Section I.

Special Conditions of Agreement

The following Special Conditions of Agreement shall supplement the General Conditions of Agreement. Whenever there is a conflict, the provisions herein
shall prevail over those in the General Conditions of Agreement.

1.

2.

DEFINITIONS
Seller means the individual or firm supplying the Goods and Services under this Agreement.
Buyer means the organisation purchasing the Goods and Services, as named in this Purchase Agreement.
"The Purchase Agreement" means the agreement entered into between the Buyer and the Seller, as recorded in the Purchase Agreement Front
Sheet signed by the Parties, including all attachments and appendices thereto and all documents incorporated by reference therein.
"The Purchase Agreement Price" means the ceiling price payable to the Seller under the Contract for the full and proper performance of its
contractual obligations.
"The Goods" means all of the equipment, machinery, and/or other materials which the Seller is required to supply to the Buyer under the
Contract.
"The Services" means those services ancillary to the supply of the Goods, such as transportation and insurance, and any other incidental
services, such as installation, commissioning, provision of technical assistance, training, and other such obligations of the Seller covered under
the Purchase Agreement.
PRICES

Sellers price shall comprise of the sub-suppliers price, plus Sellers commission, less discounts. The BUYER shall audit the Sellers
prices on a three (3) monthly basis to verify the catalogue prices, commissions and discounts of the Supplied goods comply with the Purchase
Agreement.
3. DELIVERY SCHEDULE
The Seller undertakes to deliver the goods defined in any Call-Off from this Purchase Agreement and within the delivery schedule and in
accordance with the delivery terms specified on the Front Sheet of this Purchase Agreement: Partial deliveries are allowed.
4.

5.

DELIVERY AND DESPATCH INSTRUCTIONS

(a) On no account must material be despatched prior to Seller being issued with an MMT no. and delivery instructions. All delivery
arrangements, including the issue of MMT nos. will be co-ordinated through Buyers Expediting/Traffic Group.
(b) Insurance: In the case of FOB & CFR delivery Forty eight (48) hours prior to delivery Seller must provide the Buyer the following
information to enable the Buyer contract the transport insurance between the delivery point and the final destination:
The value of the delivery;
Shipping loading and unloading point;
Buyers purchase Agreement number;
Weight of the goods (kilos);
Total gross weight; and
Total volume expressed in cubic metres.
INVOICING
(a) It is the Sellers responsibility to tender invoices according to the terms of this Agreement. For goods being imported, correctly detailed
Invoices and Shipping Documents as detailed in the payment terms on the Purchase Agreement Front-sheet must be provided to the Buyer
with seven (7) days of delivery of the goods. Documents that are incorrect or do not comply with the terms of this Agreement shall be
returned for correction and re-submission. The effective date of receipt of documents for payment will apply only to correctly rendered
documents. Currency: Invoice will be paid only in the currency or currencies specified in this Agreement. Each invoice shall specify only
one currency. Currencies can only be converted or altered by the issue from the Buyer of a properly authorised Change Agreement.
Invoices for Service Work and related expenses shall be submitted to Buyer no later than forty-five (45) days after the month-end of the
activity.
(b)Invoice instructions. The proforma and payment invoice shall be written in French language detailing the following:
Invoice shall make reference to the Buyers Purchase Agreement number and Item numbers on the Agreement;
Date of the delivery according to the PO delivery terms;
Description of the goods;
Customs Number;
Origin of the goods;
Total value in figures and letters stating precisely the amount ex-works, packing and the value of the goods according to the delivery terms
stated on the Purchase Agreement Front-sheet;
Payment Terms; and
The Sellers Banks address and account number.
The original copy shall be stamped and include the company title. Invoices must be supported with the documentation referenced under
the Payment Terms and detailed on the Purchase Agreement Front-sheet.
(c) Packing List instructions: Each delivery shall be accompanied by an itemised packing list detailing the following:
Buyers Purchase Agreement number;
Quantity and description of each item delivered;
Reference to Buyers Purchase Agreement line item numbers and tag numbers;
Weight of the goods (kilos);
Total gross weight; and

Brown & Root - Condor

Form: PUR004 rev.01, date:24/06/01

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Total volume expressed in cubic metres.

6. SUBMISSION OF CORRESPONDENCE AND DOCUMENTATION

All correspondence ( not covered in the Drawing and Data Requirements Instructions to Seller) and required Documentation appertaining to this
Purchase Agreement shall be clearly marked with the Buyer PO No. and to the address and contact detailed on page 1 of this Purchase Agreement.
7. WARRANTY
The Seller warrants that the Goods supplied under the Purchase Agreement are new, unused, of the most recent or current models, and that they
incorporate all recent improvements in design and materials unless provided otherwise in the Purchase Agreement. Warranty Period shall be Twelve
(12) months from Delivery, whichever concludes earlier. The Seller further warrants that all Goods have no defect, arising from design, materials, or
workmanship (except when the design and/or material is required by the Buyers specifications) or from any act or omission of the Seller, that may
develop under normal use of the supplied Goods. The Seller shall with all reasonable speed, repair or replace any defective Goods or parts without
costs to the Buyer.
8. EFFECTIVE DATE OF AGREEMENT
This Purchase Agreement shall become effective upon the date of signing by both parties.

Brown & Root - Condor

Form: PUR004 rev.01, date:24/06/01

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