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PURCHASE ORDER

(PO Number Inserted here)

_________________________________________
- and YANBU ARAMCO SINOPEC REFINERY CO LTD

______________________________________
PURCHASE ORDER

PROJECT:

Yanbu Export Refinery Project

Day / Month / Year

PURCHASE ORDER
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THIS PURCHASE ORDER (the Purchase Order) is made on the __ day of _________,
2012
BETWEEN:
________________________________ a company incorporated in
____________________________having
its
offices
at
____________________________________________________________(the
Vendor);
And
YANBU ARAMCO SINOPEC REFINERY CO LTD , formed and operating under
the laws of Saudi Arabia having its offices at (insert physical address) (the
Company or Buyer

WHEREAS
(A)

The Company is engaged in a project for the construction and operation of a


world-scale petroleum refining complex to be located at Yanbu, Saudi Arabia (the
Yanbu Aramco Sinopec t Refinery Project (Project);

(B)

SAUDI ARAMCO affiliates, Aramco Services Company (ASC) and Aramco


Overseas Company B.V. (AOC), and Sinopec and its affiliates (collectively
referred to herein and after as COMPANY or BUYER). The Parties have
formed a corporate entity (Yanbu Aramco Sinopec Refinery or YASREF) to be
owned by AOC, Sinopec (or one or more of their respective affiliates or associated
companies) and potentially other third party investors that will own and/or operate
the Project or parts thereof.

(C)

The Company now wish that the Vendor design, manufacture and supply the
Goods (as hereinafter defined), to be used in the construction and operation of the
Project on the terms and conditions of the Contract, as defined below.

(D)

Notwithstanding anything to the contrary in the Purchase Order, Sinopec and ASC
are acting under joint, but not several, liability towards the Vendor in respect of any
rights and obligations in connection with this Purchase Order.

ASSIGNMENT, NOVATION AND SUBCONTRACTING

PURCHASE ORDER
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Neither Company nor Vendor may assign (whether absolutely or by way of
security and whether in whole or in part), transfer, mortgage, charge or otherwise
dispose in any manner whatsoever of the rights, benefits or obligations under this
Purchase Order without the consent of the other party save that COMPANY may
assign or transfer its rights under this Purchase Order:
(a)

as security to any financial institutions or an agent or trustee of the same


who are providing finance to YASREF for the design, fabrication, testing,
commissioning, operation, maintenance, repair or alteration of the Goods
(FUNDERS and each a FUNDER) on the understanding that FUNDERS
may further assign or transfer COMPANYs rights under this Purchase
Order to any person acquiring the Goods as a result of the enforcement of
security given in respect of it;

(b)

to any affiliate of ASC and Sinopec which for this purpose shall include
YASREF or any other related entity requiring the rights and licenses in this
Purchase Order to design, fabricate, test or operate the Goods;

(c)

to any successor of COMPANY in its business, or in the part of its business


to which this Purchase Order relates; or

(d)

as otherwise expressly provided in Purchase Order, providing that


COMPANY first procures from the prospective novatee undertakings of
confidentiality to COMPANY or Vendor on terms no less stringent than
those set out in this Purchase Order.

Vendor acknowledges that, pursuant to the financing in relation to the Project,


Vendor may be requested to enter into a direct agreement with any FUNDER.
Vendor agrees to enter into any such agreement which provides any FUNDER
with rights on commercially reasonable terms to be notified of breaches of this
Purchase Order by Vendor, to require that any amounts due to Company
hereunder be paid direct to a FUNDER and to step-in and cure any such breach
and on and at any time following an event of default in relation to the financing of
the Project, to step-in, manage, operate and/or sell the UNIT and/or interest of
Company.
Notwithstanding the foregoing, COMPANY intends to novate this Purchase Order
to an EPC contractor to be selected by COMPANY (Buyer). Vendor hereby
consents to such Novation in accordance with the terms in Schedule 11, agrees to
execute and accept the form of novation agreement and accept such novation and
to continue performance under this Purchase Order without interruption.
Vendor shall not without COMPANYs prior written consent (not to be
unreasonably withheld) sub-contract or delegate in any manner whatsoever
Vendors performance under this Purchase Order.
COMPANY may at any time by notice to Vendor require that Vendor promptly
enter into with YASREF and/or an EPC contractor selected by COMPANY
(NOVATEE), as applicable, a transfer or Novation of all or any part of the rights
and obligations of COMPANY under this Purchase Order to the NOVATEE in the
form provided in Schedule 11 or any other reasonable form provided by

PURCHASE ORDER
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COMPANY with the exception of the confidentiality obligations, which shall remain
in force for the duration of this Purchase Order.
2

THE BUYER AND VENDOR AGREE AS FOLLOWS:


2.1

In this Purchase Order, words and expressions shall have the same
meanings as are respectively assigned to them in the General Conditions of
Purchase and the Special Terms and Conditions annexed to this Purchase
Order (the Conditions).

2.2

The following documents shall be deemed to form the Purchase Order and
are hereby incorporated by reference into the Purchase Order:
2.2.1

this Purchase Order;

2.2.2

the Schedules to this Purchase Order; and the Conditions.

The following comprise the Schedules and attachments to this Purchase Order:

Schedule 1A

Pricing

Schedule 1 B

Payment Schedule

Schedule 2

Description of the Goods and Specifications for the


Goods

Schedule 3

Goods & Data Delivery Schedule

Schedule 4

Bank Guarantee

Schedule 5

Manufacturing Standards and Marking and Packing


Standards

Schedule 6

Performance Criteria (as required)

Schedule 7

Incidental Visits Terms and Conditions

Schedule 8

Liquidated Damages for Delay (as required)

Schedule 9

Insurances for Incidental Site Visits

Schedule 10

Form of Direct Agreement with Funders

Schedule 11

Form of Novation Agreement

Schedule 12

Special Terms and Conditions

Schedule 13

General Conditions of Purchase

2.3

In the event of any discrepancy, ambiguity or divergence between any of the


documents forming part of the Purchase Order, the same shall be resolved
by applying the following order of precedence:

PURCHASE ORDER
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2.3.1 this Purchase Order;
2.3.2 the Schedules 1, 8, 9, 10, 11, 12 to this Purchase Order;
2.3.3 the Special Terms and Conditions;
2.3.4 the General Conditions of Purchase
2.3.5 the technical requirements set out in Schedules 2, 3, 5, 6, 7 to this
Purchase Order.
2.4

In consideration of the payments to be made to the Vendor as hereinafter


mentioned, the Vendor hereby covenants to execute and complete all the
work hereunder (including the remedying of any defect in the Goods) in
conformity with the provisions of the Purchase Order.

2.5

The Vendor shall be paid, in consideration of the execution and completion of


the work hereunder (including the remedying of any defect in the Goods), the
Price (as defined in Schedule 1) at the times and in the manner prescribed by
the Purchase Order.

2.6

The Delivery Date for the Goods shall be as follows:


_____________________________________________________________
_____________________________________________________________

2.7

The Delivery Point for the Goods shall be ___________________________.

2.8

The Goods shall be the equipment described in more detail in Schedule 2 to


this Purchase Order.

2.9

The Price shall be fixed in Schedule 1 and paid in _______________.

2.10 The Price shall be paid in accordance with the payment schedule set out in
Schedule 1 to this Purchase Order.
2.11 The terms of delivery of the Goods shall be FOB ______________________
INCOTERMS 2000.
2.12 Vendor shall effect and maintain the insurance requirements set out in
Schedule 9 to this Purchase Order.
2.13 The liability of the Vendor in respect of failure to meet guaranteed
performance levels shall be set out in Schedule 6 of this Purchase Order,
and the liability of the Vendor in respect to failure to met guaranteed delivery
dates shall be set out in Schedule 8 to this Purchase Order.

2.14 For the purposes of notices the relevant details are as follows:
COMPANY

Yanbu Aramco Sinopec Refinery Co. Ltd


(Address and Contact Information to be provided)

PURCHASE ORDER
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Facsimile:
Attention:

Yanbu Aramco Sinopect Refinery Project

VENDOR

______________________________________________

Address:

_____________________________________________
_____________________________________________
_____________________________________________
_____________________________________________

Facsimile:

_____________________________________________

Attention:

_____________________________________________
_____________________________________________

VENDOR DATA (NMR FORM):


All vendor data and drawings should comply with the general requirements
established on the Non-Material Requirements (NMR) document and
should meet the specific types, quantities, and schedule requirements
agreed. All vendor data are to be submitted in accordance with the
attached procedure number 100-YER-DM-D004-0001, Latest Revision
titled IMPORTING VENDOR DOCUMENTS INTO DOCUMENTUM VIA
THE INTERNET.
If you have any questions concerning this action, please contact the
following:
(Insert Contact Information)
2.15 This Purchase Order shall be governed by the laws of England and Wales
and, subject to the right of either party to enforce any judgment obtained in
the English Courts in any other jurisdiction, the parties to this Purchase Order
hereby irrevocably submit to the jurisdiction of the English courts.

Project Manager / Executive Sponsors


3.1 Project Manager
_______________________________ has been assigned as Vendor's Project
Manager for the execution of this Purchase Order, including the issue of
notices and all communications. The Project Manager shall be responsible for
the implementation and management of all activities required for successful
completion of the work. Vendor shall at all times insure that the Project
Manager is provided with resources that are appropriate and adequate to
ensure completion in accordance with the Purchase Order requirements.

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3.2 Executive Sponsors
COMPANY hereby appoints _______________________________________
as Executive Sponsor of this Purchase Order. The Executive Sponsor shall
remain aware of COMPANYs obligations and performance under this
Purchase Order and shall be available at all reasonable times to Vendor's
management representatives for consultation as required.
Vendor hereby appoints ___________________________________________
as Executive Sponsor of this Purchase Order. The Executive Sponsor shall
remain aware of Vendors obligations and performance under this Purchase
Order and shall be available at all reasonable times to COMPANY's
management representatives for consultation as required.
4

Spare Parts
Vendor, or its affiliates, shall maintain repair facilities during the term of this
Purchase Order, and for a period of ten (10) years thereafter. In addition, Vendor
shall make available Vendor spare parts, as well as its sub-vendor spare parts, for
a period of ten (10) years after withdrawal from sale of any of the goods or parts
provided hereunder. Vendor shall provide COMPANY twelve (12) months written
notice of Vendors or its sub-vendors intention to withdraw from sale any of the
goods or parts provided under this Purchase Order. After discontinuance of such
availability, best efforts will be made by Vendor to provide functionally equivalent
spare parts at an economic price in line with the cost of manufacturing or procuring
such spare parts at the time of supply.

Project Management
5.1 Given the size and complexity of the Project, COMPANY has combined its own
resources with designated personnel from KBR, who have been assigned to
the Project to support aspects of its administration and execution and who are
organized and managed by COMPANY.
5.2 The day to day administration and management of the Purchase Order will be
performed by COMPANY Representatives (assigned to specific portions of the
work); COMPANY reserves the right to assign those positions and
responsibilities to any personnel regardless of whether such personnel are
employees of COMPANY or KBR.
5.3 Prior to or concurrent with the execution of the Purchase Order, COMPANY
may provide the Vendor with a letter confirming the names and scopes of
responsibilities of the individuals assigned to the positions of COMPANY
Representative, Project Technical Representative and Project Procurement
Representative under the Purchase Order. COMPANY reserves the right to
replace any of those individuals at any time or from time to time.

PURCHASE ORDER
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6

Preference for Saudi Carriers


Whenever Vendor procures material or makes transportation arrangements,
COMPANY encourages Vendor to contact Saudi Vendors, the two national ocean
carriers, the National Shipping Company of Saudi Arabia (NSCSA) and the United
Arab Shipping Company (UASC), and the national airline, Saudi Arabian Airlines
(SAUDIA), or their representatives (full details of which may be obtained from
COMPANY), and to give them the opportunity of quoting the Vendor's
requirements.

Saudi Arabian Standards Organization ICCP Certification


For any material which Vendor proposes to import and which requires certification
under present Saudi Arabian Standards Organization (SASO) International
Conformity Certification Program (ICCP) regulations, a certificate of conformity will
be required for submittal to the Saudi Arab Customs authorities to allow clearance
of the Goods.
Questions regarding exact standards and procedures for ICCP certification should
be directed to the SASO appointed Program Manager:
SASO Program Manager (ICCP)
P.O. Box 3437, Riyadh 11471, Kingdom of Saudi Arabia
Tel. No. (966) (1) 452 0101
Fax. No. (966) (1) 456 9977
For a complete list of all other regional offices and contacts, go to www.iccp.com.

Sub-vendors / Sub-contractors
Vendor shall use the following sub-vendors / sub-contractors. All others will
be considered substitutes and prior approval by COMPANY will be required
prior to shipment.
Bidder shall submit a list of sub-vendors / sub-contractors with bid
___________________________________________
___________________________________________
All other material will be per the Project PMAVL.

Annual Shutdowns
Vendors annual shutdowns, if any, are in accordance with the following schedule:
Bidder shall submit a list of scheduled plant shutdowns

10

Labor Contracts
The name of the union(s) and the contractor expiration date(s) of local and national
labor union contracts for Vendor and its sub-vendors / sub-contractors are as stated
below:
Bidder shall submit a list of labor Contracts and expiration dates

11

Assembled Units
The equipment shall be shipped in assembled units consistent with good shipping
practices. When items must be disassembled for shipment, they shall be match

PURCHASE ORDER
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marked. All units and their containers shall be piece marked and show the
Purchase Order and item number. Machined and other unpainted surfaces shall be
fully protected from impact and weather damage with all holes and nozzles plugged
or covered. Protection provided shall be suitable for extended outdoor storage
12

Progress Reports
Every two (2) weeks Vendor shall furnish a job status/progress report referencing
the Purchase Order in such reports. With respect to any Vendor Purchase Orders
with sub-contractor or vendors, Vendor will provide its order numbers, subvendors/ sub-contractors reference numbers and shipping points / manufacturing
locations must be identified. If Vendor falls behind in schedule by four (4) weeks or
more, weekly status / progress reports will be required. In addition, a plan of action
to improve the lost schedule will be required.

13

Conflicting Requirements
Any conflict between the specifications, data sheets, drawings, referenced
standards, and codes shall be brought to the COMPANYs attention, and approved
written clarification shall be obtained before proceeding.

14

Quality Assurance Vendor Requirements


COMPANYs (or its representatives) inspection shall not relieve the Vendor (or its
Vendors) of the responsibility to comply with all the requirements of the Purchase
Orders. The inspector may withhold shipment authorization for any material or
equipment that does not conform to the Purchase Orders.

15

Quality Assurance Release for Shipment Notice


No item shall be shipped by the Vendor until a Release for Shipment notice has
been issued by the inspection representative of the COMPANY.

16

Quality Assurance Inspection and Testing Notification


Written notice of at least seven (7) working days shall be provided to the
COMPANY for each of the following:
A.

THAT FABRICATION IS SCHEDULED TO BEGIN (VENDOR SHALL BE


PREPARED TO PRESENT HIS FABRICATION SCHEDULE AND TO
ESTABLISH INSPECTION SCHEDULE).

B.

THAT EQUIPMENT IS READY FOR INSPECTION.

C.

THAT EQUIPMENT IS READY FOR TESTING.

Any change to the inspection notification shall be conveyed to the COMPANYS


representative at least twenty four (24) hours before the established time. Failure
to do so may be cause for non-acceptance or repeat of the activity at Vendors
expense. The Vendor shall be liable for expenses incurred by the COMPANY or its
representative in instances of a no notification of change.
EACH INSPECTION/TESTING NOTICE SHALL INCLUDE THE FOLLOWING:
A.

PURCHASE
INSTRUMENT
NUMBER,
INSPECTION(S) OR TEST(S) INVOLVED.

ITEM

NUMBER,

AND

PURCHASE ORDER
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17

B.

LOCATION OF ITEM.

C.

DATE ITEM WILL BE READY FOR INSPECTION OR TEST.

D.

VENDOR'S CONTACT NAME AND PHONE NUMBER.

E.

SHOP AWARD NUMBER (IF APPLICABLE).

Expediting and Inspection


COMPANY reserves the right to expedite and/or inspect the Goods at the source
of manufacture, including sub-orders at the manufacturing facilities of any subvendor or sub-contractor. Access to any vendor / sub-vendor / sub-contractor
facility shall be given to representatives of COMPANY at any time upon
reasonable notice to Vendor. This notice is to allow the Vendor time to advise
any involved sub-vendor / sub-contractor. The Vendor shall ensure that all of the
expediting and inspection clauses included in the Purchase Order are made part
of any sub-orders / sub-contracts placed by Vendor or its sub-vendors / subcontractors.

PURCHASE ORDER
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18

Inspection
If source inspection is required, the inspection criteria form shall be utilized. The
inspection plan shall indicate the documentation that must be provided to
COMPANY or its representative and the witness and mandatory hold points for
shop inspection that are required by the Purchase Order.
Vendor shall notify COMPANY or its representative, at least five (5) working days
prior to start of fabrication. During fabrication and assembly, Vendor shall notify
COMPANY or its representative at least seven (7) working days prior to
designated hold points to allow for inspection.
Items subject to inspection and testing, as identified in the specifications, will not
ship until Vendor receives the release notice signed by COMPANYs
representative. A copy of the release notice shall be attached to each final billing
to ensure prompt payment.

19

Expediting and Inspection of sub-vendors


Notwithstanding the foregoing paragraphs, Vendor agrees to perform all inspection
and expediting of sub-vendors / sub-contractors and that the cost of these services
has been included in the pricing. In addition, the Vendor shall allow COMPANYS
inspector to inspect and expedite Goods provided by any and all sub-vendors.
If Vendor or Company identifies a potential problem at the sub-vendor Vendor level,
a corrective action plan acceptable to Company must immediately be developed
and implemented by the Vendor. In the event Vendor fails to immediately develop
or implement an acceptable corrective action plan, and such services must be
performed by Company, Vendor will reimburse Company for performance of such
services. The Company will imitate a backcharge to Vendor for all costs for
performing such services. Failure by Vendor to promptly process backcharges may
result in delaying payment of Vendor Invoices.

20

Export Control Compliance


Vendor will be responsible for complying with all applicable laws and regulations
governing the export or re-export of products, services, software or technology
used or provided in carrying out its responsibilities under this Purchase Order,
including (but not limited to) the Export Administration Regulations (EAR)
maintained by the U.S. Department of Commerce, trade and economic sanctions
regulations maintained by the Treasury Departments Office of Foreign Assets
Control (OFAC), and the International Traffic in Arms Regulations (ITAR),
maintained by the U.S. Department of State.
Vendor shall ensure that all personnel, agents, freight forwarders and other
Vendors working for Vendor to carry out its obligations under the Purchase Order
are reputable and understand Vendors and their obligations under applicable
export regulations.
Prior to placement of any Purchase Order or awarding any contract on the Project,
Vendor shall screen all sub-vendors and/or sub-contractors against all U.S.
government or United Nations list of persons, entities or countries whose export
privileges have been denied or limited or with whom persons or entities are
restricted from doing business. Vendor shall maintain records of all parties,

PURCHASE ORDER
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screened, the dates of the screenings, the findings of the screenings, and the
name of the individual that performed the screening. Vendor shall submit this
screening documentation on a quarterly basis (and immediately upon finding any
denied or restricted parties) to COMPANY. Vendor will not, in connection with this
Project, conduct any business or engage in discussions or negotiations with any
person or entity on any such list.
Vendor shall be responsible for obtaining any license or other authorization
(license) required under the EAR, OFAC regulations, ITAR or other export control
regime for any products, services, software or technology used or provided in
carrying out its responsibilities under this Purchase Order. Vendor will identify in
writing to COMPANY those items, technology, and software for which an export
license is required and provide export classification and licensing information
necessary for export documents, including but not limited to the appropriate Export
Control Classification Number (ECCN) from the Commerce Control List and similar
classification from any other applicable export control regime, the applicability of
license exceptions, license numbers, copies of licenses and any other information
requested by COMPANY to ensure or evidence compliance with applicable export
and re-export control laws.
Vendor shall maintain and, upon request, provide to COMPANY a copy of a
documented export compliance program. Vendors export compliance program
shall include, at a minimum, (1) retention for a period of five years from the date of
the last export or re-export transaction of all records pertaining to all exports and
subsequent re-exports in which Vendor has served in any capacity; (2) screening
of all carriers, customers, Vendors and any other parties to export transaction for
the purpose of determining whether they appear on any government lists
described hereinabove; (3) documented policies explaining how to identify Red
Flags as defined in 15 C.F.R. 732, Supplement 1 and mandating inquiry into the
circumstances surrounding the presence of Red Flags to ensure that exports will
not result in regulatory violations; (4) policies and procedures for preventing
release of technology to non-U.S. nationals except such releases that are
authorized under the Export Administration Regulations; (5) policies and
procedures for ensuring that exports requiring export licenses and re-exports
requiring re-export licenses do not proceed in the absence of authorization under a
valid export license from the U.S. Bureau of Industry and Security or other
applicable licensing authority; and (6) regular awareness training regarding the
Export Administration Regulations, the Foreign Trade Statistics Regulations, the
International Traffic in Arms Regulations and other applicable regulations
governing the export and re-export of products, services, software or technology,
as well as the Foreign Corrupt Practices Act and related regulations for all
appropriate employees.
Prior to receiving final payment for its work hereunder, Vendor shall provide to
COMPANY an affidavit affirming to COMPANYs satisfaction that Vendor has
complied fully with its export compliance obligations set forth in the Purchase
Order and under applicable law.

PURCHASE ORDER
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IN WITNESS whereof this Purchase Order has been executed and delivered as a
Purchase Order on the day and year first above written.

YANBU ARAMCO SINOPEC REFINERY


COMPANY LTD

By:
Print Name: __________________________
Title:

President

Date: _________________
____________________________________
VENDOR:
By:
Print Name: __________________________
Title:

______________________________

Date: _________________

PURCHASE ORDER
(PO Number Inserted here)

Schedule [1 A]
Pricing
Each
1 Lot Delivery FOB__________

1 Set of Gaskets & 10% Bolting Included


Purchase Order Total:

Optional Pricing:
________________________________________________________
________________________________________________________
________________________________________________________
________________________________________________________
________________________________________________________
________________________________________________________
________________________________________________________

All pricing is firm through shipment.

PURCHASE ORDER

Schedule [1 B]
Payment Schedule
MILESTONE PAYMENT SCHEDULE AND TERMS
Page 1 of 2
The Buyer shall pay to the Vendor in accordance with the following payment schedule
promptly after approval of the invoice by the Buyer. Prior to any payment the Performance
Bond required under Schedule 4 or a Bank Guarantee in the amount of the invoice shall
be in effect.
Milestone Payment Schedule
NET 45 Days after receipt of invoice
1. __% upon placement of order for ______________
2. __% upon receipt of all material
3. __% upon readiness to ship accompanied by an Inspection Release
Certificate
4. __% upon submission of final NMR 603 record data books

PURCHASE ORDER

Schedule [1 B]
Payment Schedule
MILESTONE PAYMENT SCHEDULE AND TERMS
Page 2 of 2
NOTES:
INVOICING INSTRUCTIONS
For invoices:
YANBU ARAMCO SINOPEC REFINERY CO LTD
Address:
(Insert Address and contact information)
Attention:

Supervisor, YASREF Project Liaison

CANCELLATION SCHEDULE:

PURCHASE ORDER

Schedule [2]
Description of the Goods and Specifications

PURCHASE ORDER

Schedule [3]
Good & Data Delivery Schedule

PURCHASE ORDER

Schedule [4]
Bank Guarantee
Page 1 of 4
[On the headed notepaper of the bank]
To:
[Name and address for Buyer]
Dear Sirs
Bank Guarantee (Guarantee)
Brief description of the Contract Purchase Order dated [
] between Buyer and
Vendor for the design, manufacture and supply of [describe Goods] for incorporation into
[relevant part of the integrated petroleum refinery] at the Yanbu Aramco Sinopec Refinery
in the Kingdom of Saudi Arabia (the Purchase Order, which term shall include any
replacement or new Purchase Order created by the novation of such Purchase Order).
Name and address of Buyer ________________ (Buyer, which term
shall include all successors in title and permitted assigns under this
Guarantee.
1.

We
________________
(Guarantor)
have
been
informed
that
________________ (Vendor) has been engaged by Buyer under the Purchase
Order and that the Purchase Order requires Vendor to (obtain a performance bond
securing performance of all Vendors obligations under the Purchase Order) or (a
bank guarantee securing milestone payments made to Vendor under the Purchase
Order).

2.

At the request of Vendor, the Guarantor hereby irrevocably and unconditionally


covenants and undertakes immediately to pay Buyer any sum or sums not
exceeding in total the amount of _______________ (the Guaranteed Amount)
upon receipt by the Guarantor of Buyers demand in writing without any
reservation, proof or further conditions on the part of Buyer and notwithstanding
any objection by Vendor. Article 20 of the Uniform Rules for Demand Guarantees,
published as number 458 by the International Chamber of Commerce, shall not
apply to this Guarantee.

3.

The Guarantor shall be entitled to rely and shall rely upon Buyers demands
presented hereunder and any certificate or receipt or other document received
pursuant hereto and shall have no duty to enquire into any matters specified
therein, the terms of the Purchase Order, the terms of any certificate or receipt or
other document, or any other documents, or circumstances, notwithstanding any
claims, objection or contest of the Guarantors obligations to pay such demands.

PURCHASE ORDER

Schedule [4]

Bank Guarantee
Page 2 of 4
4.

The Guarantors obligations hereunder are of a continuing nature, constitute direct,


primary, irrevocable and unconditional obligations, shall not require any previous
notice to the Guarantor or Vendor or any previous claim against Vendor, shall
remain in full force and effect and shall not be discharged, released, limited,
reduced or otherwise prejudiced or adversely affected by:
(a)

any time, indulgence or concession which Buyer or any party acting on


Buyer's behalf may grant to Vendor or any waiver, forgiveness,
forbearance or any other thing done, omitted or neglected to be done under
the Purchase Order (or any other related Purchase Order, warranty or
Purchase Order) or any neglect by Buyer or any party acting on Buyer's
behalf in enforcing any right of action or remedy Buyer may have against
Vendor;

(b)

any amendment, modification or extension which may be made to the


Purchase Order (or any other related Purchase Order, warranty or
agreement between Buyer and Vendor or its subcontractors) or in the
extent, nature or method of performance of the work and/or services to be
performed under the same;

(c)

any intermediate payment or other satisfaction made by the Guarantor or


made by Vendor under the Purchase Order;

(d)

any disability or incapacity or change in the constitution or organisation of


Vendor, Buyer or the Guarantor;

(e)

any other bond, security or guarantee now or hereafter held or obtained by


Buyer for all or any part of the obligations of Vendor or any expiry,
discharge, release or waiver thereof;

(f)

any act or omission of Vendor pursuant to any other arrangement with the
Guarantor;

(g)

any defences, claims or cross-claims which may be available to Vendor;

(h)

the liquidation or dissolution or insolvency of any of the parties referred to


herein or any receivership, administration, moratorium, composition of
creditors claims or other analogous event affecting such party or any of
their property or assets or an Insolvency Event (as defined in the Purchase
Order);

(i)

any invalidity, illegality, unenforceability, irregularity, avoidance, suspension


or termination of the Purchase Order (or any other related Purchase Order,
warranty or agreement) or any invalidity, illegality, unenforceability,
irregularity or avoidance of any of the provisions of the same; or

(j)

any other matter or things which in the absence of this provision would or
might otherwise have discharged the Guarantor or limited, discharged,
Schedule [4]

PURCHASE ORDER

Bank Guarantee
Page 3 of 4
prejudiced or reduced the Guarantors obligations or liabilities under this
Guarantee.
Any demand for payment shall be delivered by hand or registered post to the
Guarantors address at the head of this letter on or before [the Delivery Date (as
defined in the Purchase Order)] _____________ (the Expiry Date), when this
Guarantee shall expire and shall be returned to the Guarantor, unless the
Purchase Order has been terminated, in which case this Guarantee shall expire
and shall be returned to the Guarantor on the date on which any and all claims
arising under the Purchase Order have been determined and any and all liabilities
have been discharged, as notified by Buyer. Each demand shall, if delivered
personally, be deemed to have been served at the time of delivery and, if sent by
post, shall be deemed to have been served on the second business day following
posting.
5.

The Guarantor has been informed that Buyer may require Vendor to extend this
Guarantee if the Goods (as defined in the Purchase Order) have not been
delivered by the date twenty eight (28) calendar days prior to the Expiry Date. The
Guarantor undertakes and covenants to pay Buyer the Guaranteed Amount upon
receipt by the Guarantor, within such period of twenty eight (28) calendar days, of
Buyers demand in writing stating that the Goods have not been delivered, for
reasons attributable to Vendor, and that this Guarantee has not been extended. If
the Goods have not been delivered by the [date seventy (70) calendar days after
the Delivery Date], this Guarantee shall be extended automatically for successive
periods of three (3) months each thereafter until the Goods have been delivered.

6.

This Guarantee or the benefit hereof and/or the rights arising hereunder (whether
or not accrued) may without the Guarantors consent or the consent of Vendor be
assigned to any person, firm or company who in accordance with the provisions of
the Purchase Order takes a novation of the Purchase Order or an assignment or
other transfer of the whole or any part of the benefit thereof and/or any or all of the
rights arising there under (whether or not accrued). If the Purchase Order is
novated then the references to the Purchase Order in this Guarantee shall be to
the Purchase Order as novated. This Guarantee and the covenants and
undertakings hereof shall insure to the benefit of Buyers successors and assigns.

7.

Unless expressly stated herein nothing in this Guarantee confers any rights on any
third party pursuant to the Purchase Orders (Rights of Third Parties) Act 1999 (or
any re-enactment or re-making thereof).

8.

This Guarantee sets forth the full terms of the Guarantor's undertaking, and such
undertaking shall not be modified, annulled, or amplified by reference to any other
document referred to herein or to which this Guarantee relates and any such
reference shall not be deemed to incorporate such document herein.
Schedule [4]
Bank Guarantee

PURCHASE ORDER

Page 4 of 4
9.

This Guarantee shall be governed by the laws of England and Wales and, subject
to the right of either party to enforce any judgment obtained in the English Courts
in any other jurisdiction, the parties to this Guarantee hereby irrevocably submit to
the exclusive jurisdiction of the English courts.

In witness whereof this Guarantee has been executed by the parties hereto as a Purchase
Order and delivered on [insert date].
[Appropriate attestation clause for Guarantor]
[Appropriate attestation clause for Buyer]

PURCHASE ORDER

Schedule [5]
Manufacturing Standards and Marking and Packing Standards
Specification No. 100-YER-PM-PPM-0130, Rev. 1, dated 13Jan09
EQUIPMENT AND SPARE PARTS DATA REQUIRMENTS FOR CONTRACTOR
PROCURED EQUIPMENT,
Specification No. 100-YER-PM-PPM-0560, Rev. 2, dated 16Mar09

PURCHASE ORDER

Schedule [6]
Performance Criteria
As Required

NOT USED

PURCHASE ORDER
Schedule [7]
Incidental Visits Terms and Conditions
Page 1 of 8
When requested in writing by Buyer, Vendor shall provide one or more representative(s)
to assist in or supervise work in connection with site investigation, installation, testing,
programming, commissioning or training associated with the Goods supplied against this
Agreement/Purchase Order in Yanbu, Saudi Arabia. Such activities shall be performed at
workday rates set forth in this Agreement/Purchase Order. Vendor agrees to provide onsite Services to Buyer under the following Terms and Conditions. These terms and
conditions may be attached to and incorporated within any Agreement/ Purchase Order or
other contract between Vendor and Buyer and will govern the provision of any on-site
Services by Vendor or any person acting on behalf of Vendor related to the Agreement/
Purchase Order. Buyer's remedies hereunder will be in addition to those contained in the
Agreement/Purchase Order.
1.

Vendor shall perform the Services as an independent contractor and therefore has
the complete professional, managerial, supervisory and technical responsibility for
the quality, safety, integrity, thoroughness, validity, accuracy and reliability of the
Services. Any information disclosed to or observed by Vendor in any manner or
form during its performance of the Services and relating to this agreement shall be
protected as confidential by Vendor and its personnel

2.

Vendors Services shall conform to all applicable codes, standards, statutes, rules,
ordinances, and regulations of any applicable jurisdiction. Vendor warrants that it
has all valid certifications, licenses and permits, current and in good standing,
necessary to perform the Services, including, but not limited to, any required by
the Kingdom of Saudi Arabia.

3.

Vendor shall perform the Services expeditiously to meet Buyer's schedule and by
personnel fully qualified in the disciplines and skills required. Vendor shall provide
a sufficient number of qualified personnel to perform the Services effectively and to
maintain progress under the schedule. If applicable, Vendor shall designate an onsite supervisor having authority and responsibility for providing adequate
supervision and direction to Vendor's personnel and to take all action that may be
required for the performance of the required Services. Such supervisor shall not be
reassigned or removed without the prior consent of Buyer. At the request of Buyer,
Vendor shall remove from the site any of its assigned personnel whose
performance is not satisfactory to Buyer or to Owner. Vendor shall not remove or
reassign its site supervisor or other key personnel without the prior approval of
Buyer, unless such person's employment has terminated.

PURCHASE ORDER
Schedule [7]
Incidental Visits Terms and Conditions
Page 2 of 8
4.

Vendor or any persons hired by Vendor to perform any of the Services shall
comply with any and all regulations and directives provided to Vendor with respect
to applicable safety, security, site access, parking areas, health and sanitation,
environmental, and other property, project or site policies and procedures. Vendor
is required to immediately notify Buyer in writing of any discovered violations of
this paragraph, and shall comply with any instructions of Buyer.

5.

The Services may be cancelled, suspended or terminated by Buyer at any time


upon written notice to Vendor. In the event of cancellation, suspension or
termination of the Services for convenience, Vendor will be paid for satisfactory
Services actually completed to date of cancellation, suspension or termination, and
for direct costs incurred for partially performing and closing out Services not
completed, but shall not be paid any cancellation or termination fees or charges
nor for any loss of anticipated profit or contribution to overhead for the
unperformed portion of the Services. In the event of cancellation, suspension or
termination of Vendor for breach, Vendor shall not be owed any amounts for
unsatisfactorily performed Services, and may be backcharged for any additional
costs incurred by Buyer resulting from such breach.

6.

Buyer and Owner shall have the right to observe or inspect the Services, as well
as witness any inspection, testing or other evaluation, and to have unlimited
access to and copies of any documents related to evaluation results. Buyer and
Owner each shall have the right to audit at their expense any records of Vendor
relating to this agreement for a period of one year after completion of the Services.

7.1

Property Associated with the Project


In the event of loss or damage at the Construction Site to the FACILITIES or to
any equipment or materials intended for incorporation into the FACILITIES, Vendor
shall, to the extent such loss or damage is caused by the negligence or other fault
of members of Vendor Group, reconstruct, re-perform, repair or replace the same,
including removal of debris, at its sole cost and expense, subject to a maximum
sum not to exceed one million U.S. Dollars (USD 1,000,000) per occurrence. In the
event of such loss or damage which is not caused by the negligence or fault of
members of Vendor Group and for such loss or damage which is caused by
Vendor Groups negligence or fault in excess of the $1,000,000 per occurrence
amount described above, Vendor shall, if instructed by Buyer/Company by
issuance of a Change Order reconstruct, re-perform, repair or replace the
Facilities, equipment and/or materials and Buyer/Company shall reimburse Vendor
for the actual cost of such reconstruction, re-performance, repair and/or
replacement.

PURCHASE ORDER

Schedule [7]
Incidental Visits Terms and Conditions
Page 3 of 8
Notwithstanding the foregoing, where such loss or damage is due to a defective
part (including a faulty weld), Vendor shall always bear the cost of such defective
part, without limitation.
7.2

Personal Injury or Property Damage Suffered by VENDOR Group


Vendor shall defend, indemnify and hold harmless the members of Buyer Group;
from and against any and all Claims resulting from or arising out of (a) damage to
or loss of Vendor Groups Property and/or (b) Personal Injury of any of Vendor
Group's Personnel; even if such damage, loss, or Personal Injury is caused by a
member of Buyer Group.
VENDOR shall ensure that provisions providing the same indemnification of
BUYER as set forth in this Paragraph 7.2 are included in any subcontract Vendor
enters into.
7.3
Personal Injury or Property Damage Suffered by BUYER GROUP
7.3.1
Without prejudice to the terms of Paragraph 7.1 and subject to the terms
of Paragraph 7.3.2 below, Buyer shall defend, indemnify and hold
harmless the members of Vendor Group from and against any and all
Claims resulting from or arising out of (a) damage to or loss of the
property of Buyer Group and/or (b) Personal Injury of any Buyer Group
personnel; even if such damage, loss or Personal Injury is caused by a
member of Vendor Group.
7.3.2

7.4
7.5

Notwithstanding Paragraph 7.3.1 above, Vendor shall be responsible for


and shall defend, indemnify and hold the members of Buyer Group
harmless from and against any loss of or damage to property of Buyer
Group, to the extent such loss or damage is caused by the fault or
negligence or breach of duty (statutory or otherwise) of any member of
Vendor Group, up to maximum sum not to exceed one million U.S.
Dollars (USD 1,000,000) per occurrence.
NOT USED

Consequential Damages
7.5.1
Subject to Paragraph 7.5.2, members of VENDOR Group, shall not be
liable to BUYER nor shall member of BUYER GROUP or the Project
Management Services Vendor be liable to members of VENDOR Group
for any indirect or consequential damage, expense, loss or liability,
including loss of profits, whether such liability is based, or claimed to be
based upon any breach of either Party's obligations under this
Agreement/Purchase Order, or whether such liability is based, or
claimed to be based, upon any negligent act or omission of a Party, its
personnel, agents, appointed representatives or sub-vendors.

PURCHASE ORDER
Schedule [7]
Incidental Visits Terms and Conditions
Page 4 of 8
7.5.2

7.6

VENDOR shall indemnify, defend and hold BUYER harmless from any
and all claims, losses, expenses and damages arising from or related to
any criminal misappropriation or criminal misapplication by any of
VENDOR's or its sub-vendors or its Vendors Personnel of any property,
whether tangible or intangible, occurring during the course of or in
connection with the performance of the WORK. VENDOR shall obtain
similar indemnities from each of its sub-vendors and Vendors.

Applicability of Exclusions and Indemnities


The exclusions of liability and the indemnities contained in the Paragraph 7.5:

8.

(1)

shall apply solely and exclusively to any loss, damage, Personal Injury or
consequential damage or loss which occurs or is caused during the
performance of the Work (whether directly or indirectly in relation thereto)
or which occurs going to or from the Work Site or which occurs at any
other place where personnel or property of either Buyer Group, the
Project Management Services Vendor or Vendor Group are located by
reason of the Agreement/Purchase Order;

(2)

shall apply, other than as provided in Paragraph 7.1, howsoever arising


and by whomsoever caused, including (i) strict liability, breach of
warranty (express or implied), imperfection of materials, condition of any
premises or transport to or from such premises, (ii) breach of duty
(statutory or otherwise), or the negligence of the indemnified party and
whether such negligence be sole, joint or concurrent, active or passive
and (iii) whether the basis for any Claim is in tort, under contract, or
otherwise at law; and

(3)

shall be in addition to and not in derogation or substitution of the releases


or indemnifications elsewhere in the Agreement/Purchase Order.

Without in any way limiting Vendors liability hereunder, Vendor shall procure and
maintain the following insurance coverage, and with form and underwriters
satisfactory to Buyer. Vendor shall provide an original insurance certificate,
confirming the required coverage, and containing the additional insured and waiver
of subrogation endorsements set forth below, prior to commencing any Services
hereunder:
(a) Workers Compensation Insurance as prescribed by applicable law.
(b) Employers Liability Insurance. The limits of liability as prescribed by applicable
law or if not prescribed by applicable law not less than $1,000,000 per
occurrence.

PURCHASE ORDER
Schedule [7]
Incidental Visits Terms and Conditions
Page 5 of 8
(c) Comprehensive General Liability (Bodily Injury and Property Damage)
Insurance including the following supplementary coverage: (i) Contractual
Liability to cover liability assumed under this Agreement, (ii) Product and
Completed Operations Liability Insurance, (iii) Broad Form Property Damage
Liability Insurance, and (iv) explosion, collapse and underground hazards. The
limit of the liability for such insurance shall not be less than $1,000,000 per
occurrence for Bodily Injury and $1,000,000 per occurrence for Property
Damage. If a combined Single Limit is provided, total coverage shall be not
less than $2,000,000.
(d) Automobile Bodily Injury and Property Damage Liability Insurance. Such
insurance shall extend to owned, non-owned and hired automobiles used in
the performance of this Agreement. The limits of liability of such insurance
shall be not less than $1,000,000 per occurrence for Bodily injury and
$1,000,000 per occurrence for Property Damage. If a Combined Single Limit is
provided, total coverage shall be not less than $2,000,000.
The above insurance shall include a requirement that the insurer provide Buyer
with 30 days written notice prior to the effective date of any cancellation or material
change of the insurance. The insurance specified in (a) above shall (1) name
Buyer and Buyer Indemnities as additional insureds to the extent required to
provide coverage for the obligations entered into herein, (2) contain waivers of
subrogation in favor of Buyer and Buyer Indemnities, and (3) an assignment of
statutory lien to Buyer, if applicable. The insurance specified in (b), (c), (d) above
shall (i) contain waivers of subrogation in favor of Buyer and Buyer Indemnities;
and (ii) provide that said insurance is primary coverage with respect to Vendors
operations thereunder.
9.

Vendor or its agents and Vendors shall be solely responsible for loss of, damage
to, and the storage and security of all its vehicles, materials, supplies, tools and
equipment, including those brought onto any site, for the purposes of performing
the Services hereunder.

10.

If Vendor or its agents and Vendors have pre-hiring collective bargaining


agreements, Vendor represents that they contain or have been modified to
contain, provisions prohibiting any strike, slow down, picketing, secondary boycotts
or work stoppages during performance of the Services, and that the acceptance of
the Services hereunder from Buyer on this project does not violate such
agreements.

PURCHASE ORDER
Schedule [7]
Incidental Visits Terms and Conditions
Page 6 of 8
11.

The on-site Services and these Terms and Conditions will be governed by the laws
of Saudi Arabia. In the event of any claims or disputes arising hereunder that
cannot be resolved through direct negotiations between management; Vendor
agrees as an exclusive substitute for litigation, to submit any such claim or dispute
to binding arbitration to be administered Saudi Arabia. Buyer must be notified in
writing within six (6) months after completion of the Services of any claims or
disputes or such shall be deemed waived.

12.

Compensation shall be payable portal to portal commencing on the date of


Vendors representatives departure direct for Saudi Arabia until the day of arrival
direct from Saudi Arabia to point of departure. Travel days authorized by Buyer to
travel between Saudi Arabia and Europe shall be limited to one (1) day for travel in
each direction. Travel days authorized by Buyer to travel between Saudi Arabia
and North America or the Far East shall be limited to two (2) days for one way
travel, and four (4) days for round trip travel. Compensation for travel shall not
exceed eight (8) hours per day.

13.

Normally Vendors representative will be required to work sixty (60) hours per
week, ten (10) hours per day, Saturday through Thursday, with an (8) hour day of
rest on Friday. Vendors representative shall have a day of rest on any holiday
designated as such by Buyer. If the Buyer authorizes Vendors representative to
work overtime, such work shall be compensated at the overtime rate set forth in
this Agreement/ Purchase Order.

14.

Should the Buyer discover at any time within six months after Buyers certification
of Work performed that the Work performed is deficient in any respect, Vendor
shall without charge promptly correct such deficiencies to Buyers satisfaction. If
Vendor fails to carry out such corrective work within a reasonable time, Buyer may
arrange for such work to be carried out by others at Vendors cost. This is in
addition to Vendors warranty obligation under the General Conditions of Purchase
Order.

15.

Local work related transportation required by Vendors representative in Saudi


Arabia shall be supplied by Buyer in conformity with its then current policy relating
to that subject.

16.

Buyer/Company shall bear no costs associated with and assumes no responsibility


for obtaining passports, visas, medical examinations, inoculations and permits
necessary for Vendors representative to gain entry into and exit Saudi Arabia in
connection with trips taken pursuant to Visit Requests, nor shall processing time or
delays (by whosoever caused) be charged to Buyer.

17.

Vendors representative shall be housed free of charge in accommodations


provided by Buyer. The accommodations provided may be in or outside Buyer
communities and may be either Buyer or non- Buyer owned facilities.

PURCHASE ORDER
Schedule [7]
Incidental Visits Terms and Conditions
Page 7 of 8
18.

Buyer shall reimburse Vendor for its representatives meals (when not provided
free of charge) and incidentals in Saudi Arabia at calendar day rates, while said
representative is in Buyer provided accommodations, in accordance with Buyers
then current policy on that subject.

19.

If Buyer provided living accommodations are not available on the basis set forth in
clauses 17 and 18 above, Buyer may authorize hotel accommodation, meals and
miscellaneous items such as laundry, the actual, reasonable cost of which Buyer
shall reimburse to Vendor.

20.

In the event Buyer/Company is compelled by a Saudi Arabian Governmental


authority to pay any sum of money in satisfaction of any debt or obligation in Saudi
Arabia of Vendor or its representative, Vendor shall reimburse Buyer/Company
upon receipt of its billing and evidence of the Saudi Arabia Government action
which required the making of such payment, provided however that Buyer shall
reimburse Vendor for customs duties imposed on the property of Vendors
representative required for the performance of activities in Saudi Arabia.

21.

In the event Vendors representative is not already resident in Saudi Arabia, Buyer
shall reimburse Vendor for customs duties imposed on the property of Vendors
representative required for the performance of activities in Saudi Arabia.

22.

Vendor shall be responsible for and shall pay promptly and in full to the Saudi
Arabia Government whenever due or demanded by the Government any and all
such taxes (including, but not limited to, taxes on personal income, other taxes,
Zakah, and stamp duties), levies, fines, or related obligations. If Buyer is requested
by the Saudi Arabia Government to withhold any taxes on income (whether
personal or Company taxes), levies, fines, or related obligations from amounts due
to or to become due to Vendor, Buyer shall withhold such amounts. Vendor hereby
releases Buyer from and shall indemnify and hold Buyer harmless against any
liability of any nature whatsoever arising out of or by reason of such withholding.

23.

Vendors representative shall comply with all applicable Buyer safety and
personnel rules and regulations.

24.

Vendors representative shall travel to and from Saudi Arabia according to the
most direct route available at the time. Buyer will reimburse roundtrip business
class airfare from representatives point of departure to Saudi Arabia. Vendors
representative also shall be reimbursed for all properly documented and
reasonable travel expenses actually incurred in connection with such travel,
including charges for up to ten (10) kilos of excess baggage per person for air
travel if the visit is for more than thirty (30) days.

PURCHASE ORDER

Schedule [7]
Incidental Visits Terms and Conditions
Page 8 of 8
If Vendors representative deviates from the most direct route, except for reasons
beyond his control or those above, Vendor shall be reimbursed only for
transportation and travel expenses which would have been incurred had he
traveled by the most direct route. Buyer reserves the right to determine the route
and means of travel Vendors representative will use for all transportation Buyer
may request. All transportation engaged by Vendors representative for his own
pleasure or convenience will be for his or Vendors account.
25.

Vendor agrees that the work rate incorporated in this Agreement/Purchase Order
shall remain valid for duration of this Agreement.

26.

Upon the completion of the Services by Vendors representative, Vendor shall


submit an invoice in quadruplicate supported by time sheets approved by the
appropriate Buyer representative, as specified to Vendor in Buyers Visit Request.

27.

Reimbursable expenditure items which exceed twenty-five dollars ($25.00) must


also be supported by appropriate receipts. With respect to expenses reimbursable
to Vendor pursuant to clauses 12, 18, 19, and 21, Vendor shall maintain books
and records covering same for up to one (1) year after the completion of the visit.
Such books and records shall be subject to Buyers review at any reasonable time
within that year for the sole purpose of verifying that such costs were incurred.
Sums due under clauses 12, 18, 19, and 21 shall be converted by Buyer to
Vendors normal currency of payment at Buyers corporate rates of exchange
prevailing on the date the invoice is processed.

28.

With respect to performance of these activities under this Agreement/Purchase


Order, neither Vendor and/or any sub-vendor, nor their personnel shall be deemed
to be the servants, agents, or employees of Buyer.

PURCHASE ORDER

Schedule [8]
Liquidated Damages for Delay

NOT PART OF THIS AWARD

PURCHASE ORDER

Schedule [9]

NOT USED

PURCHASE ORDER
Schedule [10]
Form of Direct Agreement with Funders
Page 1 of 8
IS THIS SCHEDULE STILL REQUIRED?
Direct Agreement relating to the Yanbu Export Refinery Project in the Kingdom of
Saudi Arabia
This Purchase Order is made on the [X] day of [X] 200[X]
Between:
[VENDOR] a company incorporated in [
Vendor);

] having its offices at [

] (the

ARAMCO SERVICES COMPANY, formed and operating under the laws of the state of
Delaware having its offices at 9009 W. Loop South, Houston, TX 77096 U.S.A.
(ASC); and
CONOCOPHILLIPS YANBU LTD., a company formed and operating under the laws of
the Cayman Islands and having its offices at Trident Trust Company (Cayman) Ltd.,
Fourth Floor, One Capital Place, P.O. Box 847, Grand Cayman, KY1-1103, Cayman
Island (CP), each a Party and collectively the Parties or COMPANY.
[FUNDER] a company incorporated in [
Funder);

] having its offices at [

[GUARANTOR] a company incorporated in [


] (the Guarantor);

] (the

] having its offices at [

Whereas:
(A)

The Vendor has been engaged by the Buyer to undertake the design,
manufacture and supply of [describe the Goods] to be incorporated into the
[describe the relevant part of the petroleum refinery complex] at the Yanbu Export
Refinery in the Kingdom of Saudi Arabia (the Project) under the terms of a
Purchase Order made the [
] between the Buyer (1) and the Vendor (2)
(the Purchase Order, which term shall include any replacement or new
Purchase Order created by the novation of such Purchase Order).

(B)

Pursuant to a credit agreement dated [ ] between the Funder (1) and the Buyer
(2) the Funder agreed to make available a loan facility to the Buyer in connection
with the Buyers obligations under the Purchase Order and as security for such
facility the Buyer has granted the Funder a debenture dated [
] creating fixed
and floating charges over its assets generally including its interest in the Project
and the Purchase Order.

PURCHASE ORDER
Schedule [10]
Form of Direct Agreement with Funders
Page 2 of 8
(C)

The Guarantor enters into this Purchase Order to guarantee the obligations of the
Vendor.

Interpretation and General

1.1

In this Purchase Order the following words and expressions shall, where the
context so admits, be deemed to have the following meanings:
Business Day means a day other than a Saturday or a Sunday or a bank
holiday on which banks are open for business in London generally;
Vendors Notice means any notice served by the Vendor pursuant to
Clause 2.1;
Proprietary Material means all designs, drawings, details, plans,
specifications, schedules, reports, calculations and other work (and the designs
contained within them) prepared by or on behalf of the Vendor in connection with
the Project;
Step In Period means the period of 20 Business Days commencing on the
date that the Funder receives any Vendors Notice; and
Step In Undertaking means any undertaking made by the Funder pursuant to
Clause 3.1.3.

1.2

In this Purchase Order, except where the context requires otherwise:


1.2.1 words importing any gender include every gender;
1.2.2 words importing the singular number only include the plural number and
vice versa;
1.2.3 words importing persons include firms, companies and corporations and
vice versa;
1.2.4 any reference to any statute (whether or not specifically named) shall
include any statutory modification or re-enactment of it for the time being in
force and any order, instrument, plan, regulation, permission and direction
made or issued under it or under any statute replaced by it or deriving
validity from it;
1.2.5 references to Clauses are references to Clauses in this Purchase Order;
1.2.6 any obligation on a Party not to do or omit to do anything shall include an
obligation not knowingly to allow that thing to be done or omitted to be
done by any person under that Partys control;
1.2.7 headings shall not affect interpretation;
1.2.8 references to any document are to that document as from time to time
amended in accordance with the provisions of this Purchase Order;

PURCHASE ORDER
Schedule [10]
Form of Direct Agreement with Funders
Page 3 of 8
1.2.9 references to a person shall include references to such persons lawful
successors, assigns and transferees;
1.2.10 a reference to the Project shall be construed as a reference to the whole
or any part or parts of the Project as the context admits.
1.3

The Vendor enters into this Purchase Order in consideration of its engagement as
vendor of the Goods (as defined in the PURCHASE ORDER) in relation to the
Project.

Financing Arrangements

2.1 Vendor recognizes that COMPANY may wish to finance all or part of the Project.
Vendor shall, on notification from COMPANY of any proposed financing,
cooperate promptly with COMPANY and any proposed financiers (including any
of their advisers) and shall furnish such information reasonably requested
(including detailed price information in such form as the proposed financier may
require in respect of this Contract). Vendor shall accept and do all things
necessary to give effect to such amendments to this Contract as the
COMPANYs financiers may reasonably require in accordance with
internationally recognized project finance practice.
2.2 COMPANY shall be entitled, without Vendors consent, to assign or transfer
(including by novation) all or any part of its rights, benefits, interests, or
obligations under, arising from or in the Contract to COMPANYs financiers or
any of them (or any of their respective nominated entities).
2.3 Vendor shall, on such date as COMPANY may specify, at its own cost and expense,
duly enter into with COMPANYs financiers or such of them as COMPANY may
require, a direct agreement in such form as may be reasonably required by
COMPANY and/or its financiers.
2.4 Vendor shall cooperate with and provide all assistance reasonably required by
COMPANYs financiers or any of them (or any of their respective nominated
entities including their advisers), including providing all necessary information
and documentation in response to reasonable requests and allowing attendance
at meetings.
2.5 Vendor shall allow COMPANYs financiers or any of them (or any of their respective
nominated entities including their advisers) access to the WORK Site and shall
provide all necessary apparatus, instructions, facilities and other things as may
be necessary for the COMPANYs financiers or any of them (or any of their
respective nominated entities including their advisers) to examine or inspect the
WORK, witness tests or otherwise monitor the performance of Vendor under this
Contract.

PURCHASE ORDER
Schedule [10]
Form of Direct Agreement with Funders
Page 4 of 8
3

Step In Conditions

1.4

The right of the Vendor to determine the PURCHASE ORDER shall cease if,
within the Step In Period (subject to Clauses 31 to 3.6 below) the Funder gives
notice (a Step In Notice) to the Vendor:
1.4.1 requiring the Vendor to continue to perform its obligations under the
PURCHASE ORDER;
1.4.2 acknowledging that the Funder is assuming all the obligations of the Buyer
under the PURCHASE ORDER from the date of the Step In Notice; and
1.4.3 accompanied by a written undertaking to the Vendor by the Funder to
satisfy all of the obligations of the Buyer under the PURCHASE ORDER
and to discharge all payments which are due and payable and all
payments which may subsequently become due to the Vendor under the
terms of the PURCHASE ORDER.

1.5

Upon the issue of a Step In Notice in accordance with Clause 3.1:


1.5.1 the Vendor shall accept the instructions of the Funder and perform its
obligations under the PURCHASE ORDER in favour of the Funder as if
the Funder had initially engaged the Vendor under the PURCHASE
ORDER; and
1.5.2 the PURCHASE ORDER shall continue in full force and effect as if the
right of determination on the part of the Vendor had not arisen and in all
respects as if the PURCHASE ORDER had been entered into between the
Vendor and the Funder so that the PURCHASE ORDER shall be treated
as novated from the Buyer to the Funder.

1.6

Notwithstanding that as between the Buyer and the Vendor the Vendors right to
determine the PURCHASE ORDER may not have arisen the provisions of
Clauses 3.1 and 3.2 shall nevertheless apply if the Funder gives notice to the
Vendor to that effect (copied to the other parties to this Purchase Order) and the
Funder complies with the requirements on its part and serves a Step In Notice
under Clause 3.1.

1.7

The Vendor shall not be concerned or required to enquire whether and shall be
bound to assume that as between the Buyer and the Funder circumstances have
occurred which permit the Funder to give notice under Clause 3.3.

1.8

The Vendor shall not incur any liability to the Buyer and/or the Funder by acting in
accordance with the provisions of Clauses 3.1 to 3.4.

1.9

The Funder undertakes not to serve any Step-In Notice until a period of 10
Business Days has elapsed after the service of the Vendors Notice.

PURCHASE ORDER
Schedule [10]
Form of Direct Agreement with Funders
Page 5 of 8
2

Use of Proprietary Material

2.1

The Vendor acknowledges that the Funder shall have an irrevocable royalty-free
non-exclusive licence to use and to reproduce any or all of the Proprietary
Material for any purpose whatsoever connected with the Project provided that the
Vendor shall not have any liability for any loss resulting from the use of any of the
Proprietary Material for any use which could not have been within the Vendors
contemplation at the time of entering into the PURCHASE ORDER. Such licence
shall carry the right to grant sub-licences and be transferable to third parties and
shall subsist notwithstanding the determination (for any reason) of the
PURCHASE ORDER.

2.2

The Vendor shall provide copies of any or all of the Proprietary Material to the
Funder upon request and upon payment by the Funder of the Vendors
reasonable copying and postage or courier charges in connection therewith.

Vendors Undertakings

5.1

The Vendor undertakes to the Funder that it has executed and will execute and
complete the Works (as defined in the PURCHASE ORDER) in accordance with
the PURCHASE ORDER and has observed and shall observe all of its obligations
under the PURCHASE ORDER provided that:
3.1.1 the liability of the Vendor shall be no greater than it would have been had
the Funder been named jointly with the Buyer as a party to the
PURCHASE ORDER;
3.1.2 the Vendor shall be entitled in any claim brought under this Clause 5 to
raise any defences and counterclaims available to the Vendor under the
PURCHASE ORDER; and
3.1.3 no claim may be brought against the Vendor under this Clause 5 while the
Buyer is actively and diligently pursuing any claim against the Vendor
concerning related matters in connection with the Project unless there is
less than 12 months left to run of the limitation period applicable to the
claim under this PURCHASE ORDER.

3.2

The Vendor undertakes to the Buyer to provide to the Buyer a contractual


undertakings in such form as the Buyer may require with regard to the Vendors
performance of its obligations under the PURCHASE ORDER prior to and, if
requested by the Buyer, following issuance of a Step In Notice. Such contractual
undertakings shall, if requested by the Buyer, be guaranteed by the Guarantor.]

Assignment

4.1

The rights and benefits conferred upon the Funder by this PURCHASE ORDER
may be assigned on a maximum of two occasions by the Funder by way of

PURCHASE ORDER
Schedule [10]
Form of Direct Agreement with Funders
Page 6 of 8
absolute legal assignment without the consent of the Vendor being required
provided that:
4.1.1 the assignee shall serve notice of such assignment upon the Vendor within
20 Business Days of such assignment; and
4.1.2 any assignment by way of security or mortgage or charge shall not
constitute an assignment for the purposes of this clause.
4.2

This PURCHASE ORDER or the benefit hereof and/or the rights arising
hereunder (whether or not accrued) may without the Vendors or Guarantor's
consent be assigned by the Buyer (in whole or in part) or novated by the Buyer to
any person, firm or company who, in accordance with the provisions of the
PURCHASE ORDER, takes a novation of the PURCHASE ORDER or an
assignment or other transfer of the whole or any part of the benefit thereof and/or
any or all of the rights arising under the PURCHASE ORDER (whether or not
accrued). If the PURCHASE ORDER is novated, then the references to the
"purchase order" in this PURCHASE ORDER shall be to thepurchase order as
novated. This PURCHASE ORDER and the undertakings hereof shall insure to
the benefit of the Funders and the Buyers successors and assigns.

Guarantor
The Guarantor unconditionally guarantees and undertakes to the Funder that:
5.1.1 the Vendor will at all times comply with its obligations contained in the
purchase order and in this PURCHASE ORDER; and
5.1.2 the Guarantor will indemnify and keep indemnified the Buyer and the
Funder in respect of all or any losses, costs, claims, demands, expenses
or other liabilities incurred as a result of any breach by the Vendor of its
obligations in such regard.

Notices
All notices or other communications required in connection with this PURCHASE
ORDER r shall be in writing and sent by hand, by first class prepaid post or by
facsimile transmission to the relevant address or facsimile number as any party
shall have notified to the other in writing by not less than five (5) working days
prior notice.
Provision for notice of the various parties

PURCHASE ORDER
Schedule [10]
Form of Direct Agreement with Funders
Page 7 of 8
7

Governing Law and Disputes


The application and interpretation of this PURCHASE ORDER shall in all
respects be governed by English law and any dispute or difference arising
hereunder shall be subject to the jurisdiction of the English Courts.
[Note: arbitration provisions may be required.]

Third Party Rights


The purchase orders (Rights of Third Parties) Act 1999 shall not apply to this
Purchase Order.

Limitation Period
No claim may be made under this PURCHASE ORDER after the expiry of twelve
(12) years following the delivery of the Goods.
In witness whereof the parties hereto have duly executed and delivered this
document as a PURCHASE ORDER the day and year first above written.
The Vendor
Address for Service:
Fax No:
Marked for the attention of:
The Buyer
Address for Service:
Fax No:
Marked for the attention of:
The Funder
Address for Service:
Fax No:
Marked for the attention of:
The Guarantor
Address for Service:

PURCHASE ORDER
Schedule [10]
Form of Direct Agreement with Funders
Page 8 of 8
Fax No:
Marked for the attention of:

PURCHASE ORDER
Schedule [11]
Forms of Novation Agreement
Page 1 of 5
THIS PURCHASE ORDER is made on the [] day of [] 200[]
BETWEEN:
(1)

[Vendor], a [] company having its main office at [] (hereinafter referred to as


Party A);

(2)

YANBU ARAMCO SINOPEC


(YASREF)

REFINERY

COMPANY, having its offices at

YASREF referred to as Party B; and


(3)

[NOVATEE], a company organized under the laws of [], having its offices at []
(hereinafter referred to as Party C).

WHEREAS
(A)

Party A and Party B are parties to a PURCHASE ORDER dated [] (the


Original Agreement).

(B)

The Original Agreement provides that rights and obligations thereunder may be
novated or otherwise transferred in connection with the Yanbu Export Refinery
Project (as described in the Original Agreement.

(C)

It has been agreed by the parties hereto (each a Party and collectively the
Parties) that Party B will be released and discharged from the Original
Agreement upon the terms of Party C undertaking to perform and agreeing to be
bound by the terms of the Original Agreement as if Party C and Party A had been
parties to the Original Agreement from the date that it was entered into.

NOW IT IS AGREED AS FOLLOWS:

PURCHASE ORDER
Schedule [11]
Forms of Novation Agreement
Page 2 of 5
1.

DEFINITIONS AND INTERPRETATION


1.1

In this Purchase Order, unless the context requires otherwise:

(a)

headings are inserted for convenience only and do not affect the
interpretation of this Purchase Order;

(b)

references to recitals, Clauses, sub-Clauses and paragraphs are to


recitals, Clauses, sub-Clauses and paragraphs of this Purchase Order;
references to the singular include the plural, and vice versa; and

(c)

references to defined terms are, unless provided for expressly in this


Purchase Order, to definitions provided in the Original Agreement.

1.1

If Party B became a party to the Original Agreement by way of a novation, all


references therein to the Original Agreement shall be deemed to be to the
Original Agreement as novated and, for the purposes of Clauses 2.4 and 3.2, all
references therein to Party B shall also include a reference to the novator or
novators (as the case may be) to Party B.

2.

NOVATION

2.1

Party B novates the Original Agreement to Party C, Party C accepts the novation
and Party A consents to such novation, in each case subject to and on the terms
of this Purchase Order.

2.2

Party B releases and discharges Party A from any and all obligations and
liabilities owed to Party B under the Original Agreement.

2.3

Party A releases and discharges Party B from any and all obligations and
liabilities owed to Party A under the Original Agreement.

2.4

Party C undertakes to perform the obligations of Party B under the Original


Agreement and to be bound by the terms of the Original Agreement in every way
as a party thereto and as if Party C had always been a party thereto in place of
Party B and, accordingly, the liability of Party C under and pursuant to the
Original Agreement, whether accruing before or after the date hereof, shall be to
Party A.

2.5

Party A undertakes to perform its obligations under the Original Agreement and
agrees to be bound by the terms of the Original Agreement in every way as if
Party A and Party C had always been named in the Original Agreement as
parties thereto and, accordingly, the liability of Party A under and pursuant to the
Original Agreement, whether accruing before or after the date hereof, shall be to
Party C.

2.6

For the avoidance of doubt and for the purpose of this Purchase Order only, and
without prejudice to any subsequent termination, the Parties acknowledge and
agree that any and all provisions of the Original Agreement expressed

2.7

to take effect on termination thereof shall not apply by virtue of the novation
affected by this Purchase Order.

PURCHASE ORDER
Schedule [11]
Forms of Novation Agreement
Page 3 of 5
3.

RELIANCE ON PRE-NOVATION ACTIONS

3.1

Party A confirms that it was aware at the time of entering into the Original
Agreement and this Purchase Order that Party C could suffer losses,
damages, costs, expenses, claims, demands and proceedings (Losses)
as a result of Party As breach of the Original Agreement or negligence.

3.2

Subject to any express limitation of liability in the Original Agreement, Party A


shall be liable to Party C for all Losses suffered or incurred by Party C as a
result of any breach by Party A of the Original Agreement or of any negligence
on the part of Party A before the date of this Purchase Order notwithstanding that
such loss or damage may or may not have been suffered by Party B (or suffered
or incurred to the same extent by Party B), and Party A undertakes to not
contend, in defence of any claim brought under or in connection with this
Purchase Order or otherwise, that Party As liability to Party C is affected or
diminished by reason of Party B having suffered no loss and/or by reason
of any loss claimed to have been suffered by Party C being different in
character from that suffered by Party B or which would have been suffered
by Party B following any breach or alleged breach or negligence by Party A.

4.

FURTHER ASSURANCE
The Parties hereto shall perform, execute and deliver such further acts and
documents as may be required by law or reasonably requested by each other to
implement the purpose of and to perfect this Purchase Order.

5.

COUNTERPARTS
This Purchase Order may be executed in any number of counterparts and by the
Parties to it on separate counterparts, each of which when so executed and
delivered shall be an original, but all the counterparts shall together constitute
one and the same instrument.

6.

THIRD PARTY RIGHTS


Without prejudice to any provisions of the Original Agreement, nothing in this
Purchase Order confers any rights on any third party pursuant to the Contracts
(Rights of Third Parties) Act 1999.

7.

NOTICES

7.1

The relevant details of each Party at the date of this Purchase Order are:
Party A
Address:
Facsimile:
Attention:

[
[
[

]
]
]

PURCHASE ORDER
Schedule [11]
Forms of Novation Agreement
Page 4 of 5

Party B
Address:
Facsimile:
Attention:

[
[
[

]
]
]

[
[
[

]
]
]

Party C
Address:
Facsimile:
Attention:

8.

GOVERNING LAW AND DISPUTE RESOLUTION


This Purchase Order shall be governed by the laws of England and Wales and,
subject to the right of either party to enforce any judgment obtained in the English
Courts in any other jurisdiction, the parties to this Purchase Order hereby irrevocably
submit to the jurisdiction of the English courts.
IN WITNESS whereof the parties have executed and delivered this Purchase Order
on the date first above written.

SIGNED on behalf of
[VENDOR]
incorporated in [] acting by

)
)
)

being a person who in accordance with


the laws of that territory is acting under the
authority of that company.

)
)
)

PURCHASE ORDER
Schedule [11]
Forms of Novation Agreement
Page 5 of 5
SIGNED on behalf of
YANBU ARAMCO SINOPEC REFINERY CO LTD
incorporated in the
acting by

)
)

being a person who in accordance with


the laws of that territory is acting under the
authority of that company.

)
)
)

)
)

)
SIGNED on behalf of
[NOVATEE] incorporated in [] acting by

)
)
)
)

being [a person] who in accordance with


the laws of that territory is acting under the
authority of that company.

)
)
)

PURCHASE ORDER
Schedule [12]
Special Terms and Conditions
Page 1 of 4
1.0

Terms & Conditions


The terms of the attached YANBU Export Refinery Project, dated 15APR2008, 3
pages, attached hereto as Schedule 13, shall be incorporated into this Purchase
Order and shall apply to all services and products provided by Vendor and/or its
affiliates pursuant to this Purchase Order, with the following amendments and
exceptions:
BUYERS REMEDIES: WARRANTY AND REJECTION revise last paragraph
to read:
If the Goods are found not to conform to the foregoing warranties at any time by
31 March 2016 then at Buyers request Vendor shall promptly repair or replace
any nonconforming Goods at no cost to Buyer. Should Vendor fail to repair or
replace nonconforming Goods, Buyer may repair or replace such Goods either
itself or through others and charge the cost thereof to Vendor. In any case,
Vendor shall be responsible for any additional costs incurred by Buyer in
identifying, removing and/or replacing nonconforming Goods including, without
limitation, the costs of any additional inspection, customs duties and
transportation costs.
Revise 8 TITLE AND RISK OF LOSS to read:
Vendor warrants full and unrestricted title to COMPANY for all goods and
services furnished by Vendor under this Purchase Order, free and clear of any
and all liens, restrictions, reservations, security interests, and encumbrances. If
COMPANY makes progress payments to Vendor under this Purchase Order, title
to the goods ordered hereunder shall pass to COMPANY at the time that Vendor
identifies the goods to this Purchase Order. Vendor shall clearly identify the
goods as property of COMPANY by visible marking or tagging, and COMPANY
shall have the right, at COMPANY's option, to inspect and verify that said goods
have been identified as COMPANY's property. Care, custody, and control of
such goods remain with the Vendor until such time as COMPANY takes physical
possession or otherwise agrees in writing by change order to this Purchase
Order. All shop drawings, patents, tools or other items made preparatory to
production of any goods are COMPANY's property and upon demand shall be
delivered to COMPANY.

2.0

GENERAL
Buyer may determine to issue an Order separating the DESIGN PHASE and
MANUFACTURING PHASE wherein the Notice to Proceed with each phase will
have a different date.
DESIGN PHASE shall be as defined in the Technical Specification/Requisition.

PURCHASE ORDER
Schedule [12]
Special Terms and Conditions
Page 2 of 4
DESIGN PHASE PRICE shall mean the total of sums to be paid to Vendor for
completing the DESIGN PHASE, as specified in the Order.
DRAWING DELIVERY DATE shall mean the date for completion of the DESIGN
PHASE. The DESIGN PHASE is complete when Vendor issues the DESIGN
PHASE deliverables, as stated in the Technical Specification/Requisition,
incorporating all Buyers review comments in accordance with the procedure
outlined in Articles 5.2.1 a) and b) below.
MANUFACTURING PHASE
Specification/Requisition.

shall

be

as

defined

in

the

Technical

MANUFACTURING PHASE PRICE shall mean the total of sums to be paid to


Vendor for completing the MANUFACTURING PHASE, as specified in the Order.
SHIPMENT DATE shall mean the date for delivery of the Goods as stated in the
Technical Specification/Requisition.
3.0

NOVATION
By executing this Order, Vendor expressly acknowledges and consents to the
future execution of a Novation Agreement (hereinafter Novation Agreement),
alternate forms of which are set forth in Schedule 11hereto.
Upon the execution of the Novation Agreement, Vendor agrees to look solely to
the Novatee for the performance of all of Buyers obligations under this Order.
Execution of the Novation Agreement shall be deemed a release by Vendor of
any and all liabilities of YANBU ARAMCO SINOPEC REFINERY COMPANY
Such liabilities include but are not limited to any liens, claims, and demands by
any party arising at any time, prior or subsequent to the effective date of the
Novation Agreement, under this Order.

4.0

PAYMENT TERMS
DESIGN PHASE
4.1

Vendor shall receive no monthly payments or interim milestone payments


for its services under the DESIGN PHASE.

4.2

Not Used

MANUFACTURING PHASE
4.3

Vendor shall be paid by the Buyer for completing the MANUFACTURING


PHASE in accordance with Schedule 1B:

PURCHASE ORDER
Schedule [12]
Special Terms and Conditions
Page 3 of 4

4.3.1

5.0

Change orders which necessitate adjusting the schedule shall


specify the remaining unpaid progress payment amounts which
shall not be delayed as a result thereof.

SPECIAL PROVISIONS
5.1

VENDORS DESIGN PHASE PERFORMANCE


Vendor shall promptly and diligently proceed with all aspects of the
DESIGN PHASE only upon receipt of Buyers written Notice to Proceed
with the DESIGN PHASE. Vendor shall deliver to Buyer on or before the
DRAWING DELIVERY DATE, a complete set of those deliverables as set
forth in this Purchase Order. Vendor Documentation and the Technical
Specification/Requisition, incorporating all of Buyers review comments in
accordance with the procedure outlined in Articles 5.2.1 a) and b) above.

5.2

VENDORS MANUFACTURING PHASE PERFORMANCE


Not used

5.3

CONDITIONS PRECEDENT TO VENDORS PERFORMANCE


5.3.1

5.4

Vendor expressly acknowledges and agrees that Vendor shall


proceed only with that phase of Vendors services for which a
written Release has been received by Vendor from Buyer. Vendor
shall be solely responsible for any indebtedness or liability of any
kind which Vendor incurs to the extent that such liability or
indebtedness is not authorized by such Release, and Vendor
agrees to defend, indemnify and hold Buyer, ARAMCO
SERVICES COMPANY and CONOCOPHILLIPS YANBU LTD,
harmless from any such indebtedness or liabilities of any kind
whatsoever. Specifically, but not by way of limitation, Vendor shall
be solely responsible for any manufacturing commitments made
by Vendor prior to receipt of such Release with the
MANUFACTURING PHASE.

LIABILITY POST NOVATION


Once a Novation Agreement is executed then Vendor agrees to invoice
Novatee directly for such services as though Novatee has been named as
an original party to this Order and shall look to Novatee as that party
solely and entirely responsible for the performance of all of Buyers duties
hereunder. Vendor agrees to release YANBU ARAMCO SINOPEC

PURCHASE ORDER
Schedule [12]
Special Terms and Conditions
Page 4 of 4
REFINERY COMPANY from any and all claims for payment under this
Purchase Order upon the execution of said Novation Agreement unless
the Novatee is YANBU ARAMCO SINOPEC REFINERY COMPANY
Vendor shall defend, indemnify and hold Buyer, Novatee, YANBU
ARAMCO SINOPEC REFINERY COMPANY and their affiliates harmless
from any and all liabilities (including but not limited to liens, claims,
demands, fines, penalties, costs and damages) heretofore or hereafter
arising out of or in respect of any claim by any person or governmental
agency, including but not limited to claims for payment for taxes, payroll
insurance, work, labor, services or materials heretofore performed,
furnished or rendered under or pursuant to or in respect of the
performance of this Order, which indemnity obligations shall survive
novation of this Order.
6.0

THIRD PARTY BENEFICIARY


At the sole option and election of Yanbu Aramco Sinopec t Refinery or its
affiliates, all of Buyers rights under this Order shall insure to the benefit of Yanbu
Aramco Sinopec Refinery who shall have the absolute and unconditional right to
enforce any one or more of the provisions hereof as it so desires.

7.0

ENTIRE AGREEMENT
This Order constitutes the entire agreement between the parties hereto and
supersedes all prior written or oral submissions, representations, negotiations or
agreements relating thereto, except to the extent that they are expressly
incorporated herein. No changes to this Order shall be effected unless in writing
and signed by duly authorized representatives of both parties.

PURCHASE ORDER
Schedule [13]
General Conditions of Purchase Dated 15Apr08
Page 1 of 3

PURCHASE ORDER
Schedule [13]
General Conditions of Purchase Dated 15Apr08
Page 2 of 3

PURCHASE ORDER
Schedule [13]
General Conditions of Purchase Dated 15Apr08
Page 3 of 3