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Jackson Mills HPP GENERAL CONDITIONS (PART 1)
City of Nashua Page 8 of 20

7.4.2. If, in the opinion of the Purchaser, the critical path of the Project Schedule will be adversely
affected by delays in completing the Equipment, the Purchaser may request the Supplier to
employ additional labour and equipment or work overtime or employ any other necessary
procedures, at no cost to the Purchaser, to bring the supply of the Equipment back on the
Contract Work Schedule.

8. Suspension of Work

8.1.

8.2.

8.3.

8.4.

8.5.

8.6.

The Supplier has the right to suspend the Work as per Article 8.5 of the Agreement

The Purchaser may, for its convenience or for just and sufficient cause, suspend the Work in whole or in
part at any time by written notice to the Supplier stating the extent and effective date of such
suspension; whereupon the Supplier shall:

8.2.1. except as necessary for the care and preservation of portions of the Work and upon notice of
same to the Purchaser, suspend the Work to the extent specified;

8.2.2. place no further orders or subcontracts relating thereto;

8.2.3. take any action on such orders and subcontracts as may reasonably be required to either obtain
suspension terms satisfactory to the Purchaser or as the Purchaser may direct; and

8.2.4. continue to perform any and all portions of the Work that have not been suspended.

The Purchaser may, at any time, authorize resumption of any suspended work or any part thereof, by
giving the Supplier thirty (30) days written notice specifying the part of the suspended work to be
resumed and the effective date of such resumption. The Supplier shall resume the suspended work on
the date and to the extent specified in the notice of resumption.

The Supplier will be allowed an extension of the Contract Times directly attributable to any delay
resulting from an action taken under Article-3-5; 8.1, 8.2, or 8.3 er 20-5 hereof. The extension of the
Contract Times shall be no less than the period of the suspension, unless otherwise agreed by the
Parties, and documented by means of a written Change Order.

The Supplier will be entitled to an increase in the Contract Price for added expenses directly incurred as
a result of such delays suspensions, unless such delays-suspensions are due to the acts or omissions of
the Supplier. The increase in the Contract Price shall be documented by means of a written Change
Order.

In the event that such suspension or the total of all such suspensions described in Article 8.2 exceeds
more than sixty (60) days, then the Supplier shall provide the Purchaser with the list of all costs incurred
by the Supplier. Upon agreement between the Purchaser and Supplier as to such costs, the Purchaser
shall pay such costs to the Supplier within fourteen (14) days from receipt of the Supplier’s invoice,
unless such suspension is due to the acts or omissions of the Supplier or any Sub-supplier. The Supplier
will continue to submit costs every thirty (30) days as noted above until the work is resumed and the
Purchaser will continue to pay such costs to Supplier.

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8.7.

8.8.

In the event that the Equipment is more than eighty percent (80%) complete or complete and ready to
ship and the suspension or total of all suspensions described in this Article 8 exceeds six (6) months or
Purchaser requests the delay of shipment or is otherwise delayed so that installation, commissioning
and final acceptance exceeds six (6) months from the Delivery Times, and such delay is not solely
caused by the Supplier or any Sub-supplier, then the Purchaser sha!l pay, upon invoice, the remainder
of the Contract Price that has not yet been paid.

In the event that the Equipment is not yet eighty percent (80%} complete and the suspension or the
sum of all suspensions under this Contract as described in this Article 8, exceeds twelve (12) months,
then Supplier will have the right to terminate the Contract and receive compensation as outlined in
Article 9.8 below.

9. Purchaser and Supplier Rights to Perform, Step or Terminate the Work

94.

9.2.

9.3.

9.4.

9.5.

lf the Supplier should be adjudged bankrupt, insolvent or is placed in receivership and such condition
exists for a period of at least sixty (60) days after notice to the Supplier, the Purchaser may, without
prejudice to any other right or remedy it may have, immediately terminate the Contract by giving
written notice to that effect.

If the Supplier neglects to execute a material obligation of the Work, the Purchaser may notify the
Supplier in writing that the Supplier is in default of its contractual obligations and instruct the Supplier
to correct the default in the thirty (30) days immediately following the receipt of such notice.

If the correction of the default identified according to Article 9.2 cannot be completed in the time
specified, the Supplier shall be in compliance with the Purchaser's instructions if it:

9.3.1. commences the correction of the default within the specified time, and
9.3.2. provides the Purchaser with a reasonably acceptable schedule for such correction, and
9.3.3. completes the correction in accordance with such schedule.

if the Supplier fails to correct the default in the time specified or is not in compliance with the
Purchaser’s instructions as described in Article 9.3 above, or subsequently agreed upon, the Purchaser
may, without prejudice to any other right or remedy it may have, on further written notice to the
Supplier:

9.4.1. correct such default and deduct the direct cost thereof from any payment then or thereafter due
to the Supplier;

9.4.2. terminate the Supplier's right to continue the Work in whole or in part; or
9.4.3. terminate the Contract.

if the Purchaser terminates the Supplier's right to continue with the Work or any part thereof as
provided in this Article 9, the Purchaser shall be entitled to:

9.5.1. take possession of the Work and Equipment and finish the Work or such part thereof by whatever
method the Purchaser may consider expedient but without undue delay or expense;

9.5.2. withhold further payments to the Supplier until the Work or such part thereof is completed;

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10.

9.6.

9.7.

9.8.

9.5.3. charge the Supplier the amount by which the full cost of finishing the Work as certified by invoice
and other documents exceeds the Contract Price; and

9.5.4. The Purchaser will pay to the Supplier the difference between the value of the Work and
Equipment which have been taken by the Purchaser pursuant to Section 9.5.1 and the amounts
already paid to the Supplier, if any.

If the Equipment has net been delivered to the Project Site, and the cost to complete the Work exceeds
the difference between the Contract Price and the amount already paid to the Supplier, the Supplier
must pay the Purchaser reasonable extra costs.

if the Purchaser should be adjudged bankrupt, insolvent or is in receivership, the Supplier may, without
prejudice to any other right or remedy it may have, immediately terminate the Contract by giving the
written notice to that effect.

H the Purchaser neglects to fulfil the material obligations properly or otherwise fails to comply with the
material requirements of the Contract Documents, the Supplier may, without prejudice, notify the
Purchaser in writing that the Purchaser is in default of its contractual obligations and instruct the
Purchaser to correct the default in the thirty (30) days immediately following the receipt of such notice.
Except in the case of the default in any payment by the Purchaser, if the correction of the default
identified by the Supplier cannot be completed in the time specified, the Purchaser shall be in
compliance with the Supplier’s instructions if it: commences the correction of the default within the
specified time and continues correcting until the default is corrected.

If the Purchaser fails to correct the default, and if the Purchaser’s default materially prejudices the
Supplier, then the Supplier may without prejudice to any other right or remedy it may have, on further
written notice to the Purchaser, either correct such default and invoice the cost thereof to the
Purchaser or terminate the Contract.

Should the Supplier terminate the Contract due to Article 9.7 or Article 8 above, the Supplier will invoice
and Purchaser will be obligated to pay all remaining amounts due of the Contract Price for Work
performed and completed prior to the date of termination as well as any direct cost, liquidated
damages and/or losses incurred or which may be incurred from entering into or termination of
Contract. The Supplier, upon receiving the full amounts as per this Article from the Purchaser, shall
deliver to Purchaser all portions of the Work and Equipment completed or available at the time of
termination.

Sub-suppliers and Suppliers

10.1.

10.2.

10.3.

10.4.

Unless otherwise agreed to by the Purchaser in writing, the Supplier shall! utilize only those Sub-
suppliers listed in Part 2 of the Contract Documents. If included in the list, then the Supplier may utilize
any Sub-supplier at its own discretion.

The Purchaser may, for reasonable cause, object to the use of a Sub-supplier and require the Supplier to
provide an alternate Sub-supplier suitable to the Purchaser.

In the event that the Purchaser requires a change in a Sub-supplier, the Contract Price shall be adjusted
by the difference in cost plus a mark-up of ten percent (10%) to cover the Supplier’s overhead cost,
occasioned by such a change, if any.

The Supplier shall not be required to employ as a Sub-supplier a person or firm to whom it may
reasonably object.

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10.5. The Supplier shall:

10.5.1.be as fully responsible to the Purchaser for acts and omissions of Sub-suppliers and of persons
directly or indirectly employed by them as for acts and omissions of persons directly employed by
the Supplier.

10.5.2.be entitled and authorized to change, subject to Purchaser's reasonable approval, Sub-suppliers
during implementation of the Work.

10.6. Nothing contained in the Contract Documents shall create a contractual relationship between a Sub-
supplier, or anyone employed or engaged by them directly or indirectly, and the Purchaser and no Sub-
supplier is intended to be or shall be deemed a third party beneficiary of this Contract.

10.7, The Purchaser shall not be entitled to negotiate or seek information directly with the Sub-suppliers
without prior written consent of the Supplier.

11. Not Used
12. Contract Price

The Contract Price, as adjusted by Change Orders, shall be accepted by the Supplier as full
compensation for everything furnished and done by the Supplier under the Contract except as
otherwise stipulated in the Contract.

13. Taxes and Duties
13.1. Unless otherwise stated in the Contract Documents, the Supplier shall be responsible for payment of:

13.1.1,taxes, limited to Supplier license and registration fees and the Supplier's income, profit, franchise,
business, and personal property taxes, in the country of the Supplier; and

13.1.2.all employment taxes and contributions imposed by law or required to be paid on behalf of the
employees of the Supplier in the country of the Supplier.

13.1.3. all US and foreign export and import duties and other fees as indicated in DDP INCOTERMS 2010,

13.2. The Supplier will not be responsible for any sales and other New ¥erk-Hampshire State taxes with
respect to any, materials and Equipment supplied by the Suppiier as part of the Work, except fees and
taxes due as required under the Delivery Terms DDP Project Site as may be applicable to the transport
of the equipment to the Project Site.

13.3. The Purchaser will be responsible for any and all governmentai assessments and taxes, property taxes,
excise taxes, Inventory taxes and license fees related to the Work in the state and country of the Project
Site.

13.4. In the event that any tax, duty, assessment, fee, charge, levies, etc. are imposed on the Supplier
covered under Article 13.2 or 13.3, the Purchaser obliges to reimburse such cost to the Supplier within
fourteen (14) days from the date of issue of the Supplier's invoice for the same.

13.5. Where an exemption of government sales, taxes or excise taxes is applicable to the Contract, the
Supplier is required to file claims for, or cooperate fully with the Purchaser and the proper authorities in
seeking to obtain such refunds for the benefit of the Purchaser.

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City of Nashua Page 12 of 20

14.

16.

16.

17.

Permits, Royalties, Laws and Rules

14.1.

14.2.

14.3.

The Supplier shall comply with, and shall ensure that its employees and agents comply with, all
applicable laws in connection with the Work.

The Supplier shall obtain from governmental authorities or other third parties, and pay for those
licenses, permits and approvals required by law or by the Contract Documents for its direct portion of
the Work only.

Purchaser shail obtain from all governmental authorities all other licenses, permits and approvals
required by law of by the Contract Documents related to the Work.

Applications for Payment - Invoicing

15.1.

15.2.

15.3.

15.4.

Article 8.1. of the Agreement which sets forth the Milestone Schedule shall be used as the basis for
invoicing.

Invoices shall be submitted fallowing completion of the milestones set out in the Milestone Payment
Schedule and shall be for the payment amount, set forth as a percentage of the Contract Price, set out
in the Milestone Payment Schedule. The due date for payment of the invoice shall be thirty (30) days of
the date of Purchaser’s receipt of the Supplier's invoice.

When preparing an invoice for payment, the Supplier shall submit a statement based upon the
Milestone Payment Schedule. Receipts, photographs or other declarations may accompany such
applications to evidence stages of completion.

All claims for Changes in the Work must meet the requirements of Articles 17 and 18 hereof and must
be attached to the invoice and submitted to the Purchaser for certification.

Payments

16.1.

16.2,

The Purchaser shall make payments to the Supplier according to the terms in Article 8 of the Agreement.

Except as expressly stipulated in the Contract any deduction or set off is not permitted without prior
consent of the Supplier.

Changes in the Work

17.1.

17.2.

17.3.

17.4.

The Purchaser, without invalidating the Contract, may propose changes to the Work (“Change in the
Work”}. Such adjustments, however, may be made only in strict conformity with this Article 17 and the
following Article 18 hereof.

Changes in the Work may be made only by a Change Order and no claim for Change in the Work shall
be valid unless so ordered and at the same time and valued as provided in Article 18 hereof.

When a Change in the Work is proposed, the Supplier shall submit to the Purchaser the Supplier's claim
for an adjustment to the Contract Price and/or the Contract Time or Performance Guarantee, if any,
with appropriate documentation within twenty one (21) days of receipt of such proposed Change in the
Work.

When the Purchaser and Supplier agree to the adjustments in Contract Price, Contract Time or
Performance Guarantee attributable to a Change in the Work and calculated in accordance with Article
17, such agreement shall be recorded as a Change Order, which must be signed by both Purchaser and

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48.

19,

20.

Supplier. Once signed, the Change Order will become effective immediately. The value of the work
performed as the result of a Change Order shall be included in Supplier’s invoices.

Valuation of Changes

18.1. The value of a Change in the Work as provided in Article 17 hereof shall be determined by estimate and

acceptance of a lump sum.

Patents and Licences

19.1.

The Supplier hereby grants the Purchaser a non-exclusive, royalty free, perpetual, irrevocable license to
use Work on the Project, and only for the Project outlined in the Contract Documents. This includes any
and all patents, industrial designs, copyrights and technology related to the Work, that the Supplier
owns or controls, subject to the Supplier’s legal right to do so.

With respect to the Submittals, Drawings and other documents that Supplier furnishes to Purchaser for
the Project, Supplier grants Purchaser a non-exclusive, limited license to use such documents only for
the Project and not for other projects or the use of any third party other than on the Project in which
Supplier is to provide Equipment in accordance with the Contract. Specificaily, with respect to the
Project, Purchaser may use such documents for the purpose of installing, operating, maintaining,
testing, repairing and replacing the Equipment, as well as for the completion of the Project, including
the design and construction of the powerhouse, however solely on Purchaser's risk and responsibility.

Supplier shall pay all license fees and royalties and assume all costs incident to the use or the furnishing
of the Work.

The Supplier warrants that the Equipment supplied by it or any of its Sub-suppliers shail not infringe any
patent, copyright, trade secret, or trademark and that the Purchaser shail have the right to use any such
Equipment without payment of any license fee or royalty. The Supplier shali indemnify, defend and hold
the Purchaser, and its present and future direct and Indirect parents, subsidiaries and affiliates and
their directors, officers, shareholders, employees, agents and representatives harmless from and
against any and all claims, actions, suits, proceedings, losses, liabilities, penalties, damages, costs or
expenses (including reasonable attorneys’ fees and disbursements) of any kind whatsoever arising from
actual or alleged infringement or of any patent, copyright, trade secret, trademark, service mark, trade
name, or other intellectual property right in connection with the Work.

Inspection of Work

20.1.

20.2.

20.3.

The Purchaser and its representatives shall, at their own cost and at any time, have access to and the
right to inspect or witness any part of the Work and the Supplier shall provide proper facilities for such
access or inspection. Such inspection may be at the facility of the Supplier, a Sub-supplier or other
facility, However, the Purchaser has to inform the Supplier at least ten (10) days before such inspection
in writing. Any inspection of a Sub-supplier, if requested, may be realized only in the presence of the
Supplier.

Notwithstanding Article 20.1, the Supplier shall inspect and be solely responsible for the inspection of
all workmanship, materials and Equipment furnished by the Supplier, and Sub-suppliers in respect of
the Work, to ensure conformity to the Contract Documents and the Law and to ensure that good and
proper construction practices are followed.

If the Contract Documents, the Purchaser's instructions, or the laws or ordinances of the Project Site
require any of the Work to be specially tested, inspected or approved, the Supplier shall give the

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at.

22,

20.4.

20.5.

Purchaser timely notice of readiness of the Work for all required tests, inspections in the workshop of
the Supplier or its Sub-supplier. The Supplier shall arrange for tests, inspections or approvals by other
authorities and shall give the Purchaser timely notice of the date and time. The Supplier then shall have
the inspections or tests satisfactorily completed and furnish promptly to the Purchaser two (2) copies of
certificates and inspection reports relating te the Work. The Purchaser may elect to attend the
inspections or tests at their own expense.

If the Purchaser does not attend an inspection/take—over, despite being duly notified by the Supplier,
then the respective inspection/take-over will be regarded as successful and the Equipment taken over
and the Supplier shall be entitied to the respective payment. Payment does not relieve Supplier from its
obligations under Article 22,

The Purchaser may order any portion or portions of the Work to be examined to confirm that such work
is in accordance with the requirements of the Contract Documents. If such work is determined to be in
accordance with the requirements of the Contract Documents, the Purchaser will pay the cost of
examination and re-instatement and Contract Time shall be extended accordingly. If such work is
determined not to be in accordance with the requirements of the Contract Documents, the Supplier
shall correct such work and shall pay the cost of examination and correction.

Defective Work

214.

The Supplier shall promptly remove and replace at Supplier's sole cost and expense any defective Work
which has been rejected by the Purchaser and does not materially conform to the Contract Documents.

Completion and Warranty

22.1.

22.2.

22.3.

On the day that:

22.1.1.the Work, including any commissioning and testing requirements, has been compieted to the best
of the Purchaser's knowledge, information and belief after due inquiry, and has been shown to
have met the Performance Guarantees set forth in Part 1 of the Contract; and

22.1.2.the Supplier has complied fully with the Contract Documents and ail orders, rulings and directions
made pursuant thereto, or

22.1.3. latest 180 (one hundred eighty) days from the date of delivery of the last Equipment, unless the
delay is attributable to the Supplier the Purchaser shall issue a Final Certificate of Completion. The
Supplier shall acknowledge receipt of the Final Certificate of Completion by endorsing the Final
Certificate of Completion as directed by the Purchaser. If the condition specified in this Article is
fulfilled and the Purchaser fails to issue the Final Certificate of Completion within fourteen (14)
working days then this Final Certificate of Completion shall be considered as issued.

The Purchaser may issue an Interim Certificate of Completion, which will indicate those matters and
items of Work that must be completed by the Supplier (Punch List items} before a Final Certificate of
Completion may be issued.

Supplier warrants that the Equipment supplied and all other Work performed by the Supplier and Sub-
suppliers shall be new, shall meet the requirements of the Contract shall meet the requirements of all
applicable laws, codes and standards in effect where the Work is to installed, shall be free of all defects,
and shall meet the Performance Guarantees set forth in the Part 1 of the Contract.

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22.4,

22.5.

22.6.

22.7.

A} Notwithstanding the above, Supplier is not responsible to meet the Performance Guarantees
set forth in the Part 1 of the Contract for the Equipment if the Purchaser does not unload, store,
handle, install, test and commission the Equipment strictly as per written manuals provided by
the Supplier and under the this Agreement and under the Supplier’s supervision provided under
the Technical Services.

B) Furthermore, the verification measurement of the Performance Guarantees specified expressly
in the Parts 0 and 2 of the Contract Documents must be performed strictly in accordance with
the conditions of the Agreement and IEC standards. The Supplier must be informed at least
thirty (30) days before such measurement and must be allowed to participate at such
measurement, if requested. In the event the measurement is not performed within one
hundred and eighty (180} days from the date cf commissioning than such measurement shall
not be performed and the guaranteed parameters shall be considered as fulfilled.

The Warranty Period shall commence upon Commercial Operation and expire twenty four {24) months
from Commercia! Operation or thirty (30) months from the delivery of Equipment to the Project Site, or
Project Storage Facility whichever date is earlier (“Applicable Warranty Period”). If Equipment is not
delivered to the Project Site for any reason not due to the Supplier, then the Warranty shall commence
thirty (30) days from the date the Equipment was scheduled to be ready to be delivered as outlined in
Part 0, Article 6 and shall end thirty (30) months thereafter.

In the event that the Work is suspended by the Purchaser and any Equipment is completed or major
sub-supply has been received by the Supplier (generator, etc.) then the Warranty Period of twenty four
(24) months of such Equipment shall start from the date of written notification of the Purchaser of such
suspension as per Article 8.2 above.

The Warranty shall be valid only if the Purchaser has met all obligations under the Contract, the
Equipment is installed, commissioned and tested according to the Supplier's written manuals and under
the supervision of Technical Advisors under Technical Service and will be limited to any defects or faults
in the Work which are due to the quality or workmanship of the Supplier and will not cover such defects
or faults such as caused by:

22.6.1. Force Majeure Event, unusual operating condition;
22.6.2. Ordinary wear and tear and consumable supplies, abrasion or chemical pollution;

22.6.3. Defect or malfunction of the equipment or construction elements beyond the scope of the Work
{civil part (piers etc.), electric network etc.); or as a consequence of wrong input data provided by
the Purchaser;

22,.6.4.0perating procedures not in accordance with stated practice, failure or delay to provide
maintenance or remedial repairs, unauthorized changes or repairs or other causes not within the
Supplier's scope of responsibility or control;

22.6.5. a direct or indirect consequence of failure or defect of the equipment which wasn’t supplied by
the Supplier; or

22.6.6.improper unloading, storage, handling, installation, testing, commissioning or maintenance by the
Purchaser.

The Purchaser must notify the Supplier in writing of any suspected defects or faults in the Work covered
by the Warranty promptiy, but with thirty six (36) hours, of the discovery of such defects or faults.

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22.8.

22.9.

Without restricting any warranty or guarantee either made by the Supplier or implied by law and with
respect to Article 22.4 above, and subject to the exclusions set forth in Articles 22.3(A), 22.3(B) and
22.6, Supplier shall, at its own expense, promptly correct any defects or faults in the Work that are
observed or discovered prior to the expiration of the Warranty Period whether or not such defects or
faults could have been observed or discovered during installation. Supplier shall implement all the
necessary repairs and/or replacement of Work that fails to comply with the Warranty, inciuding
procuring new equipment and materials, transportation to, and removal from, the site, direct
construction labor, dismantling, reassembling and testing of said equipment or materials, or any other
non-defective equipment or materials which are required to be dismantled, reassembled or tested to
gain access to the defective Work.

Any replacement component furnished under the Warranty shall carry warranties on the same terms as
set forth above, except that the Warranty Period shall be either: (i) the remaining balance of the
original Warranty Period, or (ii) a period of twelve {12} months from the date of such repair or
replacement; whichever period shall end later. In any event, the Warranty Period and the Supplier’s
responsibilities set forth herein for such repaired or replacement component shall end twelve (12)
months after expiry of the Applicable Warranty Period.

22.10. Upon receipt of notice from the Purchaser of a failure te conform to the Warranty, the Supplier shail

promptly respond and, if necessary, inspect the Work. The Supplier shall then prepare a plan to correct
such failure and discuss such plan with the Purchaser. The Supplier shall then immediately implement
such plan of corrective action and continuously perform such pian until the failure is corrected. Should
the Supplier fail to correct such failure within a reasonable time, the Purchaser may, after giving five (5)
days' notice to the Supplier, correct the same at Supplier's expense.

22.11. Notwithstanding the expiration of the Warranty Period or the issuance of the Final Acceptance

Certificate, the Supplier shall not be relieved of its responsibility for correcting any defects in the Work
of which notice has been given to the Supplier prior to the expiration of the Warranty Period and which
remain uncorrected.

22.12. The Warranty will terminate immediately should repairs on Supplier’s Equipment be realized or

performed by any party other than the Supplier or a representative designated by the Supplier.

22.13. Any Warranty specified in the Contract Documents is provided by the Supplier only under the

condition that the Equipment was installed, commissioned and tested in accordance with Supplier’s
written instructions and under the supervision of Supplier’s Field Services personnel and under the
condition that the Equipment is maintained either by Supplier or according to Supplier’s written
instructions.

22.14 Inthe event of any dispute concerning technical issues or in the event the Purchaser withholds the

issuance of a Final Certificate of Completion or Final Acceptance Certificate then the Purchaser and the
Supplier shall invite an independent inspection organization to resolve the dispute (such as SGS, Bure
veritas, det Norske veritas). The decision by the independent testing organization is without prejudice
to either Party. If either Party rejects the decision of the independent testing organization, such Party
may submit the issue as a “Dispute” as set forth in Article 25. Unless otherwise agreed by the Parties,
any expenses associated with the participation of the independent inspection organization shall be
borne by the Party at fault.

22.15 Within fourteen (14) days after expiry of the Warranty Period specified in Articie 22.3 the Purchaser

shall issue Final Acceptance Certificate. In the event that this certificate is not issued within this time
period and the Purchaser does not notify the Supplier of any claim then the Final Acceptance Certificate
shall be considered as issued.

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Other than as expressly set forth herein, THE SUPPLIER DISCLAIMS ALL IMPLIED WARRANTIES OF ANY
NATURE, SUCH AS THE IMPLIED WARRANTIES OF PERFORMANCE OR QUALITY, INCLUDING WITHOUT
LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR PURPOSE OF USE.

23. Safety and Protection of the Work

23.1. The Supplier shall ensure compliance on its part and on the part of all sub-suppliers with the applicable
occupational health and safety statutes and any regulations thereunder.

23.2. The Supplier shall protect the Project and the Purchaser's property and property adjacent to the place
of the Project from damage, which may arise as the result of the Supplier's activities under the
Contract. For any activities not conducted in accordance with the Contract, Supplier shall be responsible
for any resulting damage, except damage which occurs as the result of:

23.2.1. errors in the Contract Documents;
23.2.2. acts or omissions by the Purchaser or Other Suppliers, their agents and employees.

23.3. Should damage occur to Supplier’s Equipment due to the Purchaser or Other Suppliers, their agents and
employees, the Purchaser will pay the Supplier for the cost of repair or replacement and the Contract
Time shall be extended accordingly.

24. Insurance

24.1. The Supplier shall provide, maintain and pay the premiums for any insurance it is required by law to
provide, and the following insurance coverage:

24.1.1.Automobile Liability Insurance covering all licensed vehicles owned or leased by the Supplier for
use at the Project Site for the Supplier’s personnel. Such insurance shall be for at least one million
US dollars ($1,000,000) inclusive per occurrence for bodily injury, death, and damage to property;

24.1.2.Commercial General Liability insurance of the Supplier in an amount and currency equal to at least
to two million US dollars ($2,000,000).

24.1.3.Broad Form Property Damage Insurance on the Equipment while it is in transit from Supplier's
Place of Work to the Project Site on a replacement cost basis (cargo insurance).

24.1.4.Excess Liability (Umbrella) Insurance coverage of the Supplier in an amount no less than
(S5,000,000) per occurrence/aggregate.

24.2. The Purchaser shall provide, maintain and pay the premiums for the following insurance coverage:

24.2.1.Broad Form All Risk Builders' Insurance in sufficient amount covering all possible risks. This
insurance shall be in the joint names of the Purchaser, Supplier and all Sub-suppliers. All Risk
Builder’s insurance is applicable for all materials and Work delivered to the Project Site. Such
policy shall name Supplier as an additional insured.

24.3. Unless specified otherwise, the duration of each policy shall be from the Effective Date until the date of
the Final Acceptance Certificate.

17 Mavel Americas, Inc.