Purchase order

Siemens S.A.C RUC 20303180720 Av. Domingo Orue 971, Surquillo. Lima 34 . Peru
________________________________________________________________________
This order is subject to the terms and
conditions printed below and on reverse side
or attached conditions.
SIEMENS AG
E T HP H 33 Please quote our Purchase Order No. and Customer Ref.
No. on your invoice and delivery order. If you are unable
Nonnendammallee 104 to meet the scheduled delivery, please contact us on your
best delivery date.
13629 BERLIN
GERMANY

Please deliver to
Siemens Perú
- Av. Domingo Orue 971
510134 Lima

Order No. Date Your Vendor No. with us Your reference

4500014286 18.11.2010 60000070 AF000003
References Our Org-ID GBK Contact
U722 LOURDES AGUIRRE CAMPOS, PERU SSLA LOG:
A1203187 Lima- Peru
Invoice Address Incoterms 2000 FOB HAMBURGO
SIEMENS S.A.C Mode of Dispatch Maritime transport
Av. Domingo Orue 971 - Surquillo, Recipient
Lima, Peru Part delivery Partial delivery allowed
Delivery date See item level

Payment Terms ICUT Payable end of the month of invoice date

Item Description of Goods / Service Quantity / Unit Currency / Price unit Total Price
USD USD
We require an order acknowledgment for the following
items:
00070 100103931
- Interruptor Intemperie 3AP1FI-145kV PSD 5 Piece 41.577,38 207.886,90
Interruptor de Interperie 3AP1FI-145kV 2000A, 40kA, IEC
accionamiento de
resortes, control V4, dispositivo de mando Sincronizado
PSD, SF6 para el
primer llenado, estructura soporte
Commodity Code: 8535.30.00
Deliv. date: 20 May 2011
00110 100106945
Interrupt Intemp 3AP1FI-245kV,4000A,40kA 2 Piece 40.354,51 80.709,02
Interruptor de Intemperie 3AP1FI-245kV, 4000A, 40kA,
IEC, accionamiento

Remarks

Siemens S.A.C.
RUC 20303180720
Av. Domingo Orue 971, Surquillo.
Lima 34 - Peru
Tel.: +511 - 2150030
Fax: +511 - 4219292

Page 1 / 10
 Purchase order
Siemens S.A.C RUC 20303180720 Av. Domingo Orue 971, Surquillo. Lima 34 . Peru
________________________________________________________________________

SIEMENS AG
E T HP H 33 Order No. Date
Nonnendammallee 104 4500014286 18.11.2010
13629 BERLIN
GERMANY

Item Description of Goods / Service Quantity / Unit Currency / Price unit Total Price
USD USD
de resortes, control V4, SF6 para el primer llenado
Commodity Code: 8535.30.00
Deliv. date: 07 Apr 2011
00120 100103916
Interruptor 3AP1FI-245kV 2500A 220VCC 15 Piece 40.354,51 605.317,65
Interruptor de Interperie 3AP1FI-245kV 2500A, 40kA - 220
Vcc/220 Vca
Commodity Code: 8535.30.00
Deliv. date: 20 May 2011
00130 100148145
Interruptor 3AP1FI-245kV 2500A 110VCC 8 Piece 40.354,51 322.836,08
Interruptor de Interperie 3AP1FI-245kV 2500A, 40kA - 110
Vcc/220 Vca
Commodity Code: 8535.30.00
Deliv. date: 20 May 2011
00140 100148146
Polo Interruptor 3AP1FI 245kV 1 Piece 19.817,00 19.817,00
Polo de Interruptor de Interperie 3AP1FI-245kV 2500A,
40kA - 220 Vcc/220
Vca
Commodity Code: 8535.30.00
Deliv. date: 20 May 2011
00150 100103933
Repuestos 3AP1FI-245kV Bobina C/A 9 Piece 119,63 1.076,67
Repuestos 3AP1FI-245kV: (01) Bobina de Cierre , (01)
Bobina Apertura
Commodity Code: 8536.50.90
Deliv. date: 20 May 2011
00160 100103934
Herramientas 3AP1FI-245kV 2 Piece 2.924,24 5.848,48
Herramientas 3AP1FI-245kV: (04) Equipo de Llenado de
Gas, (02) Busca

Remarks

Siemens S.A.C.
RUC 20303180720
Av. Domingo Orue 971, Surquillo.
Lima 34 - Peru
Tel.: +511 - 2150030
Fax: +511 - 4219292

Page 2 / 10
 Purchase order
Siemens S.A.C RUC 20303180720 Av. Domingo Orue 971, Surquillo. Lima 34 . Peru
________________________________________________________________________

SIEMENS AG
E T HP H 33 Order No. Date
Nonnendammallee 104 4500014286 18.11.2010
13629 BERLIN
GERMANY

Item Description of Goods / Service Quantity / Unit Currency / Price unit Total Price
USD USD
fugas para SF6 Wessel HI300 CPU-C
Commodity Code: 8536.50.90
Deliv. date: 20 May 2011
00170 100103932
Herramientas 3AP1FI-145kV 1 Piece 1.462,12 1.462,12
Herramientas 3AP1FI-145kV: (02) Equipo de Llenado de
Gas, (01) Busca
fugas para SF6 Wessel HI300 CPU-C
Commodity Code: 8536.50.90
Deliv. date: 20 May 2011

Total net value excl. tax USD 1.244.953,92

VAT (0.00%) USD 0,00
Total value incl. tax USD 1.244.953,92
SHIP TO:
SIEMENS SAC
AVENIDA DOMINGO ORUE 971
LIMA 34 - SURQUILLO
PERU
CONTACTO: LOURDES AGUIRRE
PROYECTO AMPLIACIÓN VII
Datos del Proveedor:
SIEMENS AG E T HP H 33
Nonnendammallee 104 Berlin 13629 DE
- Contacto: Stefanie Schmidt-Oster / Ulises Santiago
- Incoterm: FOB Hamburgo
- Despacho Maritimo
- Envío completo
- Empaque sobre base de Madera
- GBK: U722
- De acuerdo a Oferta E T HP CB B S 3/347030.01/JUS y
mail enviado

Remarks

Siemens S.A.C.
RUC 20303180720
Av. Domingo Orue 971, Surquillo.
Lima 34 - Peru
Tel.: +511 - 2150030
Fax: +511 - 4219292

Page 3 / 10
 Purchase order
Siemens S.A.C RUC 20303180720 Av. Domingo Orue 971, Surquillo. Lima 34 . Peru
________________________________________________________________________

SIEMENS AG
E T HP H 33 Order No. Date
Nonnendammallee 104 4500014286 18.11.2010
13629 BERLIN
GERMANY

por Stefanie Schmidt-Oster el 18.11.2010

- AWV: NN
- Cliente: Red de Energía del Perú
- Resp. Comercial: S. Encinas
AWV: NN
Shipping: 10
4446 Siemens SAC
ORGID: A1203187
Purch. Org.: 0562 EPT Peru
SAP PO: 4500014286
Contract number: KARL HEINZ DIETRICH

Remarks

Siemens S.A.C.
RUC 20303180720
Av. Domingo Orue 971, Surquillo.
Lima 34 - Peru
Tel.: +511 - 2150030
Fax: +511 - 4219292

Page 4 / 10
Condition of Purchase
Purchasing or Manufacturing General Conditions
1. APPLICATION
S.A.C., from now on named SIEMENS places all its orders with strict
subject to the present purchasing conditions, unless opposing
agreement which, to be able to be valid, must be given expressly in
writing. The general conditions registered in the supplying entities'
offers, contracts and documents, will under no circumstances affect
SIEMENS, as long as they do not declare their approval and agreement to damage caused to people, properties or equipment during the execution
such expressly and conclusively.
Any order modification will have effect only if SIEMENS gives its consent
in writing. In any case for SIEMENS to comply with an order or
modification, it is necessary to have the corresponding document signed
by two authorized people in that matter, with the Company's prior
signature.
The conditions here established are understood as incorporated and
applicable to any "Purchase Order" issued by SIEMENS and the supplier
iscompletely bound to expressly or tacitly accept such order, even in a
case of legal action.
No stipulation or condition following the "Purchase Order" date that
opposes the former agreement will have any validity against SIEMENS,
unless it has been previously accepted by SIEMENS by means of a
written agreement sent to the supplier.
The use of the abbreviation "SIEMENS" replaces the company's name
"SIEMENS AG" (Siemens Sociedad An?nima Cerrada), with Taxpayer
Register No.20303180720 and official address in Lima, Peru.
The "SUPPLIER" will be understood as the natural person or legal entity
that has business with SIEMENS, under the present conditions.
"PURCHASE ORDER" will be understood as Purchasing or
Manufacturing Order issued bySIEMENS which are part of the present
conditions
2. SCOPE OF THE PRESENT CONDITIONS
The description and technical conditions of the materials, elements,
products, equipment and services subject to purchase, method of
payment,deadlines and delivery place subject to the contract of sale are
stipulated in the present "Purchase Order".
All expenses, transport risks and goods packaging subject to this
"Purchase Order" up to its stipulated destiny will be at the SUPPLIER'S
own risk. To this end, the SUPPLIER will cover such risks by issuing
insurances or bonds accordingly, which will guarantee the purchased
goods' transport and value up to its destiny.
The contract of sale is understood to be completed in the date of any
ofthe following events: a) the SUPPLIERS signing of the present
document Purchasing or Manufacturing General Conditions; b) when
there is tacit acceptance of the terms of the Civil Code Article 141.
It will always be understood that the SUPPLIER'S acceptance is pure and
simple.
SIEMENS will only be responsible for the resultant damage derived from the
actions or omissions directly attributed to them. In any case SIEMENS'S
responsibility, for each completed deal with the issuing of the purchasing
order, in any unforeseen happening, will never exceed one hundred percent
of the Purchase Order value. (Purchase Order)
The SUPPLIER will be liable before SIEMENS and third parties for all the
subject to the purchase order derived from the SUPPLIER'S actions or
omissions and/or staff in charge.
Should there be third party complaints for damage caused, as a result or
consequence of the purchase order execution, the SUPPLIER will deal with
them appropriately and completely take over the expenses of such
complaints including, but without limiting to, lawyer fees, reparations,
compensation, etc. In the event of SIEMENS having to pay any sum of
money for these concepts, they will be authorized to discount such amounts
from the sums owed to the SUPPLIER, and if this were not enough, it could
put into effect the constituted guarantees, collect the penalty fine clause or
have recourse to judicial or extrajudicial via, for which the present
document and the corresponding supports will be of executive merit.
SIEMENS' Purchase Order fulfillment is subject to the lack of impediments
by national or international legal regulations, especially those referring to
export control regulations.
3. PURCHASE ORDER GOODS DELIVERY
The SUPPLIER must guarantee the good conditions of the goods sold for
the period of two (2) years starting upon their reception and acceptance by
SIEMENS. The SUPPLIER complies to deliver, in the designated place and
within the deadline planned, whatever is established in the "Purchase
Order", completely fulfilling the quantities, characteristics and technical
conditions stipulated and an acceptable quality in the work done or the
materials used.
Unless it is agreed or SIEMENS authorizes expressly in writing, the
SUPPLIER'S partial deliveries will not be accepted.
The SUPPLIER must attach to each of the dispatches a commercial
shipment document, original with three copies, indicating invoice number
and date.
In case of non-fulfillment of any of the stipulations above, SIEMENS
reserves the right to receive or refuse the goods or to receive part of it.
4. RISK TRANSFER, SHIPMENT AND PLACE OF EXECUTION
For deliveries that require installation, starting, or service corrections, the
risk transfer of the goods takes place once the parties sign the delivery
minute to their satisfaction. For deliveries that do not require installation or
starting, the risk of transfer takesplace when SIEMENS receives and accepts
the goods in the place of delivery.
Page 5 / 10
The SUPPLIER will bear the delivery and packaging charges. To allocate
the SUPPLIER'S prices delivered in the factory or in the warehouse,
transport charges must be, in each case, the lowest possible,
depending on whether SIEMENS has not required a specific way of
delivery. Any additional charges resulting from the disagreement with
the transport requirements will be borne by the SUPPLIER. In cases
where charges were quoted for free to the receiver, SIEMENS will be
able to determine the way of transport. Any other additional charges
resulting from the need to comply with the delivery deadline by
speed-up delivery will be borne by the SUPPLIER.
Each delivery must include a packaging delivery note with details of
its content as well as the complete order number. The SUPPLIER must
immediately send SIEMENS a dispatch note with all the information
included.
5. PURCHASES INVOICING
The SUPPLIER must attach to the goods' dispatch the corresponding
commercial invoice with two (2) copies, the shipping of the goods
properly signed and sealed by the person in charge of materials
reception, "Purchase Order" copies, and any other necessary documents
(Insurance, pact and salvo signed by the workers involved in the
execution of the works offered, a document that proves compliance of
obligations with health systems, professional risks, pensions and
contributions to the Household Compensation Funds of the workers
involved in the execution of the works offered, etc. depending on the
situation). For services invoicing, a services agreement document
issued by SAP must be attached. These documents must be handed in
Domingo Oru? Av. 971 Surquillo.
The invoice that the SUPPLIER sends must comply with all the
requirements stipulated in the Payment Receipts Regulation
(Reglamento de Comprobantes de Pago) and any other applicable law.
In the case of failing to meet the requirements of the regulations
mentioned above, SIEMENS will send back the invoice and refrain from
making any payment until such dispositions are complied with. In this
case, the payment deadline will start upon delivery of the documents
that comply with the regulations mentioned in the paragraph above.
Without prejudice to, any mistake in the invoice on behalf of the
SUPPLIER at the expense of SIEMENS being it of the administrative,
tributary kind or any other nature will entirely be assumed by the
SUPPLIER.
6. PAYMENTS AND ADVANCES
SIEMENS will make goods or services payments of "purchase orders"
provided that the SUPPLIER has complied with them to SIEMENS' complete9. FINES IMPOSITION AND MONEY PENALTY CLAUSE
satisfaction and in the opportunity stipulated with its obligations.
Inany case, payments by SIEMENS will be made once the period of time
that appears in the obverse of the money order under "method of
payment" has passed. Likewise, the payment dates to SUPPLIERS will
take effect in accordance to SIEMENS' internal policies.
Only as an exception will SIEMENS make money advances to the SUPPLIER
as part of the value of the goods or services subject to the "Purchase
Order", provided that the SUPPLIER takes into account the necessary
guarantees to cover any eventuality that could derive in the failure to comply
with the rendered services or the delivery of goods according to the
situation.
7. FINES
In the case of delays or the SUPPLIER's failure to comply with any of the
obligations, or its flawed or untimely compliance, SIEMENS will, for each
case or constituent element of failure to comply, or for each day that such
failure to comply extends, collect fines equivalent to two per cent (2%) of the
purchase order value. The SUPPLIER expressly authorizes SIEMENS to
compensate for the fines from its credit balance or from any other sum that
SIEMENS owe them.
For the imposition, a document that notifies such fines will be enough.
Payment of fines does not imply that purchase order obligations have been
wiped out, nor will it free the SUPPLIER from compensation for the
corresponding damages.
When a final client of SIEMENS or any other competent authority imposes
fines and sanctions to SIEMENS, originated in failures attributed to the
SUPPLIER, they must compensate SIEMENS in the same terms and for the
same concept. To this end, the SUPPLIER must pay SIEMENS the
corresponding sum of money within the period of time established by the
organization that imposed the fine. If the deadline expires, the SUPPLIER
will not pay SIEMENS the amount of the fine, the SUPPLIER irrevocably
authorizes SIEMENS to discount the sum of money from its credit balance.
If this were not enough, the SUPPLIER must pay the balance of the fine not
covered within the ten (10) work days following the notice issued by
SIEMENS, being this document of executive merit. The SUPPLIER will bore
exclusively the charges originated by these complaints, all of the above,
with no prejudice of the compulsory procedure established in the present
contract.
8. PENALTY CLAUSE
In the event that SIEMENS ends some of the issued purchase orders
because of failure to comply any of the obligations on behalf of the
SUPPLIER, the SUPPLIER agrees on paying SIEMENS, as a penalty, a sum
of money equivalent to twenty percent (20%) of the value of the failed
purchase order. The imposition of the penalty clause does not exclude
compensation for damages on behalf of the SUPPLIER, if the amount of
these were higher, in SIEMENS opinion, to the value of the penalty clause
fine here agreed.
The value of the fines and the money penalty clause can be collected by
SIEMENS directly from the amount owed to the SUPPLIER if it were the
case, or from the constituent guarantees, and if this were not possible they
will be collected through an executive via, this document constitutes the
executive title along with the corresponding purchase orders. The collection
Page 6 / 10
The collection of fines and/or the penalty clause will not prevent
SIEMENS from demanding the collection of additional damages caused by work or services or products, parts, materials, elements, equipment refused
the SUPPLIER'S failure to comply its obligations.
10. GOODS OR SERVICES REFUSAL
The SUPPLIER must carry out activities or deliver products subject to
the Purchase order within the deadlines indicated by SIEMENS in the
Purchase Order and/or in the work timetable approved by SIEMENS.
Failure to carry out activities or deliver products in the deadline
indicated, without the existence of external reasons outside the
SUPPLIER's and that go beyond their control to justify it, could lead
to the imposition of the anticipated sanctions and/or ending of the
purchase order.
In the event that SIEMENS refuses or makes observations to the
activities or products, it will be understood that such were not
received to the satisfaction, having the SUPPLIER to execute again the
activities or deliver the products incorporating or solving the
failures within five (05) work days upon announcement of the refusal
or within the deadline that SIEMENS establishes for this purpose.
In any case, should any failure occur in the quality of the goods or
services provided, the SUPPLIER is bound to proceed immediately to
tackle the requirements being asked in regards to:
a)Analysis and causes of the problem
b)Immediate application of Corrective Measures
c)Assistance to technicians or subcontracting of qualified staff
d)Replacement of defective material
e)Damage repairing caused by a service or supplies provided unsuitably
If the deadline granted to the SUPPLIER ends, and they refrain from
executing activities or delivering products without incorporating or
solving satisfactorily the observations made by SIEMENS, it will be
understood that such activities or products were not received to the
satisfaction of SIEMENS and that there is breach of contract. In such
case, SIEMENS could impose the anticipated sanctions in this document. d) Civil Extra-contractual Liability: For an amount equivalent to fifty percent
In any case, and without prejudice to SIEMENS receiving the activities
and/or products to its satisfaction, the SUPPLIER is bound to take
into account and rectify the observations made by SIEMENS during the
period of execution of the Purchase Order and the end of the
guarantee.
11. THE SUPPLIER'S RESPONSIBILITY
The responsibility for the quality of the works or services and
products subject to the Purchase Order correspond only and exclusively
to the SUPPLIER, and any supervision, revision, verification or
inspection done by SIEMENS on the activities, processes or products to
be implemented, carried out and delivered by the SUPPLIER, will not
refrain them from its responsibility for due compliance of the
obligations that come from of the Purchase Order.
By virtue of the above, the SUPPLIER must redo at his expense the faulty
by SIEMENS, which does not imply changes in the Purchase Order deadline,
unless agreed differently through a written document signed by both parties.
In the event that the SUPPLIER refuses to redo the faulty works or services,
or correct the rejected products, or failed to do the works or services or
delivered the products in acceptable terms for SIEMENS, within the deadline
to do so, SIEMENS will be able to carry them out or obtain them directly or
hire third parties. In that case, SIEMENS will charge the SUPPLIER the cost
of such works and services or the cost of the products obtained directly
from third parties, plus an additional ten (10%) over the total value, as
administrative expenses.
The amounts, in accordance to this arrangement, that the SUPPLIER owes
SIEMENS, could be discounted from the SUPPLIER'S pending credit balance
or imputed to the corresponding guarantee or collected through the
executive via, for which the present conditions along with the purchase
order and the document that settle such values will be of executive merit.
12. GUARANTEES
The SUPPLIER will set up in favor of SIEMENS within five (05) days
following the purchase order issuing and will maintain updated at all times
during its execution, the following bonds, without prejudice to the other
protection that SIEMENS seeks to insure, depending on the nature of the
project to be executed.
a) Purchase Order Loyal Fulfillment Bond : For an amount equivalent to
thirty percent (30%) of the purchase order value, with a validity not less than
the delivery deadline of the goods and services plus six more months.
b) Proper Investment of Advances Bond: For an amount equivalent to one
hundred percent (100%) of the advance value, with a validity of not less than
the delivery deadline of goods and services plus six more months.
Applicable in all cases where there was an advance no matter the amount.
c) Quality of goods and/or equipment supplied Bond: For an amount
equivalent to fifty percent (50%) of the purchase order value, with a validity
not less than the delivery deadline of goods and services plus two more
years.
(50%) of the purchase order value, with a validity of not less than the
delivery deadline of goods and services plus two more years.
The guarantees requested should be accompanied by its corresponding
receipt. All the other guarantees are required in accordance to the
characteristics of each contract according to Annex No.1
13. TERMINATION
The purchase order will legally end with no need of judicial intervention for
the following causes:
a) The death of the SUPPLIER if it is a natural person or the dissolution of
the company in the case of legal entities.
b) The SUPPLIER'S financial inability presumably after being declared
bankrupt, participates in meeting of creditors, fails to comply massively with
his duties or completely suspends payments to its creditors.
Page 7 / 10
c) Any other serious obligation that within reason the SUPPLIER may be
presumed of financial inability to comply with the payment of his
obligations.
d) When the SUPPLIER fails to comply with the stipulated conditions in
this document or the issued purchase orders, or is incapable of carrying
them out.
e) When the SUPPLIER makes actions or omissions that damage or
affect the trust placed on him or in SIEMENS reputation because of the
execution of activities.
f) In the case that SIEMENS detects anomalies or irregularities in the
services rendered.
g) At any time, when the SUPPLIER fails to comply with SIEMENS'
Business Conduct Guidelines.
h) When there are obstacles derived from national or international orders
on foreign trade rights, embargos (and/or other sanctions) which prevent
the SUPPLIER from complying such as when the SUPPLIER is listed in
the Sanctioned Parties Screening (Clinton List) or other lists of similar
nature.
i) The SUPPLIER for not complying with the labor, social security,
tributary regulations and any other kind demanded to employers.
j) At any time, through written communication sent by SIEMENS to the
SUPPLIER with a minimum of fifteen (15) days in advance, without any
compensation whatsoever. In any case, SIEMENS will pay the SUPPLIER
for any work effectively executed until the ending date notified.
k) Also the SUPPLIER and SIEMENS will be able to agree by mutual
consent the purchase order ending.
l) By ending of the purchase order execution deadline.
In case of any of the ending causes mentioned above, with exception of
the ones agreed in points j, k. l; SIEMENS could put into effect the
penalty clause which could be deduced for compensation, from the
constituent guarantees and/or through judicial execution, for which
effect the present document and corresponding purchase orders will be
of merit as an executive title, without prejudice to payments of additional
damages caused.
14. CONTRACTUAL REGISTERED OFFICE
For all extrajudicial and judicial affairs, the parties give as a registered
office the city of Lima. It will be the applicable substantive law and the
Civil Code regulations that will regulate these kinds of rendered services. a) A self-revision in the format provided by SIEMENS or failing that
15. TRANSFER AND SUBCONTRACTING
The SUPPLIER will not be able to:
a) Transfer totally or partially the Purchase Order to anybody without
prior authorization expressed and written by SIEMENS.
b) Subcontract the execution of one or several activities in his charge,
unless SIEMENS authorizes it expressly in writing.
The Purchase Orders issued by SIEMENS will be able to be transferred
on behalf of SIEMENS to any company of SIEMENS' worldwide group,
not requiring any prior authorization on behalf of the SUPPLIER.
16. ETHICS
The contracting parties declare that in the purchase order execution any
other necessary controls will be in effect to comply with the regulation
principles of contractual good faith, healthy competition and managerial
ethics. Likewise, the SUPPLIER acknowledges and is bound to fulfill legal
and corporative regulations against terrorism and the regulations of
SIEMENS Business.
Conduct Guidelines, which are integral part of the purchasing present
general conditions.
17. ANTIMONOPOLY
Actions and agreements are expressly prohibited between the contracting
parties, to avoid setting up a monopoly or actions which could limit free
competition, all of this in accordance with constitutional and legal principles
to promote and protect free competition practices.
18. ANTICORRUPTION
Both parties agree that during the development of contractual operations,
they must observe an appropriate and transparent use of goods and/or
resources subject to the present juridical business based on principles such
as honesty, efficiency, efficacy and legality and respect the juridical norms
and regulations valid in issues related to actions against corruption.
19. AUDIT
The SUPPLIER is bound to save, keep and put at SIEMENS disposal all
receipts, records, books, and mail related to the purchase orders issued by
SIEMENS during the execution of the works and for a period of five (5) more
years. During such period, SIEMENS is expressly authorized by the
SUPPLIER to check account books, mail, records and any other documents
related to the purchase orders issued, in order to verify the accuracy of the
accounts and transactions related to the orders.
20. CORPORATE LIABILITY IN THE SUPPLYING CHAIN
The SUPPLIER must fulfill the principles and regulations of the "Code of
Suppliers", attached here in Annex 1(from now on called Code of Conduct)
In case SIEMENS requires it (this will not happen more than once a year) the
SUPPLIER must send SIEMENS:
b) A written report approved by SIEMENS describing actions taken or to be
taken that assure compliance of Code of Conduct
SIEMENS' representatives or authorized third parties and with SIEMENS
consent will be authorized (however not obliged) to carry out inspections
that prove that the SUPPLIER fulfills the Code of Conduct.
The inspections will be carried out once the corresponding written
notification is received from SIEMENS and during the regular work
Schedule.
The inspections will always be protected by the law that regulates protection
of information and will not interfere in the SUPPLIER'S daily business, as
well as it will not force them and will keep a confidentiality spirit. The
Page 8 / 10
In case the SUPPLIER fails to observe the Code of Conduct or refuses
the inspection referred to in paragraph 3 of this article and after notifying
the SUPPLIER and granting an opportunity to correct the situation, he
still refuses, SIEMENS will be able to end the purchase orders currently
in execution without having to pay any compensation whatsoever.
Failure to comply could be - without being the only ones - child labor,
corruption, non-fulfillment of the Code of Conduct and environment
protection, among others.
The opportunity to correct will not fall on rights and principles
infringement as well as it will not consider child labor and/or Code of
Conduct and environment protection violations.
21. CONFIDENCIALITY
To protect its rights in regards to the corresponding Information
Property of SIEMENS or its affiliates, it is agreed that:
Without prior written consent by SIEMENS, the SUPPLIER will not
disclose, provide or supply any of the Information Property of SIEMENS
or its affiliated companies, under no way, to any person, except for its
employees, managers or directors, whose access to the Information
Property of SIEMENS or any of its affiliates is necessary to allow the
execution of the current legal business. The SUPPLIER agrees that
before disclosing any Information Property of SIEMENS or its affiliate
companies, will ask from the person or company that receives such
information a written agreement, in the sense that such consultant will
be bound in the same terms and conditions specified in this clause in
regards to the Information Property of SIEMENS or of any of its affiliates.
The SUPPLIER admits that any disclosing to third parties of the
Information Property of SIEMENS or of any of its affiliates could cause
immediate and irreparable damage to the proprietor of such revealed
Information; consequently, the SUPPLIER agrees to take all reasonable
measures and the same protective precautions they use to protect their
own information, from disclosing it to third parties.
22. ENVIRONMENT
The SUPPLIER will be responsible for the appropriate environmental
management in its processes, including handling and final disposal of
solid and/or liquid waste generated during the execution of the purchase
order in accordance with the current laws in this matter. In case any
environmental impact is caused by transport, handling and/or disposal of
such, the SUPPLIER will be responsible for damages and harm
generated from the corresponding environmental impact mitigation,
having to, in any case, keep SIEMENS exempt from any complaint or
third parties lawsuit.
During the purchase order execution, the SUPPLIER agrees to maintain
the facilities where the works are being carried out in complete order and
cleanliness, being bound to, additionally, separate waste in the site.
The SUPPLIER agrees to hand in detailed information to SIEMENS in
regards to the chemical content of the products they use, generate or
work with during the purchase order execution and the potential risks
that these represent to the environment and, in the cases where it is
necessary, about the final disposal of waste. Under no circumstances, will
this agreement exempt or limit the SUPPLIER's responsibility in regards to
the appropriate environmental management of its processes.
23. SOLUTION OF CONTROVERSIES
In the case that any differences, conflicts or disputes related to the
interpretation, execution, compliance, termination or consequences of the
Purchase Order could not be solved directly between the parties in a period
of time no longer than 30 calendar days, these will be submitted to direct
solution mechanisms for contractual controversies, such as the
extrajudicial conciliation, the friendly settlement and transaction.
24. RENOUNCING THE REQUIREMENT'S FORMALITIES
The SUPPLIER expressly renounces, from now on, to the formalities of the
requirement to be in default, in the case of delay or omission in the
compliance of his obligations.
Therefore accepts from now on, a plain written notice addressed to him in
such matter by SIEMENS, or a simple request by SIEMENS before a
competent judge to put its rights into effect.
25. TAXES
All direct or indirect expenses and taxes of national, departmental, regional
or municipal kind caused by the execution and compliance of the Purchase
Order will exclusively be taken care of by the SUPPLIER and will not be
subject to any refunding by SIEMENS. Likewise the SUPPLIER will see to
any new regulation and/or modification produced within the legal tax
system.
26. EXPORTS CONTROL
Should there be obstacles derived from national or international foreign
trade legal principles, embargos (and/or other sanctions) that prevent the
compliance on behalf of the BIDDER, such as, when the BIDDER is listed in
the Sanctioned Parties Screening (Clinton List) or any other similar lists.
I acknowledge that I accept the conditions stated in this document:
Signature:
Last Name, Name / Abbreviation:
City and Date:
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Annex No. 1

1. Offer reliability: It covers SIEMENS against damages or sanctions derived from the SUPPLIER's
failure to comply with the obligations established in the specifications or references and, especially to
subscribe the bidding contract in the terms and conditions subject to the adjudication, also, in some
cases to set up the guarantees for its execution. 30% of the offer's value and it is valid until the
bidding's closure + 90 days. This only applies to competition for posts and/or biddings.

2. Contract fulfillment: It covers SIEMENS against direct damages caused by failures attributable to
the SUPPLIER of the obligations derived from the guaranteed contract. The insured value is 30%
over the contract value contract duration + 60/90 days.

3. Good Management and Proper Investment of Advances: It covers SIEMENS against any
damages derived from the SUPPLIER's use or illicit seizure of money and goods that were given in
advance for the contract execution. 100% advance value until repayment.

4. Salary payment, Social Security Benefits and Compensations: It covers SIEMENS against any
damages caused by the SUPPLIER'S failure to comply with his labor obligations with the staff hired
for the contract execution. 30% of the contract value contract duration + 3 years, applies to all
contracts in which works are being developed by the SUPPLIER'S staff.

5. Work stability: It covers SIEMENS against damages derived from the SUPPLIER's failure to
comply with his obligation to repair damages caused in the work, in common use conditions, that
obstruct the service it is needed for, provided that it is attributable to the SUPPLIER. 30% of the
contract value, 3-5 years starting from the delivery of the work, applies to civil and infrastructure
works.

6. Goods or Service Quality: It covers SIEMENS against damages derived from the SUPPLIER's
attributable failure to comply with his obligation to answer for repairs, corrections or restructuring
damages or errors caused to the goods or, generate the hired services, in common conditions, as a
consequence of defects in the specifications and minimum requirements hired, 30% during the
contract validity.

7. Accurate equipment operation: It covers SIEMENS against all damages derived from the
SUPPLIER's attributed failure to comply with his obligation to answer for the defective and incorrect
operation of the equipment that he provides or installs in order to carry out the contract. 30% 1 or 2
years starting from the delivery date.

8. Parts and Accessories supplies: It covers SIEMENS against damages derived from the
SUPPLIER's attributed failure to comply his obligations to provide with parts and accessories agreed
in the contract, during the time set to do it, 10%-30% up to 5 years.

9. Extra-contractual Civil Liability Policy: It covers SIEMENS against possible claims by third parties
caused by property damages and physical injuries during the works and/or operations carried out by
the SUPPLIER, for an amount equivalent to fifty percent (50%) of the offer value, with a validity not
less than the goods and services delivery deadline and two more years.

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