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GENERAL TERMS AND CONDITIONS FOR PURCHASE ORDER

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1. DEFINITIONS

Agreement means this Purchase Order (as defined hereinafter), Contract Documents (as defined hereinafter)
including any written supplemental or variation as may be executed and be in force from time to time;
Contractor means the recipient of this Purchase Order;
Contract Documents as set out in this Purchase Order;
Contract Period shall be from the commencement until the completion of the Works or expiry of the Warranty Period
(if applicable);
Employer as set out in this Purchase Order;
Parties collectively, the Employer and the Contractor;
Purchase Order means this purchase order issued by the Employer for the provision of the Works; and
Works means works, supply (goods, equipment, materials and/ or manpower supply) or consultancy services,
as more particularly set out in this Purchase Order.

2. TERMS AND CONDITIONS

2.1 Scope of Work: The scope of work shall be as set out in the Agreement.

2.2 Binding Contract: The terms and conditions in the Agreement shall be binding on the Parties.

2.3 General Requirements for the Works: The Contractor shall have required, relevant and necessary expertise, skill, experience,
abilities and good track records to undertake the Works. The Contractor shall execute the Works in a good workmanlike manner and in
accordance with the requirement of the Agreement, applicable law and best engineering practice/ other relevant best industry
practice. The Contractor shall produce report (final report or Work progress report) as required by the Employer at its own costs
and expenses. Upon completion of the Works in accordance with the terms of the Agreement, the Employer shall issue appropriate
document to signify completion of the Works. The Employer shall have the absolute right to instruct and require the Contractor
to conduct relevant tests for the Works as a pre-condition for the issuance or execution of the acceptance document and all
costs and expense arising therefrom shall be borne by the Contractor.

2.4 Contract Period: The Agreement shall be valid and enforceable throughout the Contract Period.

2.5 Timeline/ Schedule: The Contractor shall comply with the applicable timeline/ schedule for the Works including commencement
date for the Works and completion date for the Works.

2.6 Contract Price: Unless otherwise expressly stated in the Agreement, the contract price as set out in the Agreement shall be
firm throughout the contract period and it shall be inclusive but not limited to all relevant costs, expenses, levies and freight costs.
Save and except arising from variation in accordance with Clause 2.20, the Employer shall not be liable to pay more than the
contract price set out in the Agreement.

2.7 Sales and Service Tax ("SST"): Unless otherwise expressly stated in the Agreement, the contract price is exclusive of SST.

2.8 Contractor's Undertaking: The Contractor undertakes that all information and documents provided to the Employer throughout the
Contract Period are genuine and original documents duly executed by an authorised person appointed in accordance with the
constitution of the company. In the event that the Employer discovers that the information or documents provided are forge, false or
fraudulent documents or the documents not executed by an authorised person appointed in accordance with the constitution of the
company, the Employer shall have the absolute right to terminate the Agreement in accordance with Clause 2.189 (Termination)
and Clause 2.9 (Indemnities) shall apply. Notwithstanding the Employer's right to terminate the Agreement,
the Employer shall have absolute rights to recover from the Contractor all losses and damages suffered arising from breach of
this Clause.

2.9 Indemnities: The Contractor shall perform all of its obligations under the Agreement at its own risk and releases the
Employer to the fullest extent permitted by the law from any liabilities of whatsoever nature arising therefrom.
The Contractor shall indemnify and keep the Employer fully indemnified against any breach of its obligation under the Agreement,
its failure to comply with provision of the applicable law and the Guidelines (as defined hereinafter) and injury to person
and property arising from the execution of the Works.

2.10 Intellectual Property:

2.10.1 The Contractor agrees to grant to the Employer free from all royalties, fees and other charges, all licenses in respect
of intellectual property rights now or hereafter owned or controlled by the Contractor or in respect of which the Contractor has or
that will have the right to grant licenses of anything related to or used for or incorporated in the Works.
2.10.2 The Contractor shall defend and indemnify the Employer from and against all claims, costs, damages, charges and proceedings
whatsoever for or on account of infringement of any intellectual property rights related to or used for or incorporated in
the Works except where such infringement results solely from non-compliance by the Employer.
2.10.3 For the purpose of this Clause, "intellectual property" refers to patents, registered and unregistered designs, copyrights,
trade secrets, trademarks and all such other enforceable intellectual property rights, whether registrable or not.

2.10.4 Title: Unless otherwise expressly stated in the Agreement ,title and risk of loss to all goods of whatsoever nature sold
hereunder shall pass to the Employer upon execution of acceptance documents by the Employer. The Contractor represents and
warrants that the title is free and clear of all taxes, liens, or any other encumbrances of whatsoever nature. For the avoidance
of doubt, verbal acceptance or acceptance by an unauthorised representative shall be considered invalid and legally unenforceable.

2.11 Warranty:

2.11.1 The Contractor shall be fully responsible for the Works and the suitability, adequacy, integrity, durability and practicality
of the design and specification of the Works and shall have the obligation to notify the Employer on any issues in relation
to the same. The Contractor represents and warrants that the Works (including the materials supplied and the workmanship) shall
conform to the design, specifications and any other conditions or requirements set out in the Agreement and shall be free from defect
(latent or otherwise) in design, material and workmanships and fit for its intended purpose. Notwithstanding anything stated in this
Agreement, in the event of breach of the Contractor's representation and warranty under this Clause 2.11.1, the Employer shall
have the right to claim for losses and damages of whatsoever nature arising from the breach.

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2.11.2 The warranty period/ defect liability period shall be for a period as indicated in the Agreement or as mutually agreed between
the Parties ("Warranty Period") and any inspection, test , acceptance or use of the Works shall not affect the Contractor's obligation
under this clause.
2.11.3 Any defect in the hardware, equipment, design, material, manufacture, malfunction, imperfection, workmanship, shrinkage
and/or any other fault whatsoever which appears or is discovered on the Works during the Warranty Period (latent or otherwise)
shall be forthwith made good, repaired, rectified and/or replaced by the Contractor at its own costs and expenses, failing which
the Employer shall have absolute right to do whatever is necessary to rectify the defect and all cost and expenses arising therefrom
shall be borne by the Contractor.

2.12 Fit for Purpose: The Contractor shall ensure that the Works meets and conforms to the purpose intended by the Employer as
envisaged, approved and endorsed in the Agreement.

2.13 Commencement & Completion: The Works shall commence and be completed within the time period stated in the Agreement or
as agreed between the Employer and the Contractor. The completion of the Works in accordance with the terms and conditions the
Agreement shall be evidenced through an execution of the relevant documents by the Employer.

2.14 Special Terms for Supply and Delivery of Goods, Materials or Equipment (known as "Supply"):

2.14.1 Quality of the goods, material or equipment supplied shall be new and original, suitable grade or quality for their intended
purpose, meet minimum requirement of the law including but not limited to the Sale of Goods Act 1957.
2.14.2 Goods, material or equipment purchased by the Employer shall be supplied in accordance with the terms of the Purchase Order
and delivered in accordance with the following:

(i) To the address as indicated in the Purchase Order; or

(ii) In accordance with the Employer's written instructions.

2.14.3 Without affecting the generality of this Clause, the Contractor shall clearly state inter alia Purchase Order
reference number, line item numbers, the Employer's material numbers (if any), description of Supply and
manufacturer numbers (if any) on delivery documents and shall ensure that all delivery documents are in duplicates and signed
off by the Employer's authorized personnel to evidence the acceptance of the Supply.
2.14.4 The Contractor shall pack and tag the Supply with sufficient information inter alia Purchase Order reference number, line
item numbers, the Employer's material numbers (if any), description of Supply and manufacturer numbers (if any), failing
which the Employer shall have the absolute right to reject the Supply. The Employer shall not be liable at law and in equity
for any claims, losses or damages suffered by the Contractor arising from its failure to comply with the requirement of this Clause.

2.15 Invoicing and Payment:

2.15.1 Payment obligation under the Agreement is subject to the Contractor's compliance to the terms of the Agreement.
2.15.2 All invoices shall be submitted in accordance with the following:

(i) To the address as indicated in this Purchase Order; or

(ii) In accordance with the Employer's written instructions.

2.15.3 The invoices shall clearly provide sufficient information as required by the Employer including but not limited to details on the
Purchase Order reference number, line item numbers, the Employer's material numbers (if any), description of Works and
manufacturer numbers (if any). The invoice shall clearly indicate sales or services chargeable with SST (as defined hereinafter),
Contractor's SST registration number, precise SST percentage and quantum and the invoice shall be supported with the relevant
supporting documents as required by the Employer. In the event that the Contractor fails to comply with the requirement of this
Clause, the Employer shall have the right to dispute the invoice and withhold any payment for the Works until the dispute has been
resolved in accordance with Clause 2.27 .
2.15.4 Subject to the Contractor's full compliance with the provisions of this Clause, the Employer shall use its best endeavour to make
payment of the invoice by end of month following month of completion.
2.15.5 The Employer shall be entitled to deduct any money owing from the Contractor to the Employer under the Agreement from any sum
which may become due or is payable to the Contractor under the Agreement or any other agreements to which the Employer and the
Contractor are parties.
2.15.6 The Contractor and the Employer agree to assist each other for any matter in respect of taxes imposed pursuant to the applicable
taxation law paid or payable for the provision of the Works.
2.15.7 For the avoidance of doubt, save and except for sales and service tax imposed pursuant to SST, any other tax, levies, freight costs or
other governmental charges imposed on the sale and/or shipment of the equipment and/or material supplied for the purpose of the
Works shall be factored in as part of the Contract Price.
2.15.8 No late payment interest shall be levied on any payment withheld by the Employer pursuant to this Clause.
2.15.9 In the event that the Employer's obligation to make payment falls on any of the public holiday or weekend (Saturday and Sunday),
the obligation shall commence on the next day.

2.16 Insurance

2.16.1 The Contractor shall, at its own cost and expenses, effect and maintain or cause to be effected and maintained insurances as
determined by the Employer for the Works, from a reputable insurer as approved by the Employer ("Insurance") throughout the
Contract Period and the Warranty Period. The Contractor shall procure duplicate or certified copies of the policies, its renewal
certificates and endorsement slips and lodge it with the Employer immediately upon receipt of the same by the Contractor.
2.16.2 The Contractor shall punctually pay or cause to be paid all premium and other monies payable in respect of each policy of
insurance to be effected pursuant to this Clause as the same shall become due and payable and shall in respect of any such policy
of insurance promptly produce for inspection of the Employer as proof of payment, such policy of insurance, and any renewal thereof,
the receipts for the payment of premium payable in respect of such policy and for any other monies payable thereunder (or other
proof of payment to the Employer's satisfaction).
2.16.3 The Contractor undertakes to give true and particular information to the officer or company with which the said insurances
are effected of all matters and things the non-disclosure of which might in any way prejudice or affect any such policy or policies
of insurance or the payment of all or any moneys thereunder.
2.16.4 The Contractor shall ensure that for every policy of insurance affected hereunder shall provide a provision or endorsement that
if the insurance company cancels such insurance for any reason, such cancellation shall not be effective before the expiry of a
period of thirty (30) days after receipt by the Employer of the notice for cancellation thereof.
2.16.5 The Contractor shall not at any time knowingly permit or suffer to be done any act matter or thing whereby any insurance
in respect of the Works may be vitiated or rendered void or voidable.
2.16.6 If the Works or any part thereof or any of the temporary works, materials, equipment or other things on the location or power
plant be damaged or lost by any risk insured against under this Clause, the Contractor shall utilise from the proceed of the
insurance available and to the extent that the same may be insufficient, from its own moneys repair, replace and make good
such damage or loss.

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2.16.7 Without affecting any other rights or remedies, the Contractor hereby releases and relieves the Employer, and waives their
entire right to recover damages against the Employer, for all losses and/or damages to its property or asset arising out of or
incident to the Works required to be insured against herein. The effect of such releases and waivers is not limited by the amount
of insurance carried or required. The Contractor shall ensure their insurer waives any right to subrogation that the insurer may have
against the Employer and its insurer.
2.16.8 The Contractor warrants that all deductibles shall be fully borne by the Contractor.
2.16.9 Without limiting the Contractor's obligations and liabilities under the Agreement, the Contractor shall insure in the joint
names of the Employer.
2.16.10 The insurance policy shall be in English language.

2.17 Liquidated Ascertained Damages:

2.17.1 Without prejudice to the Employer's right to terminate the Agreement, the Employer shall have the rights to impose
liquidated ascertained damages or penalty as set out in the Agreement.
2.17.2 The Contractor shall pay damages set out in the Agreement to the Employer, failing which the Employer shall have the right to
recover/ deduct from any money due or to become due to the Contractor including but not limited from performance security provided
by the Contractor. In the event that the sum due is insufficient the remaining sum shall be treated as a debt due from the Contractor
to the Employer. The Employer shall inform the Contractor of such deduction.
2.17.3 The payment of damages pursuant to this Clause shall not relieve the Contractor from its obligations, duties, responsibilities
and liabilities under the Agreement.
2.17.4 The liquidated ascertained damages/ penalty under the Agreement is deemed to be the genuine pre-estimate of the loss and/ or
damage which the Employer will suffer due to the Contractor's default/ breach. By entering into the Agreement, the Contractor agrees
that it shall pay to the Employer the said amount, if the same becomes due without the need for the Employer to prove its loss and/ or
damage.

2.18 Step-In Right of the Employer

2.18.1 Notwithstanding any other provision of this Agreement and without prejudice to Employer's other rights under the Agreement
including but not limited to the Employer's right to impose Liquidated Ascertained Damages as set out in the Agreement and to
terminate the Agreement in accordance with Clause 2.19 (Termination ), upon the occurrence of and/ or during the continuan
of an event of default as set out in Clause 2.19 (Termination) by the Contractor at any time during the Contract Period and the
Warranty Period, the Employer shall have the right but under no circumstances the obligation, to undertake the Works either on its
own or to appoint any third party, at the cost and expense of the Contractor.
2.18.2 In no event shall the Employer's election to step-in herein be deemed to be a transfer of the Contractor's obligations under the
Agreement and the Contractor shall remain liable for all Works executed by the Employer throughout the Step-In Period (as defined
hereinafter).
2.18.3 During such period the Employer is exercising its right to step-in (hereinafter referred to as "Step-In Period") under this Clause,
the Employer shall not be liable for (i) any claims, demands, losses, costs and expenses of any kind whatsoever arising from the
exercising of Employer's right to step-in; and (ii) for any actions , suits, claims demands, proceedings, losses, damages, compensation,
costs (including legal costs), charges and expenses whatsoever in respect of or arising from the exercising of Employer's right
to step-in.
2.18.4 The Employer shall have right to deduct all costs and expenses (including but not limited to administrative and legal costs) incurred by
the Employer from the exercising of Employer's right to step-in from any money due or to become due to the Contractor or shall be
recovered from the Performance Security or as a debt due from the Contractor. The Employer shall inform the Contractor of such
deduction.
2.18.5 The Employer shall have the right to require the Contractor to take over the Works from the Employer at any time during the Step-In
Period and thereafter the Employer's right to step-in shall forthwith cease.
2.18.6 The Parties shall co-operate with each other and execute and deliver such documents as may be requisite and necessary for the
Employer's to effectively exercise its right under this Clause.

2.19 Termination:

2.19.1 The Employer shall have the right to terminate the Agreement in accordance with the following:

(i) If:

(a) the Contractor fails to commence and complete the Works in accordance with the applicable timeline/ schedule for
the Works; or
(b) the Contractor has failed to meet the average performance assessment or performance guarantee; or
(c) the Contractor has failed to comply with the Employer's mandatory requirements in relation to the Works; or
(d) the Contractor commits any breach (material or otherwise) of the terms and conditions of the Agreement; or
(e) the Contractor provides false or misleading representation or warranty to the Employer; or
(f) the Contractor fails to adhere to the applicable timeline/ schedule for the Works; or
(g) the Contractor fails to rectify or remedy errors, fault, mistakes or deficiency of the Works OR fails to rectify or remedy any
discrepancies, errors or omissions in data, reports, specifications or other information produced or supplied by the
Contractor to the Employer,

then in any of such cases it shall be lawful for the Employer at any time thereafter to serve a notice requiring the Contractor
to remedy the breach or default (if the same is capable of being remedied) within a reasonable period of time ("Default Notice"),
failing which the Employer shall have the right to forthwith terminate the Agreement upon expiry of the Default Notice. For
the avoidance of doubt, the Employer shall have the absolute right to determine what constitute a "reasonable period of time"
to remedy the breach or default and the Employer shall have no obligation to serve further notice to the Contractor upon the
expiry of the Default Notice.

(ii) If:

(a) the Contractor commits an act of bankruptcy or becomes a bankrupt; or

(b) the Contractor becomes insolvent or compounds with or makes arrangement with its creditors; or
(c) the Contractor, being a company, has a winding up order (other than for the purpose of amalgamation or reconstruction)
made against the Contractor; or
(d) a provisional liquidator, receiver or manager of the Contractor's business or undertaking has been duly appointed, or
possession has been taken by or on behalf of creditors or debentur holders secured by a floating charge of any property of
the Contractor comprised in or is a subject of the said floating charge; or
(e) the Employer has any reason to believe that the Contractor or any one employed by it or acting on its behalf, whether with or
without the Contractor's knowledge, is engaged or has engaged in corrupt practice in connection with the Works,

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 then without prejudice to any other rights or remedies that the Employer may have at law and in equity against the Contractor, the
Agreement shall be forthwith terminated.

2.19.2 Without prejudice to any rights that the Employer may have at law or in equity, the following consequences of termination shall apply
in the event that the Agreement is terminated in accordance with Clause 2.19.1(i) or Clause 2.19.1(ii) by the Employer:

(i) The Contractor shall terminate all third-party contracts entered into by the Contractor for the purposes of the Agreement and
allow such third party to enter into a contract with the Employer for the purpose of completing the Works (at the Employer's sole
discretion). For the avoidance of doubt, the Employer shall not be obliged to pay any third party for any materials or goods
delivered or any work executed or services for the purposes of the Agreement (whether before or after the date of termination)
for which the Contractor has failed to make payment to the third party;
(ii) The Employer shall be entitled to appoint any other party to undertake the Works;
(iii) Assign to the Employer, if so required by the Employer, at no cost or expense to the Employer, the benefit of any agreement
for the supply of materials or goods and/or for the execution of any work for the purposes of the Agreement;
(iv) The Employer shall be entitled to recover from the Contractor any losses and damages incurred by the Employer and any extra
costs of completing the Works, after allowing for any sum due to the Contractor after valuation of the final cost of the Works and
the cost to complete the Works. After recovering any such losses, damages and extra costs, the Employer shall pay any balance
to the Contractor;
(v) The Contractor shall not be released from any of its obligations or liabilities under the Agreement and shall remain liable at
all times for all claims, losses or damages of whatsoever nature arising out of the Works that has been performed by the
Contractor prior to the termination of the Agreement and shall indemnify and keep the Employer fully indemnified against all
claims, losses or damages arising therefrom;
(vi) The Contractor shall hand over to the Employer within fourteen (14) days from the date of the termination, all
relevant documents in relation to the Works and hand over vacant site possession of the site to the Employer (i.e. remove all
of its equipment and materials, personnel, workmen, sub-contractors (including their respective employees, servants, and agents)
from the work site and clear the site from any form of debris); and
(vii) The Employer shall be entitled to recover from the Contractor all incidental costs and expenses arising from the termination
of the Agreement including but not limited to accounting, legal, clerical and any other expenses for the preparation of claims,
supporting data/ documents; and

Neither the existence nor exercise of the foregoing powers by the Employer nor anything else contained in the Agreement shall
create a privity of contract between the Employer and any contractors, consultants, suppliers and any third party appointed by the
Contractor or render the Employer liable to any of them. For the avoidance of doubt, the Parties hereby agree that the Contractor
shall not be entitled to any form of losses including loss of profit, damages, claims or whatsoever upon termination of the Agreement
under this Clause.

2.19.3 Subject to thirty (30) days prior written notice, the Employer shall have the absolute right to forthwith terminate the Agreement without
any need to assign any reason whatsoever. Under this circumstance, the Employer and the Contractor shall mutually agree on the
amount of cancellation charges to be paid by the Employer for the early termination which shall be based on the actual Works
done up to the date of termination and any other charges reasonably incurred by the Contractor due to the early termination by
the Employer. The cancellation charges shall be deemed to be as a full and final settlement of for all claims arising from the early
termination under this Clause and the Contractor shall not be entitled to any form of losses including loss of profit, damages,
claims or whatsoever upon termination of the Agreement under this Clause. The Employer shall pay the cancellation charges
within thirty (30) days from the date of the determination of the cancellation charges by the Parties.

2.20 Variations to the Employer's Requirements

2.20.1 In the event of variation to Employer's requirements which necessitates:

(i) addition, omission or substitution of the Works or any part thereof; and
(ii) the alteration of the kind or standard of any of the materials, goods to be used in the Works,

the Employer may issue instructions effecting a variation by way of a variation order ("Variation Order").

2.20.2 The Contractor shall forthwith comply with the Variation Order. No variation instructed by the Employer under this Clause shall in any
way vitiate or invalidate the Agreement but a fair and reasonable value (if any) of all such variations shall be taken into account in
ascertaining the amount of the new contract price, unless such variation is necessitated by the Contractor's default.

2.20.3 Functionality or Safety

(i) Notwithstanding Clause 2.20.1 above, if in the opinion of the Employer the variation is necessary for the purpose of
'functionality or safety' of the Works, the Contractor shall effect the variations. For the purpose of this Clause, what constitutes
'functionality or safety' of the Works shall be solely determined by the Employerand such determination shall for all
intents and purposes be final and conclusive.
(ii) Where a variation under Clause 2.20.3(i) above results in extra cost, the said extra cost shall be borne by the Contractor.
However, if the variation results in a reduction in cost, the contract price shall be accordingly reduced.

2.20.4 In the event that the Contractor considers that the Variation Orders are impending or likely to (i) cause delay to the Works;
and/or (ii) result in variation of the contract price, the Contractor shall notify the Employer in writing of (i) the events and
circumstances causing the delay giving the estimated duration of the delays and any cost incurred as a result of the delay; and/or
(ii) the estimated new contract price for the Employer consideration and approval. The Contractor shall only execute the Variation
Order upon approval by the Employer on the variation to the agreed completion date and/ or the new contract price.
2.20.5 Any variations made under this Clause shall not relieve the Contractor of its obligations the Agreement.

2.21 Foreign Workers, Power Plant's Safety Rules and Regulations and HSSE

2.21.1 Foreign Workers

(a) For the purpose of the Works, the Contractor shall comply with all requirements of the applicable law in relation to foreign
workers including but not limited to all guidelines and directives issued by the government from time to time and shall indemnify
and keep the Employer fully indemnified against all actions, demands, summons, costs and expenses, losses and damages of
whatsoever nature arising from non-compliance of the applicable law in relation to foreign workers by the Contractor. For the
avoidance of doubt, ignorance of the applicable law, guidelines and/ or directives at the time of submission quotation, proposal
and/ or award shall not be an acceptable reason for any form of variation order or variation to the contract price.

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 (b) Pursuant to Clause 2.21.1(a), the Contractor undertakes that:

(i) it shall comply with all laws, regulations, orders, directives and guidelines issued by relevant authorities pertaining
to employment of foreign workers in the performance or provision of the Works, at its own cost and expense;
(ii) it shall ensure that every foreign worker employed for the Works has a valid passport and work permit issued by the
relevant authorities and it shall promptly provide the Employer with a certified true copy of the same upon the Employer's
request, at its own cost and expense; and
(iii) it shall promptly provide the Employer with relevant documents and/or information in relation to any foreign workers
employed for the performance or provision of the Works, upon the Employer's request,

failing which, the Employer shall have the following rights against the Contractor:

A. the Employer shall have the absolute right to deny any of the Contractor foreign workers entry to the plant / site until the
said default has been fully rectified by the Contractor and you shall be fully absolved from all form of liabilities or
obligations of whatsoever nature arising therefrom; and
B. the Employer shall have the right to recover from the Contractor all claims, fines, penalty, losses and/or damages
suffered arising from any breach of the foregoing undertakings and the Contractor shall indemnify and keep the Employer
fully indemnified from all forms of claims, fines, penalty, losses and damages of whatsoever nature arising from our
failure to comply with any of the foregoing undertakings.

(c) In the event that the Contractor employs foreign workers, the Contractor shall have a relevant permit(s) registered under
its name issued by the relevant Government agency(ies) PRIOR to the commencement of the Works.
(d) A copy of the work permit(s) and any other relevant documents to evidence compliance to the requirements of this Clause shall
be submitted to the Employer not later than one (1) week prior to the commencement of the Works.

2.21.2 General Requirements

(i) Compliance with Applicable Statutory & Regulatory Requirements: The Contractor shall at all times during the performance
of the WorKfailingly with the following statutory requirements, which Clause 2.19 (Termination) and Clause 2.9
(Indemnities) shall apply:

(a) Environmental Quality Act 1974 ("EQA") and all subsidiary legislation made thereunder, including but not limited to guidelines
and directives issued by the relevant authority pursuant to the provision of EQA;
(b) Occupational Safety and Health Act 1994 ("OSHA") and all subsidiary legislation made thereunder, including but not limited
to guidelines and directives issued by the relevant authority pursuant to the provision of OSHA; and
(c) Factory & Machinery Act 1967 ("FMA") and all subsidiary legislation made thereunder, including but not limited to guidelines
and directives issued by the relevant authority pursuant to the provision of FMA.

(ii) Employer's HSSE General and Specific Requirements: The Contractor shall at all times during the performance of the Works
comply with the Employer's HSSE general and specific requirements, failing which the Employer shall have the absolute rights to
impose penalties set out in Malakoff Penalties for HSSE Offences Procedure (MCSS2-14) including any amendment made
thereof. The Contractor shall have the obligation to enquire from the Employer on the applicable Employer's HSSE general and
specific requirements prior to the commencement of the Works. The Employer's HSSE General Requirements and Malakoff
Penalties for HSSE Offences Procedure (MCSS2-14) to be provided by the Employer upon written request by the Contractor; and
(iii) Compliance with applicable HSSE Manual, Procedures and Work Instructions: The Contractor shall at all times during
the performance of the Works comply with the applicable Employer's HSSE manual, procedures and work instructions, failing
which failing which the Employer shall have the absolute rights to impose penalties set out in Malakoff Penalties for HSSE
Offences Procedure (MCSS2-14) including any amendment made thereof. The Contractor shall have the obligation to enquire
from the Employer on the applicable Employer's HSSE manual, procedures and work instructions prior to the commencement
of the Works,

(collectively, "Guidelines").

(iv) The Contractor's employees, agents, Contractor, suppliers, transporters and representatives shall comply with the following
requirements prior to commencement of the Works at the Power Plant or site (whichever is applicable):

(a) Shall have valid work permit(s) from the Immigration Department of Malaysia or any other relevant government agencies;
(b) Possess valid NIOSH Tenaga Safety Passport (NTSP) or Oil & Gas Safety Passport (OGSP); and
(c) Any other relevant permits and approval as required by the Employer or by the relevant authorities,

failing which the Employer shall have the right to invoke Clause 2.21.1 (Foreign Workers) and/ or Clause 2.21(v).

(v) The Employer shall have the absolute right to prohibit commencement of the Works or to issue stop work order in the
event that the Contractor's equipment and machinery are found to be unsafe or not in compliance with the Guidelines and/ or the
provision of the Agreement. Without prejudice to any other rights that the Employer has under the Agreement, the Employer shall
not be liable to all costs and expenses incurred by the Contractor arising from the late commencement of the Works or the
issuance of the stop work order. The Contractor shall not be entitled to any extension of time from the Employer and Clause 2.19
( Termination) and Clause 2.9 (Indemnities) shall apply. The Employer shall have the right to invoke this Clause in the event that
the Contractor fails to ensure safe condition of the work area and strict adherence to the Guidelines and provision of the
Agreement by its employees, agents, Contractor, suppliers, transporters and representatives.
(vi) The Employer shall have the right to issue stop work order in the event that immediate threat to the safety of any person or
hazardous situation occurs at the Power Plant or site (whichever is applicable). In the event that the immediate threat or the
hazardous situation occurs due to the Contractor's default, without prejudice to any other rights that the Employer has under the
Agreement, the Employer shall not be liable to all costs and expenses incurred by the Contractor arising from the issuance of
the stop work order. The Contractor shall not be entitled to any extension of time from the Employer and Clause 2.19
(Termination) and Clause 2.9 (Indemnities) shall apply.
(vii) The Contractor acknowledges and represents that, where applicable, it shall conduct on-site inspection and made available
a comprehensive Hazard Identification, Risk Assessment and Risk Control (HIRARC) for all the relevant activities within the
scope of Works. The Employer shall have the rights to prohibit commencement of the Works or to issue stop work order in the
event that the Contractor fails to comply with the requirement of this Clause. The Employer shall have the right, but not an
obligation, to inspect the work area at any time as it deems fit without any need to provide prior written notice to the Contractor.

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(vii) The Contractor shall submit all relevant documents (manual, procedures, work instructions, JSA, HIRARC, plans etc.) to the
Employer for review prior to the commencement of work.
(ix) The Contractor shall ensure its employees, agents, Contractor, suppliers, transporters and representatives understand specific
emergency response plan applicable for specific work area. The emergency response plan shall be provided to the Contractor
safety induction session or to be procured by the Contractor from the Employer prior to the commencement of Works.
(x) The Contractor shall have the obligation to ensure that all its vehicles to be used at the Power Plant or site (whichever is
applicable) shall be roadworthy, comply with the requirements of the Road Transport Department of Malaysia and be driven by
a person with valid license.
(xi) The Contractor shall provide its employees, agents, Contractor, suppliers, transporters and representatives with safe working
equipment and machinery, safety equipment, firefighting equipment, materials , tools and personal protection equipment
including but not limited to safety helmets, safety boots/shoes, safety glasses and proper working attire, i.e. working jacket or
coverall. The equipment shall meet the acceptable quality standards.If any of the equipment is found to be unsafe by the
(Employer at its sole discretion), the Contractor shall forthwith repair and/or replace the same at its sole cost and expense. If the
Employer provides any safety items to the Contractor for the benefitof Contractor's employees, agents, Contractor, suppliers,
transporters and representatives, the Contractor shall be solely liable to make sure that the safety items are fit for its
intended use and are in good working condition. Pursuant to the Contractor's obligation under this Clause, should the equipment
have been found damaged, the Contractor shall be responsible to repair or replace the same at its sole cost and expense. Loan
of common and personal safety equipment to the Contractor is prohibited. The Contractor shall also ensure that its personnel
wear the required PPE at all times when entering designated areas (areas where PPE is compulsory). In the event that the
Contractor fails to comply with the requirement under this Clause, the Employer shall have the right to impose penalty in
accordance with Malakoff Penalties for HSSE Offences Procedure (MCSS2-14).
(xii) Report of Accidents

(a) The Contractor shall within twenty-four (24) hours notify the Employer about the occurrence of any accidents including
near miss involving its employees, agents, Contractor, suppliers, transporters and representatives during the performance of
the Works;
(b) The Contractor shall immediately (without any delay) report accidents resulted in fatality, lost time (LTI), dangerous
occurrence and occupational disease or illness to the Employer; and
(c) The Contractor shall report all accidents, dangerous occurrence, occupational disease or illness to DOSH in accordance
with the requirements of OSHA 1994 and provide the Employer with a copy of the report within forty-eight (48) hours from
the time the report being lodged.

(xiii) For any works or materials supplied involving the use of equipment/tools where there is a need for the equipment/tools to be
calibrated, verified and certified, the Contractor shall provide the relevant certificates prior to commencement of the Works.
These certificates shall be traceable to specific regulatory requirements.
(xiv) All work in confined space shall be performed in accordance with the Industry Code of Practice for Safe Working in a Confined
Space 2010 and any other applicable law, rules, regulation, guidelines, directive and code of practice. All work in confined
space shall be authorized by the Employer through Permit-To-Work (PTW). All personnel involved shall undergo AESP and
AGTES trainings or any other relevant trainings as required by the code and/ or the Employer.
(xv) Where applicable, the Contractor shall provide adequate barricades, covers, guardrails, signage, signal flag persons
or other appropriate devices to protect its employees, agents, Contractor, suppliers, transporters and representatives from
hazardous operations or overhead work.
(xvi) No scaffold shall be erected or be substantially altered or be dismantled except under the supervision of a designated person
as defined in Regulation 74(1) of Building Operations and Works of Engineering Construction (Safety) Regulation 1986. Every
scaffold erector shall be registered with DOSH.
(xvii) All hot work activities (welding, flame cutting etc.) shall be authorized by the Employer through Permit-To-Work (PTW).
The Contractor shall ensure only competent and authorized personnel are allowed to engage in this type of works. All equipment
used for the works shall be maintained and calibrated in accordance with an acceptable industry practice. For each location of
hot work, a dedicated and competent fire watcher shall be provided to continuously monitor the works. The Employer shall have
the right to assign a single fire watcher to monitor the works.
(xviii) Where applicable, prior to the any part of the plant taken out of normal operations, Lock-Out/Tag-Out (LOTO) system and
power isolation shall be carried in accordance with Malakoff Safety from The System Procedure MCSS2-18. The work shall be
authorized through Permit-To-Work approval process.
(xix) The Contractor shall ensure good housekeeping throughout the execution of the Works including but not limited to proper
disposal of scrap material, tidiness, and clear access ways and emergency exits.
(xx) All chemical delivered to the Employer or used for the Works shall comply with the provisions of OSHA 1994 Classification,
Labelling and Safety Data Sheet of Hazardous Chemicals Regulation 2013 (CLASS Regulation). This shall include packaging,
delivery, handling and labelling of such chemicals.
(xxi) The Employer shall have the absolute right to formulate and lay policies and requirements, whether general or specific,
on matters concerning HSSE and the Contractor shall comply with the same throughout the time.
(xxii) Exclusion of Liability

The Contractor and its employees, agents, Contractor, suppliers, transporters and representatives and/ or any third party
(including their employees, agents and/ or representatives) (collectively, "Contractor's Visitor") entering the Employer's
premises or the work site shall possess relevant authorisation from the Employer. The Contractor shall indemnify and keep
the Employer fully indemnified at all times from and against all actions, proceedings and claims whatsoever brought against
the Contractor, and/or costs, expenses, loss and damages incurred by the Employer arising from the non-compliance
by the Contractor's Visitor to the Guidelines including but not limited to:

(a) Loss of life or personal injury to any Contractor's Visitor; or

(b) Loss or damage to the property of any Contractor's Visitor; or
(c) Loss of life or personal injury to any person, which may be directly or indirectly attributable to the negligence
of any Contractor's Visitor; or
(d) Loss or damage to the property of any person, which may be directly or indirectly attributable to the negligence
of any Contractor's Visitor; or
(e) Consequential loss arising from any of the above sub-clauses.

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2.22 Limits of Liabilities of the Employer

2.22.1 The Employer shall not be liable for any loss of profit or revenue, economic loss, loss of productions, loss of contract, loss of interest,
loss of opportunity, punitive or penal damages, and loss of goodwill and any other form of indirect and/or consequential losses caused
by or resulting from the provision of the Works.
2.22.2 Save and except as otherwise expressly provided in the Agreement, the Employer's liabilities shall be limited to the contract price.

2.23 Inspection by the Employer

2.23.1 The Employer shall have absolute rights to review or inspect the Contractor's workmanship and/or equipment and/or materials
supplied for the Works at any time during the execution of the Works without any need to serve prior written notice to the Contractor
and the Contractor shall render full cooperation and assistance to the Employer throughout the review or inspection.
2.23.2 The Employer shall have the right to reject any or all part of the executed Works by the Contractor or require any part of the Works
to be rectified or re-performed in the event that the same does not conform to the Employer's requirements as set out in the
Agreement by providing rejection/rectification notice to the Contractor ("Rejection Notice"). For the avoidance of doubt, the
Rejection Notice shall not be considered as a Variation Order and all cost and expense arising therefrom shall be borne by the
Contractor

2.24 Representations and Warranties

2.24.1 General Representation and Warranties

The Contractor hereby represents and warrants to the Employer that:

(i) it is a corporation validly existing under the laws of Malaysia;

(ii) it has the corporate power to enter into and perform its obligations under the Agreement and to carry out the transaction
contemplated by these documents and to carry on its business as now conducted or contemplated;
(iii) it has taken all necessary corporate action to authorise the execution, delivery and performance of the Agreement;
(iv) the Agreement constitutes a legal, valid and binding obligations of the Contractor and is enforceable in accordance with its
terms and conditions;
(v) as at the effective date neither the execution and performance by it nor any transaction contemplated under the Agreement
will violate in any respect any provision of:

(a) its Memorandum and Articles of Association; or

(b) any other document or agreement which is binding upon it or its assets;

(vi) no litigation, arbitration, tax claim, dispute or administrative proceedings is presently subsisting or pending or, to its knowledge,
threatened or which is likely to have a material adverse effect upon it or its ability to perform all of its obligations under
the Agreement; and
(vii) it has the necessary financial and technical capability to undertake the Works;

2.24.2 Representation and warranties in relation to the Works

The Contractor hereby further represents and warrants to the Employer as follows:

(i) The Contractor is an experienced, skilled and qualified person with good track records to undertake the Works;
(ii) The Contractor's personnel, servants, agents or employees possess the required expertise, skill and experience to undertake
the Works. They shall be a qualified, experienced and competent professionals;
(iii) The Contractor shall carry out the Works with due diligence and efficiency and in conformity with sound engineering and utility
practice and exercise high professional standard of skill in the execution of the Works;
(iv) The Contractor shall practice cost saving and take all reasonable steps to avoid cost escalation and keep all
expenses to a minimum level consistent with sound economic, engineering and related professional practices;
(v) The Contractor has all the relevant and required license to undertake the Works;
(vi) The Contractor has and will comply with all the requirements under the applicable law throughout the execution of the Works;
(vii) The Contractor represents and warrants that no components of the Works infringe or will infringe industrial or intellectual
property rights of any third parties; and
(viii) The Contractor further represents and warrants to ensure that in the execution of the Works it shall:
(a) perform the Works in accordance with the terms of the Agreement and in a professional and workmanlike manner in
accordance with the applicable laws and sound engineering and prudent utility practices;
(b) exercise due care, skill and diligence; and
(c) employ technique, methods, procedures, processes, methodologies, guidelines and use products, systems, features and
materials of high quality and standard consistent with prudent engineering and utility practices and in accordance with the
applicable laws.

2.24.3 The Contractor acknowledges and agrees that the Employer has entered into the Agreement in reliance upon, inter alia,
the Contractor's representations and warranties set out in this Clause and breach of the terms of this Clause shall be considered as
material breach.

2.25 Confidentiality

2.25.1 All documents, including reports, plans, charts, graphs and tables provided to the Contractor in relation to the provision of the Works
and all data and information made available to be collated by the Contractor pursuant to the Agreement (collectively, "Confidential
Information") shall be strictly confidential and under no circumstances shall the Contractor divulge the Confidential Information
to any third party directly or indirectly without the Employer's prior written consent. If the Contractor appoints any specialist firm,
then he may disclose Confidential Information to such firm subject to such firm agreeing to be bound by the similar terms of this Clause
and the term of the non-disclosure agreement (if any). The Contractor shall return or destroy the Confidential Information or data within
fourteen (14) days from the date of the Employer's written notice.
2.25.2 The Employer shall have the right to require the Contractor to execute a non-disclosure agreement based on the terms and conditions
to be solely determined by the Employer.
2.25.3 Confidential Information does not include information:

(i) which is already known to it at the time when such information is disclosed to it;
(ii) which is publicly known through no fault of its own (or that of its representatives, related corporations or affiliates);
(iii) which is legally acquired by it from third parties; or
(iv) which it is required to be disclosed by law, rules of a recognised stock exchange, government, government department or
governmental, statutory or regulatory body or court of law.

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2.25.4 The term of this Clause shall survive the expiry and/ or any rescission or termination for a period of two (2) years from the date of
termination of the Agreement. The Contractor and/or its affiliates shall not make any announcement or grant any interviews
whatsoever relating to this Works, the Agreement or its subject matter without the prior written consent of the Employer except where
required by applicable law or pursuant to the requirements of any stock exchange on which the shares of the Contractor and/or its
affiliates are listed for trading and quotation or by any legal or regulatory authority, in which event the Contractor and/or its
affiliates required to disclose will, where reasonably practicable, immediately notify the Employer of such requirement and obtain its
consent (which consent will not be unreasonably withheld, delayed or conditioned) prior to such disclosure.
2.25.5 The Contractor shall ensure compliance with the relevant privacy and applicable laws as well as the Personal Data Protection Act 2010
("PDPA" (including all of its amendments and revision thereto). The Contractor shall also be fully responsible to ensure that any
confidential information pertaining to personal data furnished to it by the Employer shall be collected, stored, processed, used, or
otherwise dealt with (collectively, "Process") solely for the Worksand shall be in full compliance with the requirements under
the PDPA and it shall not result in the violation or contravention of the PDPA by the Employer.
2.25.6 To ensure compliance with the relevant privacy and applicable laws as well as the PDPA (including all of its amendments and revision
thereto), the Contractor hereby consents to the Employer using the Contractor's personal data for the purposes of the Agreement
and/or the Agreement.

2.26 Assignment, Novation and Sub-Contracting

2.26.1 The Contractor shall not assign or novate in whole or in part any benefit or interest in the Agreement without prior written consent
from the Employer.
2.26.2 The Contractor shall not subcontract the whole or any part of the Agreement without prior written consent of the Employer.
2.26.3 The Employer shall have the right to assign or novate the Agreement or assign or transfer to a third party all or any of its benefits or
obligations under the Agreement and the Contractor is hereby deemed to provide express consent for any novation, assignment or
transfer to a third party all or any of its benefits or obligations thereof.

2.27 Dispute Resolution and Governing Laws

2.27.1 All dispute arising from the provision of the Works or the Agreement shall be amicably resolved between the Parties through good faith
negotiations within thirty (30) days from the date of written notification from either party, failing which Clause 2.27.2 shall apply.
2.27.2 The Agreement shall be governed by, and construed in accordance with, the laws of Malaysia and the Parties hereby agree to:

(i) submit to the exclusive jurisdiction of the Courts of Malaysia in respect of any controversy, dispute or claim whatsoever arising
out of or in connection with a matter contained in the Agreement which by virtue of the express provisions of any applicable
written laws, by-laws, rules or regulations mandatorily require the Parties to refer such controversy, dispute or claim to the
Courts of Malaysia only;
(ii) waive any objection on the grounds of venue or forum of non-convenience or any similar grounds; and
(iii) consent to service of legal process in respect of any matter arising out of the Agreement by forwarding a copy of such
legal process by prepaid registered post to their last known address or in any other manner permitted by the relevant law.

2.28 Stamp Duty

2.28.1 All stamp duty payable for the Agreement shall be borne by the Contractor.

2.29 Compliance with the Laws and Regulations

2.29.1 The Contractor shall comply with all applicable laws, rules and regulations in force in Malaysia and shall keep the Employer fully
indemnified at all times against any consequences for non-compliance.
2.29.2 The Contractor shall comply with applicable guidelines and directives issued by the relevant government authority.
2.29.3 The Employer shall not be liable for any cost escalation arising from change of law.

2.30 Rights and Remedies

2.30.1 The rights and remedies provided in the Agreement are cumulative and are not exclusive of any rights or remedies of the Parties
provided at law, and no failure or delay in the exercise or the partial exercise of any such right or remedy or the exercise of any
other right or remedy shall affect or impair any such right or remedy.

2.31 Audit

2.31.1 Except for firm fixed contract price, the Employer shall have the right to audit any and all records of the Contractor relating to material
and/or services provided hereunder.
2.31.2 Notwithstanding the foregoing and save and except it is permitted under the applicable law, the Contractor shall have the right to
exclude any trade secrets, formulas or processes from the inspection.
2.31.3 The Contractor further agrees to maintain its books and records relating to material and/or services provided hereunder for a period of
two (2) years from the expiry of the Works completion date and to make same available to the Employer at any time or times during
the period.

2.32 Conflict of Interest

2.32.1 The Contractor represents and warrants that it has not exercised corruption and bribery and has not provided any commissions,
payments, gifts, kickbacks, lavish or extensive entertainment or other things of value to any of the Employer's employee or agent in
order to procure the award for the Works.
2.32.2 The Contractor acknowledges and agrees that the breach of the Clause is a material breach which shall result in forthwith termination
of the Agreement.
2.32.3 The Contractor shall have the obligation to notify the Employer's management in the event that there is participation or
solicitation by the Employer's employees or agents.

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2.33 Environmental Matters

2.33.1 Any works performed or materials supplied by the Contractor to the Employer hereunder shall comply with environmental law including
but not limited to the Environmental Quality Act 1974, Environmental Quality (Scheduled Waste) Regulations 2005, Environmental
Quality (Clean Air) Regulations 2014, Environmental Quality (Sewage) Regulations 2009 and Environmental Quality (Industrial Effluent)
Regulations 2009, failing which the Employer shall have the absolute rights to take any action as it deems fit and necessary against
the Contractor.
2.33.2 The Contractor shall indemnify the Employer for any fine, penalty, or liability and for any costs related thereto including, without
limitation, court costs and attorney's fees arising out of any failure by the Contractor, its employees, agents, representatives,
subcontractors, or vendors to observe any law, rule or regulation in relation to environmental law.

2.34 Cumulative Remedies

2.34.1 The rights and remedies given to the Employer under the Agreement shall be cumulative remedies and shall not prejudice any other
rights or remedies of the Employer contained in the Agreement or at law or in equity or the right of action or other remedy of the
Employer under any other contract between the Employer and the Contractor for the recovery of any sum due and payable to the
Employer from the Contractor or in respect of any antecedent breach of the Agreement or any other contract by the Contractor.

2.35 Counterparts

2.35.1 The Agreement (including any amendments, restatements, additions, modifications, variations and/or supplements hereto or waivers
granted in respect hereof) may be executed in any number of counterparts, and this has the same effect as if the signatures
on the counterparts were on a single copy of Agreement (or amendment, restatement, addition, modification, variation, supplement
and/or waiver, as applicable).

2.36 Compliance with Anti-Corruption and Anti-Bribery Laws

2.36.1 The Contractor hereby agrees, covenants and undertakes to comply with all anti-corruption laws, anti-bribery laws and all rules and
regulations made thereunder. The Contractor represents and warrants that it has not exercised corruption or bribery in any manner or
form whatsoever. Breach of this Clause shall be considered as material breach and the Employer shall be entitled to forthwith terminate
the Agreement and Clause 2.19.2 shall apply.

2.37 Survival of Obligations

2.37.1 Notwithstanding the complete performance of the Agreement or the termination of the Agreement in so far as it relates to the
Contractor, the Agreement shall remain in full force and effect between the Employer and the Contractor in so far as such terms and
conditions shall remain unfulfilled or relevant.

2.38 Notice and Language

2.38.1 Every notice, request, demand or other communication shall be given or made in writing to the other party by registered mail, facsimile
or email and it shall be addressed to the party at its last known address. The notice, request, demand or other communication shall be
deemed to have been communicated/ received two (2) days after being deposited in the post office (registered mail) or forthwith upon
successful transmission, submission or posting. For the avoidance of doubt, verbal form of communication or communication by any
unauthorised representative of either party shall be considered as invalid and legally unenforceable.
2.38.2 All correspondences with the Employer shall be in English.

2.39 Knowledge and Acquiescence

2.39.1 Knowledge or acquiescence of either Party hereto of or in any breach of any of the conditions or covenants herein contained shall not
operate as or be deemed to be a waiver of such conditions or covenants or of any of them and notwithstanding such knowledge or
acquiescence each Party hereto shall be entitled to exercise its respective rights under the Agreement and to require strict
performance by the other Party of the terms and conditions herein.
2.39.2 Any indulgence given by the Employer shall not constitute a waiver of or prejudice the Employer's right herein contained.

2.40 Force Majeure

2.40.1 If a party's obligations under the Agreement is delayed, hindered, interfered with or prevented by reason of the occurrence of any
unforeseeable and inevitable event as more particularly described in Clause 2.40.12 below ("Force Majeure Event"), the affected
party shall give fourteen (14) days written notice to the other party specifying the event constituting the Force Majeure Event
("FM Notice") together with supporting documents to evidence the same. The FM Notice shall specify among others the
consequences of such occurrence and estimated time of delay due to the occurrence of the Force Majeure Event. Subject to the full
compliance of the requirements set out in this Clause, both Parties shall be excused from further performance of its contractual
obligations under the Agreement for as long as the Force Majeure Event continues to subsist and neither party shall be liable for
any loss, damage, delay or breach due to or arising from its failure to perform/ fulfil any of its obligation under the Agreement during
the period.
2.40.2 The Force Majeure Event shall mean any event or circumstances which are unforeseeable and beyond the control of a party that
prevents them from performing its obligations under the Agreement including but not limited to the following:

(i) riot, war, hostilities (whether war be declared or not), invasion or act of foreign enemies;
(ii) rebellion, terrorism, revolution, insurrection, military or usurped power or civil war;
(iii) riot, commotion, disorder, strike, lockout, trade embargo or other industrial action by persons other than the Contractor's
personnel and other employees of the Contractor and subcontractor;
(iv) munitions of war, explosive materials, ionising radiation or contamination by radio-activity, except as may be attributable
to the Contractor's use of such munitions, explosives, radiation or radio-activity;
(v) natural catastrophes such as earthquake, hurricane, typhoon, volcanic activity, fire, explosion, storm, flood, tsunami,
earthquake, subsidence, epidemic or other natural physical disaster; and
(vi) ionizing, radiation or contaminating by radioactivity from any nuclear fuel or from any nuclear waste, from the combustion or
nuclear fuel, radioactive toxic explosive or other hazardous properties of any explosive nuclear assembly or nuclear
component thereof.

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2.40.3 If the event that the Force Majeure Event continues to occur for a period exceeding thirty (30) business days from the date of the
FM Notice, the Employer and the Contractor hereby agree to engage into a good faith discussion and negotiation in order to find a
practical and reasonable solution and shall use its best endeavours to mitigate the consequences of the Force Majeure Event.
2.40.4 In the event that the Force Majeure Event continues to occur and the Parties are unable to find a practical and reasonable solution
within a period of one hundred and twenty (120) days from the date of the FM Notice, then either party may terminate the
Agreement by written notice and the termination shall forthwith take effect on the date of acceptance of the notice by the other party.
2.40.5 Neither the Employer nor the Contractor shall have any right to claim for any cost and/ or expenses of whatsoever nature incurred
during the subsistence of and throughout the occurrence of the Force Majeure Event.
2.40.6 Save and except for antecedent breach, no party shall have claim against the other in the event that the Agreement is terminated due
to Force Majeure Event.

2.41 Invalidity and Severability

2.41.1 If any provision of the Agreement is or may become invalid under any written law, or is found by any court or administrative body or
competent jurisdiction to be illegal, void, invalid, prohibited or unenforceable then:

(i) such provision shall be ineffective to the extent of such illegality, voidness, invalidity, prohibition or unenforceability;
(ii) the remaining provisions of the Agreement shall remain in full force and effect; and
(iii) Parties shall use their respective best endeavours to negotiate and agree on a substitute provision which is valid and enforceable
and achieve to the greatest extent possible the economic, legal and commercial objectives of such illegal, void, invalid, prohibited
or unenforceable term, condition, stipulation, provision, covenant or undertaking.

2.42 Contract Documents

2.42.1 Contract documents set out in the Agreement shall be binding. In the event of inconsistency or conflict among the contract documents
set out in the Agreement, the order of precedence shall be based on the sequence as set out in the Agreement. Unless otherwise
mutually agreed by the Parties, the Contractor's terms and conditions shall not be binding on the Employer and it shall not be
considered as part of the Agreement.

2.43 Successors in Title and Assigns Bound

2.43.1 The Agreement shall be binding upon and shall inure for benefit of the respective legal representatives, receivers and/or managers,
liquidators, successors in title and permitted assigns of the Parties hereto.

2.44 Amendments

2.44.1 No modification, amendment or waiver of any provisions of this Agreement shall be effective unless made by mutual consent and made
in writing by way of supplementary agreement specifically referring to this Agreement and duly signed by the Parties.

2.45 E-Auction

2.45.1 The Employer shall have absolute right to require the Contractor to participate in the e-auction and the Employer shall advise the
Contractor on the process and procedures of the e-auction. The Employer shall have the right to withdraw request for proposal
issued to the Contractor if the Contractor refuses to participate in the e-auction as instructed by the Employer.

2.46 Time of Essence

2.46.1 Time wherever mentioned in the Agreement shall be of the essence.

_______________________________________________________________________
(End of General Terms and Conditions for Purchase Order)

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