatsoever imposed by the CLIENT and/or CONTRACTOR. CONTRACTOR reserves the right to assess and to audit that the SUBCONTRACTORs personnel are reasonably accommodated, fed and transported according to legal requirements and/or local practice. Any corrective action required in this respect shall be taken immediately by SUBCONTRACTOR at its own cost.

6.2.2

SUBCONTRACTOR undertakes to set up an organisation enabling it to ensure the health and safety of its personnel and facilities including accommodation facilities and to minimise any adverse impact on the environment. Provided only that such condition is met, the CLIENT and/or CONTRACTOR may accept, at their own discretion, to assist him, using their own organisation, to ensure health and safety and environmental protection within the SITE but this shall in no way relieve SUBCONTRACTOR of its liability and SUBCONTRACTOR shall indemnify and save harmless the CLIENT and/or CONTRACTOR from any consequences arising out of such action of the CLIENT and/or CONTRACTOR. SUBCONTRACTOR shall promptly comply with any safety instructions given by CONTRACTOR. SUBCONTRACTOR's failure to correct an unsafe condition after notice thereof shall entitle CONTRACTOR to suspend operations until the unsafe condition is corrected and, if the violation continues, terminate the SUBCONTRACT for SUBCONTRACTORs default.

6.3

CLIENT - CONTRACTOR - SUBCONTRACTOR contacts SUBCONTRACTOR will not be allowed direct contact or communication with the CLIENT. However, should the CLIENT make any communication to SUBCONTRACTOR, SUBCONTRACTOR shall immediately advise CONTRACTOR in writing.

6.4

Publication SUBCONTRACTOR may, with the prior written authorisation of the CLIENT and/or CONTRACTOR, publish alone or with others any article, photograph or illustration relating to the WORK and construction. Such authorisation will not be unreasonably withheld. However the CLIENT and/or CONTRACTOR reserve the right to withhold such authorisation if the CLIENT and/or CONTRACTOR deem(s) such publication detrimental to its/their interests or to any confidentiality undertakings. SUBCONTRACTOR shall not make any announcement or release any information pertaining to the WORK to any member of the public, press, and business entity for the purpose of publicity or advertising without the prior APPROVAL of CONTRACTOR.

6.5

Secrecy SUBCONTRACTOR undertakes to keep confidential any commercial, financial or technical information directly or indirectly connected with the SUBCONTRACT, hereinafter referred to as "the information", communicated to it by CONTRACTOR and/or CLIENT and/or a third party during the negotiation or performance of the SUBCONTRACT. For this purpose, SUBCONTRACTOR shall limit access to said information to those employees who are under an obligation of secrecy and whose tasks require that they be aware of such information.

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CONTRACTOR reserves the right to have said personnel sign individual confidentiality agreements to that effect. If required for the performance of its obligations under the SUBCONTRACT, SUBCONTRACTOR may disclose information to third parties subject to such third parties having entered into an appropriate confidentiality undertakings. This confidentiality undertakings will not apply however to: information that SUBCONTRACTOR can prove was already in its possession on the date of receipt. information which was in the public domain at the time it was communicated to him. information which after being communicated to SUBCONTRACTOR becomes part of the public domain through no fault of SUBCONTRACTOR. In case of breach of this obligation of confidentiality, CONTRACTOR reserves the right to terminate the SUBCONTRACT for default under the conditions specified in Article 26. The rights and obligations contained in this Article shall survive the issuance of the Final Acceptance Certificate or earlier termination of the SUBCONTRACT. 6.6 6.6.1 Industrial property, patents, licenses The SUBCONTRACTOR declares that it is the due owner, licensee, holder or authorised user of the patents, licenses, processes, trademarks, designs or models covering the SUBCONTRACTORs EQUIPMENT and MATERIAL, products and/or means to be used for the performance of the SUBCONTRACT. In respect of any intellectual property rights and for proprietary information and/or technical know-how, patentable or not, which might be in possession of SUBCONTRACTOR prior to the EFFECTIVE DATE, SUBCONTRACTOR hereby grants to CONTRACTOR and/or the CLIENT an irrevocable and nonexclusive world-wide royalty-free licence to use, or have used any such patent and/or other proprietary information and /or technical know-how for the purposes of the WORK and the operation and maintenance of the WORK together with the right to export, sell and use in any country the product of the PLANT. SUBCONTRACTOR shall obtain from its sublet subcontractors and suppliers the same undertaking. CONTRACTOR shall be the sole owner of all findings, results, documents, information, technical know-how and in particular all industrial property rights patentable or not that are produced, prepared, furnished and/or developed pertaining to the WORK in relation to or as a result of the performance of the WORK. Should suits or claims for infringement of patents, processes, trademarks, designs or models be instituted by any person or entity against CLIENT and/or CONTRACTOR in connection with the SUBCONTRACT, SUBCONTRACTOR agrees to replace for CONTRACTOR in any proceedings and to indemnify, protect and hold CONTRACTOR and/or CLIENT harmless from and against any claims received or liability incurred, without limitation, being specified that CONTRACTOR shall nevertheless have the right to approve the means of the defence and the choice of the attorney or attorneys. Should the SUBCONTRACTOR's replacement in any proceedings not be possible or desired by CONTRACTOR, SUBCONTRACTOR agrees to provide all legal assistance to CONTRACTOR for its defence, and to bear all costs resulting there from including the amounts resulting from court orders issued against CONTRACTOR, as well as all expenses including reasonable attorneys fees, incurred by CONTRACTOR in connection with any such proceedings. 6.6.2 In case of infringement of the industrial property rights mentioned above, SUBCONTRACTOR shall, at its own expense: either obtain the right for CLIENT and/or CONTRACTOR to continue using the WORK; or, in agreement with CLIENT and/or CONTRACTOR, either have the part of the WORK replaced by a non-infringing alternative, or have the same modified in such a manner that the cause of the infringement disappears.

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7.

INSURANCE AND INDEMNITIES SUBCONTRACTOR undertakes to comply at all times with all and any legal insurance obligations in force (public liability, automobile, social security for workers, decennial insurance for building and civil works...) at WORKSITE. CONTRACTOR shall not under any circumstances be liable for a breach or default by SUBCONTRACTOR in this respect. Furthermore, SUBCONTRACTOR shall be liable vis--vis CONTRACTOR in case of default or lack of insurance of its own sublet subcontractors. SUBCONTRACTOR's liabilities and obligations both under the SUBCONTRACT and at law shall not in any way be limited by the terms and conditions of its own or its sublet subcontractor's insurance policies. SUBCONTRACTOR shall be liable to third parties, CLIENT and CONTRACTOR and their respective personnel and agents, for all consequences of any kind of damage whatsoever incurred by the above mentioned parties, as a result of the performance or non performance of SUBCONTRACTORs obligations under the SUBCONTRACT except to the extend caused by CLIENTs and/or CONTRACTORs wilful misconduct. SUBCONTRACTOR shall defend, indemnify and hold CLIENT and/or CONTRACTOR and their respective personnel and agents harmless from and against any and all claims, liability, law suits and assimilated, including reasonable attorneys fees, brought against CLIENT and/or CONTRACTOR arising from or in connection with SUBCONTRACTORs liabilities as stated above. SUBCONTRACTOR undertakes to inform its insurers of the terms and conditions of the SUBCONTRACT. The insurers shall acknowledge receipt thereof to the SUBCONTRACTOR who shall communicate the same to the CONTRACTOR. As a rule, SUBCONTRACTOR must communicate to CONTRACTOR within fifteen (15) DAYS of the EFFECTIVE DATE copies of all insurance policies underwritten by financially sound companies or if not available, copies of cover notes or detailed original insurance certificate(s). The WORK under the SUBCONTRACT shall not commence before CONTRACTOR is notified of and satisfied with the proposed insurance policies taken out. When SUBCONTRACTOR submits insurance certificates, these certificates shall attest that the coverage granted by the policies and the required funds are in compliance with the obligations imposed on SUBCONTRACTOR. Furthermore, these certificates shall mention the dates of expiration of the coverage as well as the commitment that the policies will not be cancelled, or their scope modified, during the period of execution of the SUBCONTRACT. SUBCONTRACTOR shall cause its insurer(s) to send a written notice to CONTRACTOR at least sixty (60) DAYS in advance from such cancellation or modification. The waiver of any right of recourse of SUBCONTRACTOR's insurers against CONTRACTOR and CLIENT and their respective insurers in connection with claims arising out from the performance of the SUBCONTRACT shall be expressly mentioned in the insurance certificates referred to above. At CONTRACTOR's request and at any time, SUBCONTRACTOR shall allow CONTRACTOR to inspect the original or a copy, at CONTRACTOR's option, of any insurance policies. SUBCONTRACTOR shall be responsible vis--vis CONTRACTOR that any of its sublet subcontractors, where applicable, shall take out and maintain at its cost similar insurances as specified herein. Any deficiencies in the coverage or policy limits of sublet subcontractor's insurances shall be the sole responsibility of SUBCONTRACTOR. SUBCONTRACTOR shall at all times provide CONTRACTOR with evidence that insurance premium are regularly paid, it being understood that SUBCONTRACTOR shall cause its insurer to give CONTRACTOR prior notification of any suspension or termination by registered letter to the CONTRACTOR's head office. This requirement shall be specified in the policies. However if such suspension or termination is approved by CONTRACTOR, SUBCONTRACTOR shall undertake to proceed with the exact replacement by similar policies. SUBCONTRACTOR shall not avail itself of the fact that it has communicated the above mentioned insurance documents to CONTRACTOR to evade any liability incumbent upon it as a result of the application by the insurers of an expiration or any other exception which would make the policies inoperative. SUBCONTRACTOR shall not invoke any failure of its insurance coverage to escape the obligations incumbent upon it under the SUBCONTRACT. In the case where SUBCONTRACTOR fails to fulfil its obligation to obtain or maintain any of the insurance policies required under the SUBCONTRACT, CONTRACTOR will be entitled to obtain such policies or to

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maintain them, to pay the associated premiums and to recover such amounts from sums owed or owing to SUBCONTRACTOR as if they were SUBCONTRACTOR's debts to CONTRACTOR without prejudice to CONTRACTORs other remedies under the SUBCONTRACT and applicable law. The minimum insurance cover required for each category of risk or liability incumbent on SUBCONTRACTOR is indicated in the SUBCONTRACT. Should the CLIENT and/or CONTRACTOR choose to obtain himself overall policies for certain categories of insurance, the risks, liabilities, limits of cover, excesses, amounts and any other terms of the insurance policies to be obtained by SUBCONTRACTOR will be specifically set out in the Particular Terms and Conditions. 8. SITE CONDITIONS Subject to the availability of the SITE by the CLIENT, CONTRACTOR shall make the SITE available to SUBCONTRACTOR for the period, with the limits and under the conditions set out in the SUBCONTRACT. The location of the SITE and its boundaries are shown on the drawings. Unless otherwise specified in the SUBCONTRACT, CONTRACTOR shall provide the SUBCONTRACTOR with field and soil surveys limited to the relevant areas of the PLANT. These surveys will be supplied at SUBCONTRACTOR's sole risk. Any additional field and soil surveys, inside or outside the SITE, which SUBCONTRACTOR deems necessary, shall be at its own expense. SUBCONTRACTOR is responsible for obtaining at its own cost any permits and authorisations required for the performance of the SUBCONTRACT, except for the construction permits for the PLANT, including using and safeguarding adjacent properties, installing and/or maintaining accesses, fences and other protections. 9. 9.1 SUBCONTRACTORS SUPPLY Procurement by SUBCONTRACTOR SUBCONTRACTOR shall be responsible for all procurement activities related to its SUPPLY such as, purchasing, expediting, inspection and transportation. SUBCONTRACTOR is responsible for procuring its SUPPLY (origin, conformity, etc.), in compliance with the regulations in force applicable to the SUBCONTRACT concerning the origin of the SUPPLY components. SUBCONTRACTOR is responsible for the authenticity of the certificates and for the accuracy of their content. 9.2 Choice of SUBCONTRACTORs EQUIPMENT and MATERIAL SUBCONTRACTOR shall submit the list of its possible suppliers and indicate the origin of the SUBCONTRACTORs EQUIPMENT AND MATERIAL for items used in the performance of the WORK. CONTRACTOR reserves the right to reject any supplier of SUBCONTRACTOR without the SUBCONTRACTOR being entitled to reduce or be released from its obligations or to request a VARIATION in this respect. SUBCONTRACTORs EQUIPMENT and MATERIAL shall be new, of the first quality and in conformity with the specifications of the CONTRACTOR. At the request of CONTRACTOR, SUBCONTRACTOR shall furnish samples. SUBCONTRACTOR will make its best efforts to maximise the participation of national vendors (from the country where the SITE is located) and shall not object to placing orders with such national vendors if they comply with the cost, quality and schedule requirements.

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9.3 9.3.1

Transport - Warehousing - Handling Import SUBCONTRACTOR's EQUIPMENT and MATERIAL SUBCONTRACTOR shall provide transport, warehousing and handling of all SUBCONTRACTORs EQUIPMENT and MATERIAL, which are part of the SUBCONTRACTOR's scope of supply.

9.3.2

CLIENT's and/or CONTRACTOR's EQUIPMENT and MATERIAL SUBCONTRACTOR shall take delivery (loading, handling, transport, unloading) of the CLIENT and/or CONTRACTORs EQUIPMENT and MATERIAL included in the scope of supply of the CLIENT and/or CONTRACTOR at the CLIENT's and/or CONTRACTOR's warehouse or material lay down area, or on truck at the SITE or on carriage on rail siding or at the nearest station or wharf. Such EQUIPMENT and MATERIAL shall be made available to SUBCONTRACTOR at its written request, as required for the performance of the WORK. SUBCONTRACTOR is responsible for the care and custody of such EQUIPMENT and MATERIAL from the time it takes delivery of the same until the Completion of the WORK concerned. SUBCONTRACTOR is also responsible for the care and custody of the CLIENT's and/or CONTRACTOR's EQUIPMENT and MATERIAL in its own warehouse and for its efficient protection against events such as but not limited to corrosion, weather conditions, various damages, preventive maintenance, and theft. SUBCONTRACTOR is also responsible for the identification or the maintenance of existing identification of CLIENT and/or CONTRACTOR's EQUIPMENT and MATERIAL in order to avoid any confusion with other supplies.

9.3.3

Imports If SUBCONTRACTOR imports SUBCONTRACTORs SUPPLY for the performance of the SUBCONTRACT, it shall comply with all applicable customs regulations. Unless otherwise specified in other SUBCONTRACT documents, SUBCONTRACTOR shall bear all duties and expenses relating to the import of such SUBCONTRACTORs SUPPLY.

10. 10.1 10.1.1

ASSIGNMENT AND SUBCONTRACTING Assignment and subcontracting Award of SUBCONTRACT The SUBCONTRACT is awarded solely to the SUBCONTRACTOR. SUBCONTRACTOR shall not sell, assign, sublet or in any manner transfer its interests, rights or obligations or any part thereof under the SUBCONTRACT, whether by operation of law or otherwise, without first obtaining the written consent of CONTRACTOR who reserves the right to reject the said assignment. In case of authorised assignment, SUBCONTRACTOR, who is the initial recipient of the SUBCONTRACT, shall remain jointly and severally liable for the performance of the SUBCONTRACT vis--vis CONTRACTOR. CONTRACTOR shall have the right to assign the SUBCONTRACT in whole or in part to an affiliate or subsidiary of CONTRACTOR without the prior consent of SUBCONTRACTOR. SUBCONTRACTOR shall not sublet any part of it to a sublet subcontractor or supplier without first obtaining the written consent of CONTRACTOR who reserves the right to reject the proposed sublet subcontractor or supplier. Subcontracting shall not relieve SUBCONTRACTOR from any of its obligations and liabilities under the SUBCONTRACT and at law. SUBCONTRACTOR is fully responsible for sublet parts of the WORK as if performed by itself.

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10.1.2

Information to be supplied SUBCONTRACTOR shall provide CONTRACTOR with all necessary information concerning its sublet subcontractors or suppliers and shall communicate copies of the sublet orders as soon as they are placed and in any case prior to commencing work.

10.2 10.2.1

Sublet subcontractors General For each sublet subcontractor, SUBCONTRACTOR shall furnish an official professional qualification certificate together with an organisation chart showing the names of the individuals in charge and the material resources which it anticipates using in connection with each activity. SUBCONTRACTOR shall exercise due care in the selection of its sublet subcontractors to ensure their capacity to execute the subcontracted work in a timely manner and in compliance with the requisite safety and quality standard. SUBCONTRACTOR shall include in its contracts with its sublet subcontractors provisions compatible with those binding SUBCONTRACTOR under the SUBCONTRACT and especially those giving SUBCONTRACTOR the same right to terminate the contracts of the sublet subcontractors as CONTRACTOR under the SUBCONTRACT.

10.2.2

Co-ordination If SUBCONTRACTOR sublets part of its SUBCONTRACT, SUBCONTRACTOR is responsible for the coordination of its sublet subcontractors as well as of its representatives. In particular, any failure or default of a sublet subcontractor shall be considered as that of SUBCONTRACTOR.

10.2.3

Nominated sublet subcontractor Further to SUBCONTRACTORs proposal to sublet a part of the WORK, CONTRACTOR may, after discussion with SUBCONTRACTOR, nominate a sublet subcontractor. However, SUBCONTRACTOR shall remain entirely responsible and its obligations and liabilities in accordance with the SUBCONTRACT remain unchanged, as if the sublet subcontractor had been selected by SUBCONTRACTOR.

11. 11.1 11.1.1

SITE ORGANISATION Work Management CONTRACTOR's representative The WORK is monitored and supervised by CONTRACTOR as represented by its SITE MANAGER. Any written instruction, based on, and limited by, the SUBCONTRACT, given by the SITE MANAGER, creates for the SUBCONTRACTOR the same obligations as if it had been issued by CONTRACTOR. SUBCONTRACTOR shall proceed with the decisions and instructions given by CONTRACTOR accordance with the SUBCONTRACT. If SUBCONTRACTOR disputes or questions any decision instruction, it shall give notice to CONTRACTOR within ten (10) DAYS after receipt thereof, giving reasons. CONTRACTOR shall within a further period of twenty (20) DAYS by notice SUBCONTRACTOR confirm, reverse or modify any such decision or instruction. If SUBCONTRACTOR still disagrees with CONTRACTOR, the dispute will be settled under Article 27.2. The SITE MANAGER is responsible for the supervision, inspection and co-ordination, health, safety and environmental protection of the WORK and administration of the SUBCONTRACT. In particular, the SITE MANAGER decides on the interpretation of all or part of the drawings or specifications in case of inaccuracy or differences in interpretation. The fact that the SITE MANAGER does not refuse or reject any part of the WORK shall not prejudice the right of CONTRACTOR to refuse or reject the said WORK at a later date and to order its demolition or removal under the conditions stated in the SUBCONTRACT. in or its to

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11.1.2

SUBCONTRACTOR's representative SUBCONTRACTOR shall nominate a representative on SITE for the whole duration of the WORK. This representative shall be APPROVED by CONTRACTOR and shall have all powers to give the necessary orders for carrying out the CONTRACTOR's instructions, organise the WORK and perform the duties of SUBCONTRACTOR. He shall provide CONTRACTOR with a power of attorney established for that purpose. CONTRACTOR shall have the right to require, by written notice, the replacement of the representative of SUBCONTRACTOR who shall nominate another representative on SITE, at no extra cost for CONTRACTOR, subject to prior APPROVAL by CONTRACTOR. The person replaced shall on no account occupy another function on SITE.

11.2

Construction work procedures SUBCONTRACTOR acknowledges that it will abide by the construction work procedures. SUBCONTRACTOR shall not be entitled to request a VARIATION related to the issue date of any of the said procedures even if it is issued after the EFFECTIVE DATE. These procedures cover subjects such as but not limited to: co-ordination, administration, SITE regulations, VARIATIONS, quality assurance, quality control, health, safety, environment, handover, etc.

11.3 11.3.1 11.3.2 11.3.3

Relations with other subcontractors SUBCONTRACTOR undertakes not to entice staff and workers from other subcontractors working on SITE. SUBCONTRACTOR shall endeavour, as far as possible, to grant the same assignment conditions to its personnel as those granted by the other subcontractors working on SITE. SUBCONTRACTOR shall respect the work and equipment of other subcontractors and cannot request a VARIATION for hindrance to the performance of its own WORK which may be caused by the presence of other subcontractors. In case of dispute between SUBCONTRATOR and other subcontractors, the SITE MANAGER shall arbitrate any differences. Labour relations SUBCONTRACTOR shall take all necessary measures to ensure that no disturbance or work stoppage occurs on the SITE, solve immediately any problem that does occur and protect CONTRACTOR, CLIENT and other subcontractors against any such problems.

11.3.4 11.4

12.

TIME SCHEDULE AND PROGRESS Time is of the essence for the SUBCONTRACT. The dates and rate of progress set out in the Time Schedule Exhibit and the SUBCONTRACT SCHEDULE are fundamental obligations of SUBCONTRACTOR and are also of the essence for the SUBCONTRACT.

12.1 12.1.1

Time for performance Notice to proceed The opening of the SITE shall be subject to the notification by CONTRACTOR of the opening site form. This will not be issued unless the Mobilisation Plan has been submitted and CONTRACTORs comments have been incorporated.

12.1.2

Completion dates, milestones dates The Completion and milestone dates are defined as follows: for the Completion of the WORK: the date shown on the Completion of the WORK Certificate,

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for Milestones: the date shown on the Milestone Completion Certificate. Signature of the Milestone Completion Certificate must be requested in writing by SUBCONTRACTOR at least seven (7) DAYS in advance. 12.2 12.2.1 SUBCONTRACT SCHEDULE Principle SUBCONTRACTOR agrees to complete all parts of the MAIN WORK available within the time of the Agreed Production Cycle provided that this does not require SUBCONTRACTOR to progress faster than the Planned Overall SUBCONTRACT Progress Curve of the SUBCONTRACT SCHEDULE as defined in Article 12.2.2. The Agreed Production Cycle, i.e. the time needed to execute part of the MAIN WORK, is two (2) weeks unless otherwise defined in the Time Schedule Exhibit. Unless otherwise specified (as may be the case for example for a multi-discipline SUBCONTRACT), there is only one Agreed Production Cycle in the SUBCONTRACT. The Agreed Production Cycle is defined for the most representative activity of the SUBCONTRACT. For the purpose of defining SUBCONTRACTORs entitlement to a VARIATION under Article 12.2.4 d. it is deemed to represent all the MAIN WORK. The SUBCONTRACT SCHEDULE will be prepared by SUBCONTRACTOR for the WORK SITE activities. 12.2.2 Content, preparation and submission of the SUBCONTRACT SCHEDULE SUBCONTRACTOR will prepare a level II schedule, in compliance with the requirements specified elsewhere in the SUBCONTRACT, which will evidence how SUBCONTRACTOR will meet all the dates specified in the Time Schedule Exhibit. Within forty-two (42) DAYS from the EFFECTIVE DATE, this schedule shall be submitted to CONTRACTOR for APPROVAL. This level II schedule will include: a. physical progress information a bar chart with a time-scale in weeks showing all activities, including those performed by sublet subcontractors, the weekly manpower distribution required to perform each activity as well as the weekly production progress expressed in the physical quantity (m, m2, m3, kg) defined in the Time Schedule Exhibit. This bar chart shall be supported by a narrative. a Manpower Summary and a set of Production Progress Curves derived from the bar chart, a planned Overall SUBCONTRACT Progress Curve derived from the above and in strict compliance with the physical progress measurement rules set out in the Co-ordination Procedure Exhibit, representing the planned physical progress of the MAIN WORK. b. Work available information a plan showing the forecast dates and the approximate and significant quantities of MAIN WORK expressed in the physical quantity (m, m2, m3, kg) defined in the Time Schedule Exhibit that shall be released to SUBCONTRACTOR in the form of a batch of Free Issue Drawings, a plan showing the forecast dates and the approximate and significant quantities of MAIN WORK expressed in the physical quantity (m, m2, m3, kg) defined in the Time Schedule Exhibit that shall be released to SUBCONTRACTOR in the form of a batch of Free Issue Materials, a plan showing the forecast dates as which the various and significant accesses to the PLANT will be available, a planned progress graph derived from the above showing the work available and called the planned Overall SUBCONTRACT Work Front Graph expressed in the physical quantity (m, m2, m3, kg) defined in the Time Schedule Exhibit. As a result of the above, the time difference between the Overall SUBCONTRACT Work Front Graph and the Overall SUBCONTRACT Progress Curve is by agreement deemed to be equal to the Agreed Production cycle plus the float included in the SUBCONTRACT SCHEDULE.

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When CONTRACTOR's scope of deliverables interfaces with SUBCONTRACTOR's scope of WORK, then CONTRACTOR will assist SUBCONTRACTOR in the preparation of the SUBCONTRACT SCHEDULE by making available to SUBCONTRACTOR information specified under b. above. Within the period extending from the date of submission of the level II schedule and the seventieth (70th) DAY from the EFFECTIVE DATE, SUBCONTRACTOR and CONTRACTOR will meet and freeze all documents included in the level II schedule. Once APPROVED by CONTRACTOR the above document will form and become the SUBCONTRACT SCHEDULE. 12.2.3 Float included in the SUBCONTRACT SCHEDULE The SUBCONTRACT SCHEDULE is deemed to include some float, which CONTRACTOR reserves the right to use. The SUBCONTRACT SCHEDULE is deemed to include all risks, whether expressed or implied, allocated to SUBCONTRACTOR under the SUBCONTRACT such as but not limited to bad, cold or hot weather, except as provided for in Article 12.3.2, holiday periods, the proximity of and simultaneity of work with other subcontractors. The SUBCONTRACT SCHEDULE is deemed to include flexibility in the sequence of the various activities shown on the bar chart. This flexibility is inherently required to cope with the issue of CONTRACTOR furnished IFC documents, the delivery of CONTRACTOR's SUPPLY and the availability of accesses which do not necessarily correspond to the optimal use of SUBCONTRACTOR's resources (e.g. the necessity to perform WORK in a given area in several phases which may be discontinuous, to prepare and test functional systems in a manner consistent with the precommissioning plan). SUBCONTRACTOR shall not be entitled to request any VARIATION on account of modification, alteration, revision of the SUBCONTRACT SCHEDULE unless the requirements specified under Article 12.2.4 hereafter are met. 12.2.4 VARIATION to the SUBCONTRACT SCHEDULE CONTRACTOR has the right to direct SUBCONTRACTOR to make any change in the scheduling of the WORK. However, only circumstances under a. to e. below shall be recognised as a valid cause for SUBCONTRACTOR to request a VARIATION resulting from a change in the SUBCONTRACT SCHEDULE. a. additional flexibility is required as a result of CONTRACTOR's request to achieve completion of the MAIN WORK or part of the MAIN WORK by dates earlier than those specified in the Time Schedule Exhibit. b. the volume of the MAIN WORK has increased in excess of the proportions specified under Article 22. c. additional flexibility is required as a result of CONTRACTOR's request to modify by more than 10% the maximum slope of the Planned Overall SUBCONTRACT Progress Curve although circumstances under a and b have not occurred. d. SUBCONTRACTOR's performance is delayed as a result of CONTRACTOR 's interference. For the purpose of determining whether CONTRACTOR 's interference is causing delay to SUBCONTRACTOR in performing the WORK, the following procedure shall apply: SUBCONTRACTOR will produce the actual Overall SUBCONTRACT Work Front Graph as defined under Article 12.2.2.b. By a translation shift of the actual Overall SUBCONTRACT Work Front Graph by the Agreed Production Cycle, SUBCONTRACTOR will produce the possible SUBCONTRACT Production Frontier Graph which is deemed to represent the volume of the MAIN WORK that SUBCONTRACTOR could have performed freely and clear from any interference caused by CONTRACTOR. Should, based on indisputable facts, the possible SUBCONTRACT Production Frontier Graph intersect with the Planned Overall SUBCONTRACT Progress Curve, and then the Planned Overall SUBCONTRACT Progress Curve should be revised.GTC - ANG

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In such case, CONTRACTOR may at its own discretion: grant SUBCONTRACTOR an extension of the SUBCONTRACT SCHEDULE and the Milestone dates, without financial compensation. However, should the completion date be extended by more than two (2) months under these circumstances, SUBCONTRACTOR shall also be entitled to request a cost compensation for the period of extension in excess of the said two (2) months. make use of the Float included in the SUBCONTRACT SCHEDULE. In such case: either the maximum slope of the revised Planned Overall SUBCONTRACT Progress Curve is below the maximum slope of the initial Planned Overall SUBCONTRACT Progress Curve increased by ten percent (10%). In such case, SUBCONTRACTOR shall take all required actions to increase its resources without financial compensation in order to achieve the revised Planned Overall SUBCONTRACT Progress Curve, or the maximum slope of the revised Planned Overall SUBCONTRACT Progress Curve is above the maximum slope of the initial Planned Overall SUBCONTRACT Progress Curve plus ten percent (10%). In such case, CONTRACTOR shall award SUBCONTRACTOR financial compensation corresponding to the increase of resources required to obtain a progress rate higher than the initial maximum progress rate increased by ten percent (10%) to meet the revised Planned Overall SUBCONTRACT Progress, make a combination of the two above options. SUBCONTRACTOR shall prepare and submit within fifteen (15) DAYS from the date of such occurrence a revised level II schedule and a revised Planned Overall SUBCONTRACT Progress Curve. CONTRACTOR and SUBCONTRACTOR shall meet and freeze the revised SUBCONTRACT SCHEDULE and the planned Overall SUBCONTRACT Progress Curve within fifteen (15) DAYS after such submission. When approved by CONTRACTOR, the revised level II schedule and the revised Planned Overall SUBCONTRACT Progress Curves will form and become the SUBCONTRACT SCHEDULE. e. 12.3 CONTRACTOR has granted an extension of the SUBCONTRACT SCHEDULE in accordance with the requirements of Article 24.2.1.a.

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Progress of the MAIN WORK In addition to meeting the dates set out in the Time Schedule Exhibit, SUBCONTRACTOR is responsible for achieving of the planned Overall SUBCONTRACT Progress Curve which is part of the SUBCONTRACT SCHEDULE.

12.3.1

SUBCONTRACTOR's failure to comply with the planned Overall SUBCONTRACT Progress Curve If the actual progress is less than the planned progress as measured on the planned Overall SUBCONTRACT Progress Curve, through any causes other than those specified under Article 12.2.4 above, CONTRACTOR shall issue a notice and require SUBCONTRACTOR: a. to mobilise additional direct labour at WORKSITE, b. to increase temporarily the working time, c. to mobilise additional supervisory staff at WORKSITE, d. to mobilise additional construction equipment and tools at WORKSITE. If, within ten (10) DAYS from receiving such a written notice, SUBCONTRACTOR has not taken the necessary actions to recover and meet the requirements of the planned Overall SUBCONTRACT Progress Curve, CONTRACTOR may either terminate the SUBCONTRACT on account of the SUBCONTRACTOR's default or substitute himself for the defaulting SUBCONTRACTOR at SUBCONTRACTOR's cost.

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12.3.2

Bad weather SUBCONTRACTOR shall suspend its WORK in case of bad weather affecting the quality or safety of the WORK or take any necessary action to enable the WORK to continue in conditions conforming to the specifications and/or acceptable to CONTRACTOR. Failing this, the CLIENT and/or CONTRACTOR shall suspend the WORK and SUBCONTRACTOR shall not be entitled to request a VARIATION for such an instance. If the WORK is damaged due to lack of precautions before and during the bad weather period, any damaged portion of the WORK and any affected SUPPLY shall be replaced at SUBCONTRACTOR's cost and within the contractual performance time. SUBCONTRACTOR can only claim an extension of the SUBCONTRACT SCHEDULE due to bad weather, and only for that part of the MAIN WORK which is affected, if the climatic conditions exceed the worst climatic conditions which occurred in the fifteen (15) years preceding the EFFECTIVE DATE, provided that official proof can be furnished by the SUBCONTRACTOR. SUBCONTRACTOR shall not be entitled to request a VARIATION for costs incurred by the SUBCONTRACTOR in connection with this Article, especially for unemployed personnel or idle equipment.

12.4

Liquidated Damages for delay In full recognition of SUBCONTRACTOR's commitment to the SUBCONTRACT SCHEDULE, the SUBCONTRACT is subject to a Liquidated Damages arrangement. CONTRACTOR may, without prejudice to any other method, recover or deduct the amount of such Liquidated Damages from any moneys in its hand, due or which may become due to the SUBCONTRACTOR. If the Completion of the WORK date, guaranteed Milestone dates or requirements derived from the planned Overall SUBCONTRACT Progress Curve are not achieved by SUBCONTRACTOR, SUBCONTRACTOR shall be liable and shall pay CONTRACTOR Liquidated Damages as set forth below:

12.4.1

For failure to meet the milestones specified in the Time Schedule Exhibit If SUBCONTRACTOR does not complete the WORK by the guaranteed dates stated in the SUBCONTRACT subject to liquidated damages for delay, the liquidated damages for delay provided for in the Particular terms and conditions of Subcontract shall automatically become applicable.

12.4.2

For failure to meet the planned Overall SUBCONTRACT Progress Curve requirements If SUBCONTRACTOR does not progress the MAIN WORK in accordance with the planned Overall SUBCONTRACT Progress Curve requirements, CONTRACTOR shall have the right to apply the liquidated damages provided for in the Particular Terms and Conditions of Subcontract for each month where the cumulated actual progress of the MAIN WORK is less than the cumulated planned progress.

12.4.3

Except in case of gross negligence or wilful misconduct, liquidated damages stated above are agreed by the PARTIES as a pre-assessment of the damage caused to and suffered by CONTRACTOR due to such delay in completion or slow progress and shall not be construed as a penalty. Payment of such liquidated damages for delay or low progress shall not relieve SUBCONTRACTOR from its obligations to complete the WORK or from its other obligations and liabilities under the SUBCONTRACT.

12.4.4

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13. 13.1

PROGRESS MEASUREMENT AND PAYMENT Main Work The MAIN WORK is paid according to physical progress measured as per the provisions of the Coordination Procedure Exhibit.

13.2

Variations This portion of the WORK is carried out and recorded according to the provisions of Article 14.

13.3

Monthly Financial Status Report a. Each month, the CONTRACTOR determines the physical progress of each operation and then by weighting, calculates the overall physical progress of the MAIN WORK performed. b. A Monthly Financial Status Report is prepared according to the provisions of the Co-ordination Procedure Exhibit from the SUBCONTRACT PRICE (as shown by the latest amendment issued) multiplied by the overall physical progress of the MAIN WORK, subject to VARIATIONS, retention and other deductions.

13.4

SUBCONTRACTOR shall at all times keep the SITE MANAGER fully informed of all matters of whatsoever nature affecting or likely to affect progress of the WORK or to modify the SUBCONTRACT SCHEDULE. VARIATIONS With the sole exception of adjustment to the quantities of the Main Works Price Schedule in the Price Schedule Exhibit if applicable under the terms and conditions of the SUBCONTRACT, the only way SUBCONTRACTOR can obtain an adjustment to the SUBCONTRACT PRICE and/or the SUBCONTRACT SCHEDULE, for any reason whatsoever such as for instance changes in the scope of work or changes in the SUBCONTRACT conditions, is through an APPROVED Work Order necessarily resulting from a VARIATION Request. SUBCONTRACTOR is not entitled to make any request for compensation or claim of whatever nature other than through a VARIATION Request in full accordance with the provisions of the present Article.

14. 14.1

14.2

Whenever SUBCONTRACTOR believes that events have occurred during the performance of the WORK that constitute a VARIATION to the SUBCONTRACT, SUBCONTRACTOR must issue a VARIATION Request to that effect as described hereafter. Right of CONTRACTOR to vary the WORK Without invalidating any terms and conditions of the SUBCONTRACT, CONTRACTOR may in its absolute discretion make any VARIATION in the form, quality or quantity of the WORK or any part thereof. CONTRACTOR shall accordingly have the power to instruct SUBCONTRACTOR to do and SUBCONTRACTOR shall do any of the following: a. increase or decrease the quantity of any part of the WORK, b. omit any part of the WORK, c. change the character or quality or kind of any part of the WORK, d. change the levels, lines, position and dimensions of any part of the WORK, e. execute additional work of any kind, and f. change the SUBCONTRACT SCHEDULE.

14.3

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No such VARIATION shall in any way vitiate or invalidate the SUBCONTRACT but the value (if any) of such VARIATION shall be taken into account in ascertaining the amount of the adjusted SUBCONTRACT PRICE. For the purpose of this Article and provided that the quantities defined in the Price Schedule Exhibit have been specified as remeasurable, the adjustment to quantities constitutes an adjustment of the MAIN WORK but does not constitute a VARIATION. 14.4 Procedural requirements applicable to the VARIATION Request, proposal and Work Order. No VARIATION Request may be made by SUBCONTRACTOR other than through the CONTRACTOR VARIATION Procedure which defines the SITE MANAGEMENT authority and is described in the Coordination Procedure Exhibit. Unless otherwise stated in the said VARIATION Procedure, a Work Order is valid only if it has been signed by the CONTRACTORs Supervisor, the Subcontracts Administration Manager, the Cost Control Manager, the SITE MANAGER, the SUBCONTRACTOR and, if applicable, the CLIENT. SUBCONTRACTOR may propose a VARIATION to CONTRACTOR only under the conditions specified hereafter. 14.4.1 VARIATION initiated by CONTRACTOR a. All VARIATIONS initiated by CONTRACTOR shall be subject to the issuance of a VARIATION Request. Such a request shall specify the nature and the extent of the VARIATION by reference to the SUBCONTRACT. Within eight (8) DAYS from receiving such a request, SUBCONTRACTOR shall prepare and submit to CONTRACTOR a VARIATION proposal which shall identify all and any effects, in particular those to the SUBCONTRACT PRICE and SUBCONTRACT SCHEDULE, that would result from the implementation of the VARIATION would cause. Without prejudice to the provisions of b) below, after the VARIATION proposal has been discussed and all effects of the VARIATION Request have been finally agreed by CONTRACTOR and SUBCONTRACTOR, CONTRACTOR will issue to SUBCONTRACTOR a Work Order. CONTRACTOR will subsequently incorporate the Work Order into the SUBCONTRACT by a SUBCONTRACT amendment. b. In case the PARTIES disagree on the terms and conditions of the VARIATION or in case of work to be urgently performed, CONTRACTOR may issue a Work Order pending such agreement on terms and conditions of such VARIATION and SUBCONTRACTOR shall proceed with the VARIATION works. c. No CONTRACTOR - initiated VARIATION shall be implemented by the SUBCONTRACTOR without being in possession of a Work Order which shall be deemed by SUBCONTRACTOR as an instruction to proceed. The commencement of execution of any WORK related to a CONTRACTOR - initiated VARIATION without a Work Order will be construed as acceptance by SUBCONTRACTOR that such WORK does not constitute a VARIATION. 14.4.2 VARIATION initiated by SUBCONTRACTOR If SUBCONTRACTOR believes that any change in the conditions of execution of the SUBCONTRACT or any event whatsoever has occurred during the performance of the WORK that constitutes a VARIATION, SUBCONTRACTOR may, within fifteen (15) DAYS from their first occurrence, submit a VARIATION Request to CONTRACTOR. This request shall provide sufficient details, as further specified in the Coordination Procedure Exhibit, to permit CONTRACTOR to thoroughly analyse and evaluate the nature, the validity, the schedule impact and the monetary extent of its VARIATION Request. Failure by SUBCONTRACTOR to submit its request in full compliance with the requirements of the Coordination Procedure Exhibit and within the fifteen (15) DAYS period shall cause SUBCONTRACTOR to forfeit any entitlement to either an adjustment to the SUBCONTRACT SCHEDULE, or compensation for the alleged VARIATION. If, and to the extent that, CONTRACTOR agrees that the VARIATION Request is valid, CONTRACTOR will notify SUBCONTRACTOR in writing and issue an APPROVED Work Order which shall be subsequently incorporated into the SUBCONTRACT by a SUBCONTRACT amendment. Under no circumstances shall SUBCONTRACTOR at any time delay or stop the WORK related to such VARIATION request.GTC - ANG

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CONTRACTOR shall not consider any request from SUBCONTRACTOR for a change where the scope of WORK is not affected or which is merely a closer definition, change in detail or alteration in the manner in which the MAIN WORK is to be carried out or which is a normal engineering development. 14.4.3 Method to price a VARIATION The VARIATION shall be priced in accordance with the rates and prices as set out in the SUBCONTRACT if, and in so far as, those rates are applicable. If CONTRACTOR considers that the rates and prices set out in the SUBCONTRACT are not applicable to the VARIATION because the type of VARIATION is substantially different from that of the WORK, then a value may be set by mutual agreement. SUBCONTRACTORs estimate of the value of the VARIATION shall be presented in a format compatible with the requirements set forth in the SUBCONTRACT. If no agreement is reached as to the value or any other effect of any VARIATION, CONTRACTOR shall determine the value or any other effect of the VARIATION. CONTRACTOR shall be entitled to direct SUBCONTRACTOR as to the method to be used to establish the proposed amount of the VARIATION or to direct SUBCONTRACTOR to re-establish the said amount using one or a combination of the following methods: a. On the basis of unit prices included in the Price Schedule Exhibit, b. On the basis of new unit prices which shall be compatible with the actual costs incurred by SUBCONTRACTOR if the main Price Schedule(s) cannot be applied. The new rates for a new work item will be calculated whenever possible by reference to and consistently with the existing unit prices. To become final, this new item must be recorded in an amendment to the SUBCONTRACT, c. On a lump sum basis, d. On the basis of hourly labour and daily and / or monthly equipment rates included in the Price Schedule Exhibit, e. As a cost plus percentage fee for additional supplies and services. Unless otherwise specified, in case c), d) and e) the Work Order amount will be deemed to be inclusive of direct and indirect costs and shall therefore not contribute to the final cost amount used to calculate the final indirect costs. 14.5 Work recording - Statements A work statement shall record that the VARIATION covered in the Work Order has been completed and agreed as such by CONTRACTOR. When the pricing methods specified under Article 14.4.3 items a) b) and d) have been selected, this statement shall also indicate the final amount of the VARIATION based on the final agreed and measured quantities. 14.6 14.7 No VARIATION shall entitle SUBCONTRACTOR to any revision of the SUBCONTRACT SCHEDULE, unless confirmed in the Work Order. Remedial measures requested by CONTRACTOR for the WORK to comply with good practices and/or with the specifications applicable to the SUBCONTRACT shall not under any circumstances be considered as a VARIATION. Additional supplies and services outside the general scope of the SUBCONTRACT If CONTRACTOR issues a VARIATION Request for SUBCONTRACTOR to provide additional supplies and/or services which are outside the general scope of the SUBCONTRACT, SUBCONTRACTOR shall obtain three (3) competitive sealed bids from APPROVED suppliers, prepare a bid evaluation report and submit a recommendation to CONTRACTOR. After CONTRACTOR has chosen the successful supplier, CONTRACTOR will issue a Work Order and pay to SUBCONTRACTOR the amount of supplies and/or services, as ascertained from the supplier - prepared invoices plus a fee of ten percent (10%).GTC - ANG

14.8

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The amounts as shown on the invoices shall cover the following: a. Supplies The quantities are those shown on the Work Order. Their actual delivery must be checked by CONTRACTOR. The fee compensates SUBCONTRACTOR for all expenses related to the supply services (including, but not limited to purchasing, expediting, inspection, invoicing, packing, transportation, SITE handling). It also includes SUBCONTRACTOR's overheads and profit. b. Services by third parties The fee compensates SUBCONTRACTOR for all expenses related to the preparation, issue and followup of sub-orders, the responsibility for execution of the services, supervision and co-ordination of the services and generally all factors associated with quality and timely delivery. 15. 15.1 SUBCONTRACT FOLLOW UP AUDIT/ACCOUNTS AND CLOSE-OUT Examination of SUBCONTRACTOR's records and accounts SUBCONTRACTOR shall maintain records and accounts in connection with the performance of this SUBCONTRACT which will accurately document incurred costs both direct and indirect, of whatever nature for a period of not less than twenty four (24) months after the issuance of the Final Acceptance Certificate or after earlier termination of the SUBCONTRACT. CONTRACTOR and CLIENT or its duly authorised representative shall have access, at all reasonable times, to SUBCONTRACTOR's and its sublet subcontractors' books, records, correspondence, instructions, invoices, plans, drawings, receipts, vouchers and memoranda of every description pertaining to WORK for the purpose of auditing and verifying the cost of the WORK or for any other reason associated with the WORK. CONTRACTOR and CLIENT and its authorised representatives shall have the right to reproduce any of the aforesaid records. SUBCONTRACTOR shall preserve, and shall include in its subcontracts a similar obligation to preserve, all the aforesaid documents for a period of not less than twenty-four (24) months after the date of the Final Acceptance Certificate or after earlier termination of the SUBCONTRACT. It is hereby specified that in case of any dispute or disagreement on any topic, item, price or subject related to the SUBCONTRACT, SUBCONTRACTOR's obligations to preserve records shall continue until such dispute or disagreement shall be finally settled. 15.2 15.2.1 Access SUBCONTRACTOR agrees to allow CONTRACTOR and CLIENT freedom of access at all reasonable times to all places where WORK is performed or relevant information is stored, for the purpose of expediting and reviewing the perform and progress of WORK and all documents in SUBCONTRACTOR's possession prepared or in the course of preparation in performance of WORK including those services and work performed by its sublet subcontractors. On presentation of evidence of their identity and title, the CLIENT and CONTRACTOR's representatives have access to all the offices, areas of work and facilities of the SUBCONTRACTOR and its sublet subcontractor's on the WORKSITE. 15.2.2 SUBCONTRACTOR agrees to endeavour to arrange with licensors/vendors and plant owners access to CONTRACTOR and CLIENTs representatives to visit and/or obtain necessary information on operating performance of similar operating plant and equipment. Close-Out of SUBCONTRACT SUBCONTRACTOR is required under the SUBCONTRACT to submit at the time of the Completion of the WORK its Proposed Final Financial Statement for the close-out of the SUBCONTRACT. SUBCONTRACTOR agrees and covenants that it shall not be entitled to increase any of the amounts of the total shown on the said Statement or make any request for a VARIATION after submittal thereof.GTC - ANG

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If after checking, CONTRACTOR agrees with the above amount, the amount of the SUBCONTRACT PRICE will be indicated on the Close-Out Amendment which covers the WORK actually performed under the SUBCONTRACT without prejudice to any errors or other corrections including backcharges as the case may be, which CONTRACTOR may notify SUBCONTRACTOR until the date of Final Acceptance of the WORK. 16. 16.1 16.1.1 WORK CONFORMITY CHECKS Type and costs Statutory checks These are the quality, quantity and dimensional checks that SUBCONTRACTOR must legally perform or have carried out at its own cost. 16.1.2 Contractual checks These are the quality, quantity and dimensional checks that SUBCONTRACTOR must perform or have performed at its own cost under the SUBCONTRACT. 16.1.3 Additional checks These are the quality, quantity and dimensional checks that CONTRACTOR may decide to perform or have carried out. If the results are in conformity with the specifications, the costs shall be borne by CONTRACTOR. If the results are not in conformity with the specifications, the costs shall be borne by SUBCONTRACTOR. SUBCONTRACTOR shall provide its full assistance as regards equipment, personnel, and access to the WORKS. 16.2 Notification of results SUBCONTRACTOR undertakes to perform or have carried out all the inspections for which he is responsible (either under law and/or under the SUBCONTRACT) as the WORK proceeds. It shall provide the results to CONTRACTOR as soon as they are known. SUBCONTRACTOR is fully responsible for documenting the conformity of the verified WORK. The inspection records must evidence that the conformity has been obtained. Any deficiency in the process or in the records will be deemed a default under the SUBCONTRACT. All these tests and inspections are recorded on "Request of Inspection and Test" forms to be signed by SUBCONTRACTOR's and CONTRACTOR's representatives called to witness the inspections or tests. 16.3 Covered or hidden work No WORK may be covered or hidden without the prior APPROVAL of the SITE MANAGER which shall, within reasonable time, make all the necessary arrangements to check the WORK. SUBCONTRACTOR shall record all data required for its preparation of "as-built" drawings. SUBCONTRACTOR shall give due notice to CONTRACTOR whenever such work is ready for examination, measurement or testing. If so instructed by CONTRACTOR, SUBCONTRACTOR shall uncover any part of the WORK. If the uncovered part of the WORK is not in compliance with SUBCONTRACT requirements, SUBCONTRACTOR shall reinstate and make good such part of the WORK to CONTRACTOR's satisfaction at its own cost. If any part of the WORK having been covered up after complying with above paragraph, is in accordance with the SUBCONTRACT, the cost incurred by the SUBCONTRACTOR in complying with CONTRACTOR's instruction shall be certified by CONTRACTOR and treated as a VARIATION.

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16.4

Marking - Identifying SUBCONTRACTOR undertakes to maintain visible or, as the case may be, to re-mark any conventional markings on used and excess EQUIPMENT and MATERIAL. All connections between vessels and / or equipment shall be carefully identified in accordance with drawings, in such a way that identifications remain visible after WORK completion. The numbers of the erection area shall be marked with indelible ink on all components.

16.5

Work found not to be up to standards during the progress of the WORK During the WORK, the SITE MANAGER may instruct SUBCONTRACTOR to perform the following:

16.5.1 16.5.2

Remove or replace of any SUBCONTRACTORs EQUIPMENT and MATERIAL that is not compliant with the SUBCONTRACT. Demolition and/or rework of any WORK that is not compliant with drawings, standards, job and/or general specifications, even if tests and/or payments concerning this work have been already made. These instructions must be implemented in the shortest possible time, at SUBCONTRACTOR's cost, and shall not entitle SUBCONTRACTOR to request a VARIATION. In the event of SUBCONTRACTOR's failure to perform the instructions, CONTRACTOR reserves the right to have the WORK corrected at the SUBCONTRACTOR's expense and responsibility without altering the terms of the SUBCONTRACT without prejudice to CONTRACTORs other remedies at law or under the SUBCONTRACT.

17. 17.1

TITLE AND TRANSFER The property of the SUBCONTRACTORs EQUIPMENT, MATERIAL and WORK will gradually vest in the CONTRACTOR as they are manufactured and performed, whether completed or not. Such transfer of title and property shall not in any way affect CONTRACTORs rights or SUBCONTRACTORs obligations as set forth in other provisions of this SUBCONTRACT. In the case of subcontracted WORK, SUBCONTRACTOR shall include for its benefit the same property transfer provisions in its subcontracts. SUBCONTRACTOR warrants good title to all SUBCONTRACTORs EQUIPMENT and MATERIAL supplied under the SUBCONTRACT. Upon delivery at the SITE, or before payment is made, SUBCONTRACTOR shall, if so required by CONTRACTOR, issue a written statement containing a confirmation that there is no retention of title, lien, charge or encumbrance whatsoever with respect to the relevant item of SUBCONTRACTORs EQUIPMENT and MATERIAL. Nothing provided for in this Article shall relieve SUBCONTRACTOR from its obligations under the SUBCONTRACT. SUBCONTRACTOR shall retain full responsibility and authority for the care, custody and control of any part of the WORK and any item of MATERIALS and EQUIPMENT as may be necessary in connection with the execution of the WORK until the Completion of the WORK. The care, custody and control of CONTRACTORs MATERIALS and EQUIPMENT will pass from CONTRACTOR to SUBCONTRACTOR upon delivery of such MATERIALS and EQUIPMENT to SUBCONTRACTOR until the Completion of the WORK. SUBCONTRACTOR shall ensure that purchase orders and sublet subcontracts contain appropriate provisions to adequately protect CONTRACTOR's rights as stated above.

17.2

Ownership of all drawings, specifications, requisitions, calculations and other documents supplied by SUBCONTRACTOR and/or any of its suppliers or sublet subcontractors to CONTRACTOR in connection with the SUBCONTRACT shall vest in CONTRACTOR as they are prepared whether complete or not. CONTRACTOR shall have the right to use such drawings, specifications, requisitions, calculations and other documents for any purpose whatsoever, without any obligation of any kind to SUBCONTRACTOR or any of its suppliers or sublet subcontractors. The foregoing shall not be construed as a limitation of SUBCONTRACTOR's obligations pursuant to Article 6 and SUBCONTRACTOR shall not make any reference to CONTRACTOR or CLIENT and/or the project

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in re-using the standard drawings, specifications, requisitions, calculations and other documents referred to in this Article without, in each case, obtaining CONTRACTOR's prior APPROVAL. SUBCONTRACTOR shall ensure that purchase orders and sublet subcontracts contain appropriate provisions that adequately protect CONTRACTOR's and CLIENT's rights, as stated above. 17.3 Drawings or other documents such as reports, specifications, studies, calculation sheets supplied to SUBCONTRACTOR by CONTRACTOR shall remain the property of CONTRACTOR. Consequently, SUBCONTRACTOR may only use these drawings and documents for the performance of its contractual obligations and subject to the applicable confidentiality provisions. In addition, unless otherwise agreed, SUBCONTRACTOR shall return to CONTRACTOR, upon Final Acceptance of the WORK, all originals, reproduction or copies of drawings and documents still in its possession. CONTRACTOR shall be free to use for the purpose of the CONTRACT the drawings and documents including the related software prepared in connection with the SUBCONTRACT on the SUBCONTRACTOR's letterhead or under its logo. 17.4 When the WORK has to be released to a third party to allow use for another work prior to the certification of the Completion of the WORK, a Transfer Certificate or Occupation Certificate shall be drawn up. This document shall indicate: Date of actual transfer Progress of the WORK Brief reason for the transfer or use. This document shall be signed by the SITE MANAGER. 18. 18.1 COMPLETION OF THE WORK Conditions for Completion of the WORK The Completion of the WORK, whether it includes one or several portions of the WORK, shall be certified only after total completion of the WORK (including all as built deliverables) in accordance with the provisions of the SUBCONTRACT. A Completion of the WORK certificate will be issued by CONTRACTOR. However, CONTRACTOR may request prior Completion of the WORK of a part of the WORK. In this case, the date of the Completion of the WORK of the last part of the WORK shall be considered both as the start date for the WARRANTY PERIOD and the date of taking over of the WORK supplied to CONTRACTOR by SUBCONTRACTOR. 18.2 18.2.1 Request for Completion of the WORK By SUBCONTRACTOR A written request for Completion of the WORK must be sent to the SITE MANAGER, indicating the proposed date for the acceptance visit. A minimum ten (10) DAYS notice should be given. Within two (2) working days of receipt of the SUBCONTRACTOR's request, the SITE MANAGER will advise SUBCONTRACTOR in writing of the accepted date. 18.2.2 By the SITE MANAGER Completion of the WORK of the whole or part of the WORK may be requested by the SITE MANAGER. In that case SUBCONTRACTOR is notified in writing of the date of Completion of the WORK visit. A minimum five (5) DAYS notice should be given.

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18.2.3

Date of Completion of the WORK visit In the case of Article 18.2.1 above, the date selected for the Completion of the WORK visit shall not be later than five (5) DAYS after the date proposed by SUBCONTRACTOR. In the case of Article 18.2.2 above, the date of the Completion of the WORK visit shall be as proposed by the SITE MANAGER, unless SUBCONTRACTOR has serious reasons which shall be duly justified for changing the date. The visit shall not take place later than five (5) DAYS after the date proposed by the SITE MANAGER.

18.3 18.3.1 18.3.2

Completion of the WORK visit The Completion of the WORK visit is carried out by CONTRACTOR and witnessed by the duly authorised representative/representatives of SUBCONTRACTOR. SUBCONTRACTOR's absence does not prevent the inspection for Completion of the WORK from taking place and does not affect in any way the validity of the decisions made at the end of the Completion of the WORK visit. Completion of the WORK Certificate Issuance of the Certificate At the end of the Completion of the WORK visit, CONTRACTOR: either certifies Completion of the WORK without punch-list items, or certifies Completion of the WORK with punch-list items, or refuses Completion of the WORK. This decision is recorded on a certificate which is: drawn up by SITE MANAGER, signed by a CONTRACTOR's representative having relevant power to sign the document, signed by the SUBCONTRACTOR when present, notified to SUBCONTRACTOR within two (2) working days from the day following the last day of the Completion of the WORK visit, if the SUBCONTRACTOR is absent. The date on the Completion of the WORK Certificate must be the last day of the Completion of the WORK visit.

18.4 18.4.1

18.4.2

Written consent of SUBCONTRACTOR Any comments by SUBCONTRACTOR concerning Completion of the WORK punch-list items or refusal must be provided in writing within eight (8) DAYS of the date of notification by CONTRACTOR. It is expressly stated that after this date, SUBCONTRACTOR shall be deemed to have accepted the punchlist items or refusal of Completion of the WORK.

18.5 18.5.1

Completion of the WORK without punch-list items Prerequisites The Completion of the WORK is certified by CONTRACTOR after it has been jointly verified that the WORK is complete and in conformity with the SUBCONTRACT and in particular that: a. the entirety of the WORK as described in the SUBCONTRACT has been completed, b. the quality, appearance and positioning of the WORK is satisfactory, c. the WORK is in compliance with any drawings, specifications and data sheets.

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Completion of the WORK shall not be certified until: d. all tests including if applicable, any pre-commissioning tests have been satisfactorily carried out, e. f. g. all test sheets and inspection reports have been APPROVED by CONTRACTOR, all certified "as-built" construction and identification documents have been received by CONTRACTOR, As the case may be, the operating instructions for the SUBCONTRACTORs EQUIPMENT have been received by CONTRACTOR,

h. the last Monthly Financial Status Report has been submitted for APPROVAL. 18.5.2 Taking over of the WORK The notification of the Completion of the WORK Certificate without punch-list items to the SUBCONTRACTOR by CONTRACTOR implies that, with effect from the date specified in Article 18.4.1 above, the WORK is taken over by CONTRACTOR. 18.6 18.6.1 Completion of the WORK with punch-list items Prerequisites Completion of the WORK may only be certified by CONTRACTOR if the prerequisites of Article 18.5.1. a, b and c. are substantially met and punch-list item(s) relates/relate to minor requirements, and that outstanding work can be completed while the PLANT is in operation or being commissioned and provided also that the performance of such work does not constitute an hindrance to users. However, Completion of the WORK with punch-list items shall not be certified if the requirements in the Articles; 18.5.1 d, 18.5.1 e, 18.5.1 f, 18.5.1 g, 18.5.1 h, have not been fully met and jointly verified. 18.6.2 Completion of the WORK Certificate with punch-list items Punch list states the list of omissions and/or minor defects recorded and indicates the corresponding works and services to be performed. Unless a special exception is granted by CONTRACTOR, it requires SUBCONTRACTOR to make every effort to complete the WORK within thirty (30) DAYS from the official date of the Completion of the WORK with punch-list items. 18.6.3 Performance of the WORK required for punch-list items to be corrected: a. If CONTRACTOR chooses or notifies SUBCONTRACTOR that the CLIENT chooses to perform the whole or part of the works and services required for the punch-list items to be corrected, SUBCONTRACTOR shall give its written consent so that CLIENT and/or CONTRACTOR may perform such works and services, using any mea