Appendix C "General Purchase Conditions": Nuovo Pignone S.p.A. Proprietary Information - All Rights Reserved Worldwide

g Nuovo Pignone S.p.A. - GE Energy Oil & Gas Form ARGE 298/2 (Rev.
3)
“GENERAL PURCHASE CONDITIONS” - APPENDIX C
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APPENDIX C
“GENERAL PURCHASE CONDITIONS”
The present document contains the list of the general conditions which govern all the POs of material
and/or services issued by the Purchaser to the Supplier.
The provisions of the present document bind the parties to the extent of their applicability to the
object of the supply (only material, only services or together material and services) and to the
specific kind of material and/or services offered.
Nuovo Pignone S.p.A. proprietary information – All rights reserved worldwide 1

g Nuovo Pignone S.p.A. - GE Energy Oil & Gas Form ARGE 298/2 (Rev. 3)
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INDEX
Art. 1 Acceptance of terms; Art. 2 Entire agreement and order of documents; Art. 3 Acceptance of the PO and of the
standard clauses; Art. 4 Delivery terms of material, transportation of material, passage of title; Art. 5 Confidentiality
and Intellectual Property rights; Art. 6 Purchaser’s property goods; Art. 7 Prices; Art. 8 Packing, preservation and
marking of material; Art. 9 Documentation and certifications; Art. 10 Payment and related documents; Art. 11 Late
delivery; Art. 12 Suspension; Art. 13 Waiver; Art. 14 Indemnity and insurances; Art. 15 Plant access, material
inspections and services controls; Art. 16 Warranty; Art. 17 Termination; Art. 18 Privacy’s treatment of personal
data; Art. 19 Assignment and subcontracting; Art. 20 Force Majeure; Art. 21 Notices, correspondence and
communications between parties; Art. 22 Compliance with laws and Purchaser’ procedures; Art. 23 Changes and
revisions; Art. 24 Blanket Order; Art. 25 Dispute resolution; Art. 26 Governing and applicable law.
_____________ __ ___(The present document contains 21 pages)____ ______________________
Art. 1 - ACCEPTANCE OF TERMS

(1) Parts. In these General Purchase Conditions all references made to “Purchaser” will be understood as Nuovo
Pignone S.p.A., an Italian company acting in the Oil&Gas sector as affiliate of GE Energy, which is part of the General
Electric Company. If and where specifically indicated, the references will be understood as one of the companies of the
GE Energy group. All references made to “Supplier” will be understood as the supplier of material and/or services. The
Purchaser and the Supplier are referred individually as a “Party” and collectively as the “Parties”.
(2) Applicability. Supplier agrees to be bound by, and to comply with, all terms set forth in these General Purchase
Conditions to the extent of their applicability to the specific material and/or services supplied, including any
amendments, supplements, specifications or other documents referred to in these General Purchase Conditions and in
the PO.
(3) Integrity of the document. Unless this is expressly accepted by the Parties in compliance with article 2 of the
present document, the terms in these General Purchase Conditions shall apply also in the case the Purchaser receives
and accepts Supplier’s material and/or services delivered under Supplier’s conditions other than the present ones. Any
attempted acknowledgment of these General Purchase Conditions containing terms inconsistent with or in
contradiction with the terms of this document is not binding. These General Purchase Conditions do not constitute an
acceptance by the Purchaser of any offer to sell, any quotation, or any proposal. Reference in these General Purchase
Conditions to any such offer to sell, quotation, or proposal shall in no way constitute a modification of any of the
terms of these General Purchase Conditions. The present Agreement annuls, terminate and replaces any previous
transactions, writings and previous engagements between the Parties as concerns it.
(4) Definitions. In the present document the following terms shall have the indicated meaning: a) the term
“including” shall mean as “including, but not limited to”; b) the term “material” shall mean any good/s ordered in the
PO; c) the term “services” shall mean any services or any deliverable object of the services indicated in the PO. Other
definitions, only as example, Agreement, PO etc., are indicated in the present document under relevant paragraphs.
(5) Articles’ Headings. Any article’s heading used in these General Purchase Conditions is only for convenience and
shall not in any way affect the construction or the interpretation of the present document.

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Art. 2 - ENTIRE AGREEMENT AND ORDER OF DOCUMENTS

(1) The entire agreement (hereinafter referred to as the “Agreement”, intended as the whole documents binding the
Parties among those indicated in this article), as the case may be, shall consist of the following documents with the
following order of precedence:
a. Purchase Order. This document contains the list of the special clauses selected by the Purchaser in order to
discipline specific and operative aspects of the supply relationship with the Supplier. It includes all the
conditions and clauses contained in any attachment and document expressly incorporated by reference. The
article/s selected will be considered in force and binding the Parties only if accepted by the Supplier in
compliance with Art. 3 of these General Purchase Conditions (hereinafter PO);
b. “Appendix A”. This document contains any eventual agreement entered by the Parties for the regulation of
any specific aspects/areas of the supply and, in general, of the business relationship. It may include, only as
example, any electronic agreements for the regulation of the business by Internet (ex. the E-Sourcing Frame
Agreement - e-PO Appendix), the General Conditions of Transportation of Purchaser (which discipline the
purchase of the “transport services”) any eventual agreement entered in writing between Purchaser and
Supplier (ex. Long Terms Agreement LTA or Frame Agreements, Collaboration Agreements or similar). In this
case the correct integration between them and all the documents of the present article shall be agreed in
writing by the Parties (hereinafter Appendix A followed by a number in case of more of such documents of a
similar type);
c. “General Purchase Conditions” (Appendix C). This document contains the list of the general conditions
which shall discipline all the POs issued to the Supplier. It shall be understood to constitute an integral part of
all the POs. Unless otherwise indicated, the latest document revision shall apply (hereinafter General
Purchase Conditions).
(2) The terms of the PO prevail over any other document as indicated at points b. and c. of paragraph (1) of the
present article. Any term specifically agreed by the Parties and added in the text of the PO with the same title will
supersede any conflicting provisions stated in the same PO. No Purchaser’s financial obligation will arise without
issuance of a PO.
(3) The terms of these General Purchase Conditions prevail over any different terms of any other document which is
not included at points a. and b. of paragraph (1) of the present article and in any eventual Appendix D as specified in
paragraph (4) of the present article.
(4) If, only for exceptional, particular and contingent requirements of the Parties, alternative terms are agreed by the
Parties in derogation of the documents indicated at points b. and/or c. of paragraph (1) of the present article, those
new terms will be legally effective between the Parties, and will prevail over the mentioned documents, only if inserted
in the specific Appendix named “Appendix D: Amendments to (name of the document) agreed by Nuovo Pignone
S.p.A. and (name of Supplier)”. If entered, this Appendix D must be understood to constitute an integral part of the
PO and it shall be expressly incorporated by reference in the PO (hereinafter “Appendix D”).
(5) Supplier’s acceptance of the PO, included its attachments, and of these General Purchase Conditions, included its
attachments, annuls any of Supplier’s sales conditions.
(6) These General Purchase Conditions may be executed in one or more counterparts, each of which shall, for all
purposes, be deemed as original and all of which shall constitute the same instrument. Facsimile signatures on such
counterparts are deemed originals.

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(7) The invalidity, in whole or in part, of any of the terms, articles or paragraphs of these General Purchase Conditions
shall not affect the remainder of such terms, articles or paragraphs or any other terms, articles or paragraphs. The
Parties agree to give to any such article or provision deemed invalid, in whole or in part, a lawful interpretation that
most closely reflects the original intention of Purchaser and Supplier.
(8) All provisions or obligations contained in these General Purchase Conditions which, by their nature or effect, are
required or intended to be observed, kept or performed after the termination or the expiration of the PO, will survive
and remain binding upon and for the benefit of the Parties, their successors (including without limitation successors by
merger) and permitted assigns.
(9) The documents of the Agreement, indicated under paragraph (1) of this article, along with any eventual Appendix
D as per paragraph (4) agreed by the Parties, shall be understood as the complete, exclusive and final expression of
the Parties’ agreement with respect to the supply relationship.
(10) The POs issued by the Purchaser shall be executed by the Supplier in compliance with, and shall be regulated by,
all the applicable provisions contained in the documents being a part of the Agreement.
(11) In the case the Parties agree to apply in their relationships a “Back-to-Back” solution, the documents being a
part of the Agreement will be expressly indicated in the PO heading clause expressly provided for these cases.
Art. 3 – ACCEPTANCE OF THE PO AND OF THE STANDARD CLAUSES

(1) Paper “Order Acceptance Form” system. In the case Supplier is required to accept the PO by returning the
attached Order Acceptance Form - Mod. COA 26, (Hereinafter “Order Acceptance Form”) sent to him by e-mail, the
acceptance and the perfection of the PO will be considered the date of Purchaser’s receipt of the Order Acceptance
Form duly printed and signed in all parts by the Supplier. In compliance with article 1341 of the Italian Civil Code the
Supplier shall be required to accept the list of standard clauses indicated in the same Order Acceptance Form.
(2) Electronic acceptance way. In the case Supplier is required to accept the PO by the Electronic PO system - e-
PO, the date of acceptance and perfection of the agreement will be considered the date on which the Supplier will flag
the proper extranet site’s “Accept” box followed by the clicking on the “Submit” button at the bottom-end of the same
site’s page. In compliance with article 1341 of the Italian Civil Code the Supplier shall have previously explicitly
accepted the list of standard clauses indicated in the e-PO Frame Agreement entered by the Parties.
(3) Blanket Order case. If any Blanket Order (see article 24) is entered by the Parties, the date of acceptance and
perfection of the PO will be considered the date of Purchaser’s receipt of the Order Acceptance Form duly printed and
signed in all parts by the Supplier and not the acceptance of each release. In compliance with article 1341 of the
Italian Civil Code the Supplier shall be required to accept the list of standard clauses indicated in the same Order
Acceptance Form.
(4) Implicit acceptance. The implicit acceptance of the PO by the beginning of the PO’s performance will be allowed
only in case of urgent exigencies of the Parties. In this case the Supplier undertakes to provide the Order Acceptance
Form duly signed in all parts within a period of time reasonable and however agreed with the Purchaser.
(5) Others. Other forms of PO acceptance will be agreed in writing by the Parties.
Art. 4 – DELIVERY TERMS OF MATERIAL, TRANSPORTATION OF MATERIAL, PASSAGE OF TITLE

(1) Delivery terms are meant to be binding and of the essence and no delay is allowed without prior written approval
of Purchaser (the effects deriving from the eventual late delivery are disciplined in article 11).

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(2) Unless otherwise specified in the PO, the delivery terms, the transportation of material and the passage of title
shall be disciplined by the following two provisions which shall be interpreted according to the provisions of the latest
“INCOTERMS” edition:
a) Case of material’s transportation borne by Supplier. The date indicated as “Delivery Date” is to be intended as
the required date when material, and the relevant shipping documents, arrive at the final destination point
(Purchaser’s works/warehouse, customer’s final site or wherever else however specified in the PO). Passage of title
and ownership of the material will take place at Purchaser’s final destination point. Purchaser’s receipt of the material
at final destination will be a condition for Purchaser’s payment of any invoice to Supplier. The Supplier will be
considered responsible for any risks connected to the transportation and eventual losses and/or damages to material
during transportation are solely in the responsibility of the Supplier. Any transportation expenses shall be charged
separately and documented with normal invoices. If so specified in the PO, Supplier shall use Purchaser’s designated
carriers and/or shipping agents. b) Case of material’s transportation borne by Purchaser. The date indicated as
“Delivery Date” is to be intended as the required date when material, and the relevant shipping documents, are ready
to be received by Purchaser’s carrier, properly notified by the Supplier, in the place explicitly indicated in the PO (that
is FCA place indicated in the PO which, if nothing is specifically indicated, corresponds to the Seller order address), in
order to be transported, and this readiness shall be certified by the Purchaser or its Carrier with a “Note of Readiness”
or similar documents. Passage of title and ownership of the material, if not otherwise specified in the PO, will take
place at Purchaser’s final destination (Purchaser’s works/warehouse, customer’s final site or wherever else however
specified in the PO). Eventual losses and/or damages to material during transportation are in the responsibility of the
Purchaser. Eventual documented damage/cost suffered by the Purchaser in connection with the transportation due to
any non-conformity of the material with what specified in Supplier’s Note of readiness will be separately charged to the
Supplier.
(3) Purchaser’s acceptance of material. Unless otherwise stated in the PO, material shall not be deemed accepted
by Purchaser until the required delivery date, or if it is supplied in a quantity different from what is specified in the PO.
Purchaser reserves the right to return or store material delivered prior to such date or in a different quantity at
Supplier’s expense and risk.
(4) Derogation for delivery of material not in compliance with what indicated in PO. In the case a Supplier
shall deliver material not in compliance with the requirements indicated in the PO, the same shall fill-in and send to
the relevant Supplier Quality Engineer (hereinafter SQE) of the Purchaser an appropriate formal “Derogation Form”.
Such Derogation Form shall be submitted to the SQE by the informatic system eSDR (electronic “Supplier Deviation
Request”) alleging the appropriate form duly filled-in in any of the three sections (material and software,
documentation, certification). The material not in compliance shall be delivered by the Supplier only after its receipt of
an express formal authorization of the Derogation Form by the interpelled SQE. Any other form of authorization shall
be deemed invalid. Any eventual inspection executed by the Purchaser prior to the delivery shall not exempt the
Supplier from the mentioned obligation in these cases: a) all the non conformities evidenced in the inspection are not
solved prior of the delivery; b) the material is found with non conformities with regards to the requirements of the PO
non evidenced during the inspection; c) the documentation and the certification required in the PO is incomplete.
(5) Passage of title of services. Passage of title of services shall take place as services are performed. If object of
the services is the execution of a deliverable, the passage of title shall occur at its Purchaser’s approval.

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Art. 5 - CONFIDENTIALITY OF INFORMATION AND INTELLECTUAL PROPERTY RIGHTS

(1) Definitions. The following terms in this article shall have the following meanings: a) “Intellectual Property” means
all intellectual property and proprietary rights including, without any limitations, all rights of inventorship and
authorship, inventions, patents, patent applications, and know-how for any product, process, method, machine,
manufacture, design, composition of matter, or any new or useful improvement thereof, as well as copyrights,
trademark, services mark rights and all rights in trade secrets, computer software, data and databases related to
material and/or services of each PO; b) “Proprietary Information” means all information which is disclosed or made
available to Supplier with regards to material and/or servicess of the PO, whether marked as confidential or not,
transmitted orally or in writing, and any Technical Information obtained from Purchaser or first produced by Supplier
or Purchaser in the performance of the PO; c) “Technical Information” means technical information and data, whether
documented or undocumented related to material and/or services of each PO, including without limitation, design,
manufacturing, assembly and user maintenance information, drawings, performance specifications, material
specifications, methods, practices, computer files and computer software, as well as modifications, revisions and
improvements to these items. Technical Information specifically excludes design standards, methods, computer
software developed by Supplier without the use of Purchaser’s funds before Supplier’s activities under the PO and
which are not required to be delivered to Purchaser under the same PO.
(2) Confidentiality. Supplier and Supplier's Personnel shall maintain in confidence and safeguard and not disclose to
any third party all Proprietary Information, unless specifically authorized in writing by the Purchaser. Supplier
recognizes and acknowledges the confidential and proprietary nature of any Proprietary Information and acknowledges
the irreparable harm that could result to Purchaser if it is disclosed to a third party, or used for unauthorized purposes,
without Purchaser’s prior written consent. Supplier agrees to use any Proprietary Information only for conducting
business with Purchaser in a manner contemplated by this article. Supplier will take all reasonable steps to preserve
Purchaser's Proprietary Information in confidence and prevent disclosure to third parties, particularly towards the
Purchaser’s competitors. Supplier shall restrict disclosures of any Proprietary Information to only the Supplier’s
Personnel who have a need to know it, by informing them of the confidential nature of information and binding such
Personnel to obligations of confidentiality in the way it will deem more appropriate. Upon completion or termination of
the PO or upon request of the Purchaser, Supplier shall promptly return all materials incorporating any such
Proprietary Information and any copies thereof. The Purchaser shall be able to ask the Supplier to cause its employees
assigned to perform services under the PO to sign a Confidentiality Agreement (or similar documents) in the form
furnished by the Purchaser. The Supplier acknowledges its responsibility for the obligation of confidentiality and is
aware that any breach of its obligations of confidentiality will cause the application of any remedies provided for by the
applicable law.
(3) Information not covered. The Parties agree that Supplier's obligations with respect to handling, disclosing,
reproducing and using such Proprietary Information are not applicable to any portion(s) of the Proprietary Information
which: a) is in the public domain before receipt by Supplier or after the date of receipt without breach of the PO by
Supplier; b) is known, as evidenced by documentation, to Supplier before disclosure by Purchaser; c) Supplier may
disclose with Purchaser’s prior written approval; or d) is disclosed without restriction to Supplier by a third party
having a bona fide right to do so without breach of this PO by Supplier.
(4) Information disclosed by the Supplier. Unless otherwise specified in the PO and if not expressly marked as
confidential, any kind of information, even technical one, disclosed by Supplier to Purchaser during the performance of
the Agreement, shall be deemed to have been disclosed without any obligations of confidentiality. Purchaser shall have

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the right to use and disclose such information to other companies of the GE group and to third parties without any
compensation beyond what eventually specified in the PO, and without requiring any authorization from Supplier. It is
understood that Purchaser engages, in any case, not to breach any Supplier’s rights of intellectual property if any.
(5) Intellectual Property rights transferred to Purchaser. Unless otherwise stated in the PO, Supplier agrees to
transfer and assign to Purchaser and its designees, without further compensation as regards the price indicated in the
Order, the entire right, title and ownership through the world with regards to: a) all Technical Information specifically
produced by Supplier in the performance of the PO; b) all Intellectual Property specifically produced from Supplier’s
activities for the performance of the PO; c) all Intellectual Property specifically relating to any deliverables under the
performance of the PO; and d) any creations and inventions that are otherwise made through the use of Purchaser’s or
its affiliates’ equipment, supplies, facilities, materials and/or Proprietary Information. All such Technical Information
and Intellectual Property specifically related to the execution of the PO and that are protectable by copyright or patent
will belong exclusively to Purchaser. Supplier further agrees to disclose to, and assist, Purchaser in every proper way
to obtain appropriate legal protection for the Technical Information and Intellectual Property transferred and assigned
or to be transferred and assigned to Purchaser. Supplier shall, on its own account, indemnify and defend the Purchaser
against any claim, suit, or other proceeding brought against the Purchaser by a third party and based on any
allegation that the work performed by the Supplier during the execution of the PO constitutes a violation of any patent,
copyright, trade secret, proprietary information right, or other intellectual property right owned by such third party.
Supplier shall not, without Purchaser’s written authorization, disclose or use, in Supplier’s work with Purchaser, any
secret or confidential information of third parties or incorporate into deliverables to Purchaser under the PO: a) any
software, applications, or components or other materials subject to Intellectual Property rights owned by any other
party other than Purchaser; or b) any software, applications or components which are functionally dependent upon
Purchaser’s use of third party intellectual property.
(6) Reserved Intellectual Property form. In the case the Supplier intend to exclude an intellectual property from
the assignment under above paragraph (5), it shall indicate this Intellectual Property in a suitable form called
“Supplier’s reserved intellectual property” it shall require from Purchaser. After filling in, Supplier shall get it signed by
a Purchaser’s representative before incorporating the Supplier’s Intellectual Property into the materials and/or services
to be delivered according to the Agreement. Supplier will keep the “Supplier’s reserved intellectual property” approved
and indicated in the form filled in properly. However the Supplier gives the Purchaser a non-exclusive, irrevocable,
permanent, fully paid licence in order to: a) prepare work deriving from the Supplier’s reserved intellectual property,
by means of Purchaser’s employees or independent contractors; b) reproduce the Supplier’s reserved intellectual
property and work coming from it; and c) do, use, distribute, perform and transmit the Supplier’s confidential
intellectual property, as well as the work deriving from its reproductions.
(7) Publicity. Supplier shall not make any announcement, take or release any photographs (except for its internal
operation purposes for performing the servicess and/or creating the deliverables) or release any information
concerning the PO or any part thereof or with respect to its business relationship with Purchaser, to any member of
the public, press, business entity or any official body except as required by applicable law, rule, injunction or
administrative order, unless prior written consent is obtained from Purchaser. If Supplier determines it is obligated by
law or a governmental authority to make any such announcement or release, Supplier shall promptly notify Purchaser
and cooperate with Purchaser to ensure the suitable confidentiality.

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Art. 6 - PURCHASER’S PROPERTY GOODS

(1) During the execution of the PO all tools, equipment or material of every description eventually furnished to
Supplier by Purchaser or specially paid for by Purchaser, and any replacement thereof, or any materials attached
thereto, shall be and remain the property of Purchaser.
(2) Such property and, whenever practical, each individual item thereof, shall be plainly marked or otherwise
adequately identified by Supplier as property of the Purchaser and shall be safely stored separate and apart from
Supplier’s property.
(3) Such property, while in Supplier’s custody or control, shall be held at Supplier’s risk, shall be kept insured by
Supplier at Supplier’s expense in an amount equal to replacement cost with loss payable to Purchaser and shall be
subject to removal at Purchaser’s written request, in which event Supplier shall prepare such property for shipment
and shall redeliver to Purchaser in the same condition as originally received by Supplier, reasonable wear and tear
excepted, all at Supplier’s expense.
Art. 7 - PRICES
(1) Supplier's prices of the material and/or the services shall be indicated in each PO or in any other document as
specifically indicated in the PO.
(2) Supplier's price of the material and/or services shall includes all state and local taxes on sales, use, operation,
charge, pays, any value-added taxes, and any other taxes, fees, and/or duties applicable to the material and/or
services object of the PO.
(3) All prices are firm and shall not be subject to any change. All prices are understood to be frozen even in the event
of prices rises in materials and increases in the cost of production for any cause or eventuality, including force
majeure, from the date of the PO to the total fulfillment of the PO or termination thereof. This paragraph is to be
intended unless otherwise specified in the PO.
Art. 8 - PACKING, PRESERVATION AND MARKING OF MATERIAL

(1) Packing, preservation and marking shall be as specified in the PO. If not specified in the PO, shall be used the best
commercially accepted practice and shall be in compliance with the applicable law, in a way by which it may be easily
possible to check eventual loose parts and by which material will be protected from any damages during the
transportation. Supplier shall be responsible and obliged to refund any damages occurred in this connection to the
extent of its obligations.
(2) The material shall be packed in an appropriate way considering the nature of the material, with a package suitable
to protect the material during the transportation from eventual damages due to shocks and to guarantee the integrity
of the material at the destination.
(3) Material that cannot be packed because of the size or the weight should be loaded into suitable containers, pallets
or crossbars strong enough to allow safe lifting and unloading. Vehicles that reach their destination and present
unloading difficulties will be sent back to their point of departure.
(4) The Country of Origin for all material shipped across international borders shall be marked in a conspicuous
location as legibly, indelibly and permanently as the nature of the article or container will permit, so as to clearly
indicate to Purchaser and Customs the origin of the material. The gross and net weight, shipping place, mode of
packing, the hook-points in case of over-dimensional shipment and stacking ability shall be marked on the packing.

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(5) Each package shall be well marked or labeled al least with the following indications: destination, job’s number, PO
number, gross / net weight in kg, package number, content.
Art. 9 - DOCUMENTATIONS AND CERTIFICATIONS

(1) Material and/or services supplied in relation to the PO shall be supplied complete with all the appropriate technical
documentation for operation, maintenance and/or manufacture, and shall be accompanied by: a) a copy of the
certification required in the supply specifications under the heading “Documentation to be sent to Purchaser”, or
required by e-mail with an attached pdf document (indicating as sender “ENERGY SDR Admin”, and as object the PO
number, the PO position and the material); and b) two copies of the “Instruction and Maintenance Manual/s” required
by the Purchaser’s supply specifications or required by e-mail with an attached pdf document (indicating as sender
“ENERGY SDR Admin” and as object the PO number, the PO position and the material).
(2) All the documentation relevant to Certificates and Instruction Books shall be sent to the Purchaser by using the
informatic application Project-Net by uploading a digitised copy in the relevant folder. The Certificates shall have the “
True Copy” wording stamped on in red and shall be signed by the Supplier Quality Control Department in order to
certify that are copies identical to the originals. In case the Supplier has not yet available an access to the Project-Net,
it is exceptionally allowed to send the documentation on paper up to when the Supplier will have the access. In this
case the documentation on paper shall be sent as follows. The Certificates shall be sent together with a cover letter in
a sealed envelop by using an express courier addressed to the RICE COLL/DOCU Department of the Purchaser Plant
where the materials are delivered. The Instruction Books shall be sent with cover letter or in a sealed envelop or
closed box by express courier as follows: the first copy addressed to the INPR/SVIL Department of the Purchaser Plant
where the materials are delivered; the second copy shall be sent attached to the materials properly suited and
identified in a sealed envelop or closed box.
(3) Any certification shall be filed by the Supplier for a period of at least 10 years from the date of actual delivery.
(4) Unless otherwise stated in the Order the certificates and the manuals shall be compiled in the language/s as
reported in the purchase specifications or in the automatic mail (with sender “ENERGY SDR Admin”).
(5) All of the certifications sent shall contain the following information, if not otherwise indicated in the PO and if
applicable: a) description of the certified components; b) Order No. and item; c) Purchaser material Code No./drawing
and relevant Purchaser’s revision; d) Purchaser job No.
(6) All of the certification to be produced constitutes an integral part of the supply object of the PO.
(7) Failure to send the documentation can represent good grounds for the rejection of the shipped material of the
performed work object of the service, and, if the material is accepted and used by the Purchaser regardless of this, the
terms of payment of the relevant invoice will commence from the date of reception of the missing documentation.
(8) In all cases, Supplier shall provide the Purchaser with the Country of Origin of each material supplied pursuant to
the PO.
(9) Unless otherwise specified in the PO, the content of the manuals shall be drawn up according to specification
ITN01301, latest revision.
Art. 10 - PAYMENT AND RELATED DOCUMENTS

(1) Unless otherwise specified on the PO, payment terms are Net due 90 (ninety) days starting from the Payment
Start Date. The Payment Start Date is considered the applicable one between the following two cases: a) for the

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services, the date of receipt of a valid invoice by Purchaser; b) for material, the date of receipt of the material at the
final destination as indicated in the PO.
(2) Said Payment Start Date shall be postponed in case of non-conformities or defects eventually observed by the
Purchaser in the material and/or services consigned/executed. In such case, the payment start date shall run from the
date on which the non-conformity or defects will be corrected.
(3) An original and two copies of the invoices shall be addressed as indicated in the PO. Every invoice shall refer to
only one order and, in the case of blanket orders, must refer only to the request(s) of a particular Purchaser’s plant.
The following details, when applicable, shall be provided in the invoices: a) PO number with the relevant modification
and eventually the number of the request of sending for blanket orders with the name of the requesting office; b) item
number; c) Purchaser’s material code; d) relevant description, quantity and unit price; e) bank account number
(including ABI, CAB, CIN and IBAN codes for Italian suppliers and SWIFT, ABA, SORT, IBAN codes, whichever
applicable, along with the full bank address for foreign suppliers); f) Supplier’s code assigned by Purchaser; g)
material consignee; h) delivery documents number. Any invoice not containing the appropriate details as above
specified will be considered incomplete and will be returned to the Supplier.
(4) The invoice shall be subject to the tax conditions in effect at the time of invoicing. The appropriate delivery
documents shall report the PO number with relevant modification number, number of the request of sending for open
orders, each order position number with the Purchaser’s material code, description and quantity.
(5) In the case of materials shipped to destinations other than the Purchaser’s works/warehouse, to which the
invoices should have been sent, a copy of the delivery documents, to be used administratively, should be sent to the
purchasing office which issued the PO.
(6) In case of payment due by “Letter of credit” the relating payment conditions shall be indicated in a specific form
issued to the Supplier and however shall be indicated in the face of the PO.
(7) If the documentation sent to Purchaser is found incomplete or not in compliance with the above instructions,
payment terms of the relative invoices will begin following receipt of the required complete documentation.
(8) No extra charges of any kind will be allowed unless specifically agreed in writing by Purchaser.
(9) Purchaser shall be entitled, at any time, to set-off in whole or in part any and all present or future amounts owing
from Supplier to Purchaser, or a Purchaser parent, affiliate or subsidiary.
(10) If material will cross an international border, Supplier shall provide a Commercial Customs Invoice as required
for customs clearance. The invoice shall be in English, or destination country specific language, and shall include
contact names and phone numbers at Purchaser and Supplier who have knowledge of the transaction; in addition, all
material and/or services provided by Purchaser to Supplier for the production of material, not included in the Purchase
price, shall be separately identified on the invoice (i.e. consigned material, tooling, etc.). Each invoice shall also
include the applicable Order number or other reference information for any consigned material and shall identify any
discounts or rebates from the base price used in determining invoice value. The custom’s clearance costs (duties,
taxes etc.) shall be indicated separately in the invoice.
Art. 11 - LATE DELIVERY

(1) With regards to material and/or relevant documents. Late delivery means when Supplier fails to deliver the
material and/or documents as scheduled in the PO. In case of transportation borne by the Supplier, late delivery
means any delay from the date stated in the PO, on which the material should have been arrived at Purchaser’s
works/warehouse, or customer’s final Site or wherever else however indicated in the PO. In case of transportation

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borne by the Purchaser, late delivery means any delay from the date stated in the PO, on which the material should be
ready to be loaded by the Purchaser’s carrier, properly notified by the Supplier, in the place indicated in the PO.
With regards to services and/or relevant documents. Late delivery means when Supplier fails to complete the
services or to deliver the deliverable/s object of the services as scheduled in the PO. In any case the Purchaser will be
able to require the delivery of the mentioned documents as they are at the date indicated in the PO, even if not
completed, without any payment to the Supplier for the costs borne for the completion of the work.
(2) In case the Supplier fail to comply with the delivery date indicated in the PO, unless justified by a valid cause of
force majeure, Supplier will be considered liable for damages resulting from it and Purchaser may ask Supplier,
regardless of the extent of the suffered damages, to pay the amounts of penalty as stated herein: 1% of the total
amount of the PO for every whole week of delay (or any portion of it), up to a maximum of 10% of the total amount of
the PO, whatever the entity of the undelivered material or type of document or deliverables object of not performed
services, including documentation and certification required by the PO. The present paragraph is intended valid, unless
otherwise specified in the PO.
(3) Material shipped and/or services executed in advance of the schedule of the PO will not be accepted by the
Purchaser and will be returned or stored at Supplier’s expense and risk.
(4) Supplier shall notify Purchaser in writing of any known delay in the performance of its obligation, stating a) the
period of delay; b) the reason/s of such delay; and c) which actions are being taken to overcome such delay.
(5) The penalty for late delivery may apply also to material and/or relevant documents and/or existing deliverable/s
object of the service, that even though delivered on the contract dates, are rejected at the incoming parts inspection
for defects ascribable to the Supplier.
(6) The present article is to be intended in addition to any other rights and remedies provided by the governing law,
including indemnification for any documented damage suffered by Purchaser in connection with late deliveries.
Art. 12 - SUSPENSION
(1) Purchaser may at any time, by notice to Supplier, temporarily suspend the performance of the work for the time
which is deemed appropriate.
(2) Upon receiving notice of suspension, Supplier shall promptly suspend work to the extent specified, properly caring
for and protecting all work in progress and materials, supplies, and equipment Supplier has on hand for performance.
(3) Purchaser may at any time withdraw the suspension, as to all or part of the suspended work, by notice to Supplier
specifying the effective date of withdrawal.
(4) Supplier, then, shall resume the performance on the specified effective date of notified withdrawal.
Art. 13 - RIGHTS WAIVER

(1) No right arising out of a breach of these General Purchase Conditions can be discharged by a waiver or
renunciation unless supported by consideration and made in writing signed by the aggrieved party.
(2) Either party’s failure to enforce any provisions hereof shall not be construed as waiver of a party’ s right thereafter
to enforce such provision.
Art. 14 - INDEMNITY AND INSURANCES

(1) Supplier shall take all the necessary precautions to prevent the occurrence of any injury to persons or to property
during the progress of work/s object of the PO and, except to the extent that any such injury or damage is due solely

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and directly to Purchaser’s or its customers’ negligence, shall defend and indemnify the Purchaser (that in the
insurance contract of the Supplier shall be considered as third party) against any claim which may result from any act
or omission of the Supplier, its agents, employees or subcontractors.
(2) During the execution of the PO the Supplier shall maintain the general liability for bodily injury and property
damage suffered by the Purchaser and shall indemnify the Purchaser for any damage to persons and properties arising
from such execution, also in compliance with the Italian regulations for product’s liability.
(3) Unless differently specified in the PO and depending on the applicability to the specific scope of supply, during the
performance of the PO Supplier shall procure, and maintain in force, a minimum insurance coverage with regards to
the present article and shall furnish to Purchaser, on request, the relative “Certificate of Insurance” completed by its
insurance carrier(s) certifying that the required insurance coverage is effective. Minimum insurance coverage means:
a) third party liability insurance (people and goods) with a limit not less than Euro 2,500,000 per occurrence; b)
product liability insurance for damages originated by the material against third parties with a limit not less than Euro
2,500,000 per occurrence; c) environmental pollution liability insurance with a limit not less than Euro 2,500,000, or
local equivalent, per occurrence; d) property/all risks insurance in respect of the equipment provided within the job-
site (all the equipment shall be insured at their full replacement new cost basis); e) workmen’s
compensation/employer’s liability insurance with a limit not less than Euro 2,500,000 per occurrence.
(4) Any eventual specific additional insurance coverage shall be indicated in the PO.
(5) All the insurances above mentioned shall not limit in any way the liability of the Supplier deriving from the PO and
from the applicable law. In this connection the Supplier shall be considered liable in case the eventual damages exceed
the maximal provided in said insurance coverage and shall cover the difference eventually existing between the value
of the damage and the sum reimbursed by the insurance coverage.
(6) The Supplier shall immediately notify the Purchaser if, at any time during the term of the PO, the Supplier receives
notice of cancellation or of material changes of any insurance policy required.
(7) The present article is to be intended in addition to any other rights or remedies provided by the governing law,
including additional indemnification for eventual damages suffered by Purchaser in connection with this article.
(8) All the insurance policies contracted by the Supplier will provide for a full waiver of subrogation clause toward the
Purchaser.
Art. 15 - PLANT ACCESS, MATERIAL INSPECTIONS AND SERVICES CONTROLS

(1) In order to allow Purchaser to inspect and test the quality of the material object of the PO and to control and test
the correct execution of the services object of the PO, upon notice to the Supplier of this will, Supplier shall permit
Purchaser and its representatives (and shall obtain a similar right from eventual permitted sub-suppliers) reasonable
access to a) all locations where material is performed or in deposit, and b) all locations where services are executed.
(2) Material inspection and/or services controls shall be executed solely by the Purchaser’s personnel or by inspection
authorities expressly delegated by the Purchaser.
(3) If any inspection or test has to be made on the premises of Supplier or its sub-suppliers, the Supplier, without
additional charge for the Purchaser, shall provide all reasonable facilities and assistance for the safety and convenience
of the inspectors in the performance of their duties. Supplier will allow Purchaser’s representative or customer to
access to the facilities involved in performing the PO for the purposes of reviewing the status and progress of
production and witnessing any tests and inspections. Such access will not relieve Supplier from any of its obligations.

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(4) Final acceptance or rejection of the material and/or services shall be made as promptly as practical after delivery/
execution, except as otherwise provided in the PO. Failure to inspect and accept or reject material or failure to detect
defect by inspection shall neither relieve Supplier from responsibility for such material and/or services execution as are
not in accordance with the PO requirements.
(5) Any tests performed by the Purchaser or its customers, which do not meet the PO requirements, shall be retested
under the responsibility of the Supplier.
Art. 16 - WARRANTY
(1) Material. Supplier warrants that all the material provided pursuant to the PO, whether provided by Supplier or by
a direct or indirect supplier of Supplier: a) complies with all the characteristics, standards and specifications required
by the PO; b) is manufactured workmanlike according to the best rules and techniques, is free from all defects in
design, workmanship and material; c) is provided in strict accordance with the samples and drawings required by the
PO; d) is provided in accordance with the best working practices and/or with the latest techniques and technologies
known by the Supplier on the date of the execution of the PO; e) is free from any claims by third parties, including,
without limitation, title claims; f) is new and of merchantable quality, not used, not rebuilt or refurbished material
unless approved in writing by Purchaser; g) fits for the particular purpose for which it is intended.
(2) Services. Supplier warrants that all the services provided pursuant to the PO, whether provided by Supplier or by
a direct or indirect supplier of Supplier: a) comply with all the characteristics, standards, specifications and indications
required by the PO; b) are performed workmanlike according to the best techniques and rules, properly and free from
defects; c) are provided in strict accordance with the samples and drawings required by the PO; d) are provided in
accordance with the best working practices and/or with the latest techniques and technologies known by the Supplier
on the date of the execution of the PO.
(3) Material with defects. If, during the warranty period, any material is found to be defective in material,
workmanship or however not in compliance with the requirements as for paragraph (1) of the present article, then
Purchaser, at Supplier’s expense, may: a) require Supplier to inspect, remove and repair the nonconforming parts with
parts that conform to all the requirements of the PO; b) require Supplier to inspect, remove and replace the
nonconforming parts with parts that conform to all the requirements of the PO; c) reject and return to the Supplier
the defective material at Supplier’s expense; d) if not possible for Supplier to meet the schedules established in
compliance with points a) and b) of the present paragraph, and upon notice to Supplier, Purchaser shall take actions
as may be required to cure all defects and/or bring the material into conformity with all the requirements of the PO, in
which event all costs and expenses including material, rework hours, nonconformance documentation, handling costs
and charges, incurred by Purchaser shall be for Supplier's account; e) withhold total or partial payment, depending on
the specific situation.
(4) Services with defects. If, during the warranty period, any services are found to be defective and however not in
compliance with the requirements as for paragraph (2) of the present article, or not workmanlike, then, Purchaser,
upon notice to Supplier and at Supplier’s expense, may: a) require Supplier to re-perform the nonconforming or
defective services with services that conform to all the requirements of the PO; b) require Supplier to correct any
nonconformity or defect of the services; c) if not possible for Supplier to meet the schedules established by Purchaser
requirements, Purchaser shall take actions as may be required to cure all defects and bring the services into
conformity with all the requirements of the PO, in which event all costs and expenses including material, rework hours,

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nonconformance documentation, handling costs and charges, incurred by Purchaser shall be for Supplier's account; d)
withhold total or partial payment, depending on the specific situation.
(5) Duration. The warranty period lasts 18 months from the setting in operation date but not later than 24 months
from the delivery date/execution. New parts replacing damaged ones will have the same warranty period commencing
from the date of replacement.
(6) Place. The warranty shall be done “On-Site” at Supplier’s expense. Any eventual execution “Off-site” shall be
indicated in the PO depending on the nature of the work being conducted. Any part replaced or repaired under
warranty, if requested back by the Supplier, shall be returned at Supplier’s expense. In this last case, any eventual
subsequent re-installation costs of the material, technically done by the Purchaser, shall be charged to the Supplier.
(7) Any replacements, modifications or repairs made by the Supplier shall be performed within a set time to be
agreed by the parties in the PO or on a case-to-case base.
(8) The warranty covers any material and/or services supplied by Supplier or third parties related to Supplier.
(9) The warranty shall run to Purchaser, its successors, assigns, and the users of material and services covered by the
PO
(10) In case of String Test to be done to material, the eventual approval to the delivery made by the inspectors or the
test engineers of the Purchaser, or the eventual positive result of it or its eventual renounce, shall not be considered
as relieving the Supplier from the liability deriving from the warranty as for the present article.
including indemnification for any documented damage suffered by Purchaser in connection with this article.
Art. 17 - TERMINATION
(1) Termination for convenience. Purchaser shall have, in any time, the right to terminate the PO and shall notify
its decision to Supplier with an advance notice of 30 days. Upon termination, Purchaser and Supplier may negotiate
eventual termination expenses (hereinafter “Termination expenses”) necessarily incurred by the Supplier as a direct
consequence of the termination. Such expenses shall be reasonable, justified and documented and have to be
considered as the unique and final compensation due to Supplier for the early termination. From the moment of
Purchaser’s payment of the Termination expenses, title of the property of all the materials and/or services performed,
including manufactured items and items under fabrication and documentation, already prepared or under preparation,
shall be agreed by the Parties on a case-to-case base. While the above mentioned property remains physically on
Supplier’ premises, Supplier shall be directly responsible for its material conservation and handling.
(2) Termination for Supplier’s default. If Supplier fails to comply with any of the terms of the PO and of these
General Purchase Conditions (including supply of defective material and/or services, non compliance of material and/or
services with the indicated specifications, late delivery) the Purchaser may, by written notice of default, terminate the
whole or any part of the PO without any liability nor termination expenses, except for material and/or services
completed, delivered and accepted within a reasonable period after such termination. Supplier shall continue the
performance of the PO to the extent not terminated.
(3) Termination for Supplier’s bankruptcy or insolvency If any proceeding under the bankruptcy or insolvency
laws is brought against the Supplier then the Purchaser may, by written notice of default, terminate the whole or any
part of any PO without any liability or the payment of any termination expenses, except for material and/or services
completed, delivered and accepted within a reasonable period after termination.

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including indemnification for any eventual documented damage suffered by Purchaser in connection with this article.
Art. 18 - PRIVACY: TREATMENT OF PERSONAL DATA

The personal data the Supplier and the Purchaser give each other in connection with the execution of the Agreement
will be treated according to the following two types a) and b), however in compliance with the regulations under point
c).
a) Personal data supplied by the Purchaser to the Supplier
(1) Definitions. a) “Personal Data” means any information relevant to a physical person identified or being identified
(“Data Subject”); b) “Purchaser’s Personal Data” means: (i) Personal data supplied by the Purchaser to the Supplier;
(ii) Personal Data (independently of the source) that are processed out by the Supplier or for the Supplier’s account
(independently of the source) concerning the Purchaser’s personnel; c) Personal data “Processing ” means any
operation or set of operations performed on the personal data with automatic means or not, such as collection,
recording, change, recovery, access, consultation, use, disclosure by means of transmission, dissemination or other
means to make them available, alignment or combination, stop, cancellation or destruction.
(2) Use for contractual performances. The Purchaser’s personal data will be displayed and processed only as
required for the performance of the agreement or against Purchaser’s written instructions.
(3) Confidentiality. The Supplier agrees to keep the Purchaser’s personal data confidential and not to disclose them
to third parties without receiving Purchaser’s prior written approval. The Supplier’s personnel will process the
Purchaser’s personal data only as necessary for the performance of the Agreement and according to the orders
received for it.
(4) Measures taken by the Supplier. The Supplier undertakes to implement the technical and organization
measures required to assure the safety and confidentiality of the Purchaser’s personal data in order to avoid: (i)
casual, unauthorized or illegal modifications, destruction, alteration, or loss of the Purchaser’s personal data, (ii)
disclosure or access to the Purchaser’s personal data in a casual, unauthorized or illegal way, (iii) illegal processing
forms. The safety measures taken shall comply with the applicable regulation of data protection, and adapted to the
risks represented by the processing and nature of the Purchaser’s personal data which shall be processed, taking into
account the state of art and the cost of the implementation. The Supplier shall inform the Purchaser immediately in
case of a breach of this obligation of safety and confidentiality. The Supplier shall take all necessary measures to
assure the compliance of the obligations concerning the Purchaser’s Personal Data by its personnel.
(5) Compliance with the applicable laws. The Supplier shall comply with all the applicable laws and rules
concerning the protection of Personal Data under point c) of the present article. In particular, should the execution of
the Orders issued for the Agreement involve the collection of Personal Data by the Supplier directly from a Subject of
the data, the Supplier shall: communicate the Data Subject the information required by the applicable laws and rules;
allow the access by the Data Subject to the collected Personal Data concerning it; and, if need be, obtain the consent
of the Data Subject. Anyhow, the Supplier shall look for and get prior written authorization by the Purchaser as
concerns the extent of the Personal Data to be collected and the consent for the language to be used.
(6) Supplier’s non-compliances. Failure by the Supplier to comply with the obligations indicated in the present
article and concerning the Purchaser’s personal data and the personal data, will be considered as a substantial breach
of the Agreement.

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(7) Purchaser’s check. The Purchaser reserves the right to make at any moment, upon written notice, a check on
site of the compliance by the Supplier with the obligations concerning the Purchaser’s personal Data; even after the
Agreement term, the Supplier shall give access to all concerned equipment, structures and records in order to make
this check.
(8) Termination of the Agreement. At the end of the Agreement, for any reason, the Supplier shall stop any
processing of the Purchaser’s Personal Data, and shall return the Purchaser any copy and reproduction of these data.
These obligations remain valid even after the termination of the Agreement for any reason.
(9) Data outside EU. If during the execution of the Agreement, the personal Data are transferred from a member
state of the European Union (UE) to a jurisdiction outside the EU that will not have been declared as “suitable” for the
protection of personal data by the European Commission, the Party which learns about this situation shall inform the
other party and the Purchaser and the Supplier (or another Processor, if authorized by the Purchaser) shall stipulate
Standard Contractual Clauses for the Transfers from Controller to Processor (Annex A that the Supplier shall require to
the Purchaser).
b) Personal data given by the Supplier to the Purchaser.
(10) Supplier’s contact information. The Supplier agrees the Purchaser may use the “Contact Information” (as, for
instance, name, address, telephone number, e-mail address etc.) given by the Supplier (or its representatives) for the
purposes reasonably relevant to the performance of the Agreement, including, but not only, the Supplier’s
management and the payment management, and this contact information may be transferred and stored in a total
database located in Italy or in the USA, and kept by the Purchaser or one of its affiliates. The Supplier agrees to
comply with all that is required by the law (for instance, how to get the Data Subject’s consent, if need be) before
transferring to the Purchaser any Contact information or other Personal Data.
(11) The Contact Information will not be supplied to third parties outside the GE group.
(12) The Purchaser will take on the due measures to assure the Contact Information is kept in a safe way according to
the applicable laws concerning the data protection. The Purchaser is entitled to require the Supplier the specific
consent by all the people the Personal Data refer to.
c) Applicable laws
(13) The Purchaser and the Supplier declare all the personal data supplied by them mutually in connection with the
performance of the Agreement will be dealt with only for the purposes relevant to the performance of the Agreement
and in compliance with the following laws: Directive EU 95/46/EC and subsequent amendments, Italian Executive
Order 196/03 and subsequent amendments, that acknowledges the principles of the mentioned European Directive.
Art. 19 - ASSIGNMENT AND SUBCONTRACTING

(1) Without Purchaser’s prior written consent Supplier shall not be entitled to assign or transfer to any third parties
(including by change of ownership or control) the PO or any interest, right and obligation arising out of or related to
the PO. Any kind of transfer of the PO made by the Supplier in breach of the aforesaid condition shall be null and shall
determine the termination of the PO. In such event the Purchaser will have the faculty to suspend payments to the
Supplier and to ask for liquidated damages.
(2) Supplier and Purchaser may assign the PO to any affiliate, subsidiary or parent company (hereinafter “Affiliate”),
of financial wherewithal and with sufficient relevant experience and qualifications such that the performance of the PO
is not materially impacted.

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(3) In the case the Purchaser grants consent to Supplier assignment or if Supplier makes an assignment of the PO to
an Affiliate, such assignee shall be bound by the same terms and the same conditions as the PO. In this case, Supplier
shall obtain for Purchaser, unless advised to the contrary in writing, written acknowledgement by assignee to Supplier
of its commitment to act in a manner consistent with Purchaser’s integrity policies, and to submit to, from time to
time, on-site inspections or audits by Purchaser or Purchaser’s third party designee. Supplier shall remain directly
responsible to Purchaser for the correct execution of the work, jointly with the sub-contractor and in relation to any
eventual damages produced
(4) The Purchaser shall be entitled to transfer all or part of the PO to third parties by written notification to the
Supplier. In such case, unless otherwise agreed by and between the Parties, notwithstanding such transfer, the
Purchaser will continue in a subsidiary capacity to pay invoices regularly issued to the transferee by the Supplier
against exact and punctual fulfillment by the latter of the obligations arising from the PO and object of the
transfer.
(5) If during the execution of the work, Purchaser believes the assignee/sub-contractor appears unfit to execute the
work, Purchaser has the right to solicit in writing the Supplier to terminate the agreement assignment.
(6) Supplier’s credit assignment, special orders for collection and other forms of delegating payment are not allowed
without prior Purchaser’s written approval.
Art. 20 - FORCE MAJEURE

(1) Both Supplier’s and Purchaser’s obligations deriving from the PO and from these General Purchase Conditions shall
be considered suspended in the event of occurrence of events of force majeure. This suspension will be effective for
the entire duration thereof.
(2) “Force Majeure” means any enforceable events and any events beyond the control of both Parties preventing
either one or both Parties from fulfilling their obligations (e.g., natural disasters, National Trade Strikes, lock-outs,
wars, hostilities, riots, embargoes, nuclear risks).
(3) The Party invoking the force majeure shall notify in writing the other Party of its intention within 7 days from the
beginning of the event, and shall confirm within 15 days by evidencing documentation certified by the competent
authorities. Within 7 days from the end of the force majeure period, the same Party shall notify to the other Party the
termination of the event.
(4) The Party prevented from performing its obligations by occurrence of the aforementioned events shall give the
other party maximum collaboration to reduce the consequent damage it will bear. The Parties are obliged to make all
reasonable actions necessary to avoid or minimize the consequences of the Force Majeure.
(5) If the event protracts for a period of time exceeding 2 months, Purchaser reserves the right to terminate the PO,
without anything being due to the Supplier and with the undertaking on the part of Supplier of returning whatever may
have been already paid, if the Purchaser decides to render to the Supplier the corresponding material already
delivered.
Art. 21 - NOTICES, CORRESPONDENCE AND COMMUNICATIONS BETWEEN PARTIES

(1) Notices and other communications between the Parties shall occur in Italian or English. They shall be deemed valid
if transmitted in writing to the other Party in any of the following means: delivered in person, delivered by registered
or certified mail (return receipt requested), e-mails, overnight carrier and/or faxes, at the address indicated in the PO.
(2) In all such cases a properly signature is required by a duly authorized representative, except for the e-mail.

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(3) All commercial correspondence shall bear the Purchaser Order number and shall be addressed to the ordering
department as indicated in the PO, with the exception of invoices/payment documents.
Art. 22 - COMPLIANCE WITH LAWS AND PURCHASER’ PROCEDURES

(1) General. Supplier represents, warrants and certifies that it will respect and comply with all the applicable laws
and regulations in force during the execution of any PO, included any legislative acts issued by the European
Community (such as directives, regulations and ordinances) and all the national and local laws issued in the country of
intermediate and/or final delivery of material or where the services shall be executed, to the extent applicable to the
materials and services ordered by the Purchaser. Supplier’s compliance with the above mentioned laws shall be at
Supplier’s expenses and under Supplier’s responsibility.
(2) Environment, Health & Safety (EHS). Supplier shall comply with all regulations governing safe and healthy
workplace, environmental quality, occupational safety and health, packaging, marking, shipping and documentation of
hazardous materials. In addition Supplier shall comply with all Purchaser’s specific procedures related to the above
mentioned issues. Audits. Supplier shall be subject to periodic audits, both at its head offices and on open sites, at
Purchaser’s facilities in order to verify consistent compliance with regulations and Purchaser’s specific EHS procedures
(in particular, but not exclusively, those concerning: check of dangerous energies (LOTO), work at a height exceeding
1.2 m, safety of contracting firms, lifting operations etc.). Conservation of qualified Supplier’s status will depend also
upon the results of the mentioned periodic audits. In case of ascertained breaches of law regulations or inner
procedures of Purchaser by the Supplier’s personnel, the Purchaser reserves the right to request the dismissal of the
Supplier’s employees (or Supplier’s sub-contractors) responsible for these breaches, with time limit or with no time
limit. The Purchaser reserves also the right to apply the Supplier economic sanctions equivalent to the sanctions set
forth by the regulations in force for ascertained breaches. Further to the received written objections the supplier may
give explanations and/or justifications within 15 working days, then the sanction will be applied.
Services at Purchaser’s/Client’s facilities. Suppliers required to provide services at Purchaser’s facility or at a
Purchaser’s customer job site shall submit, at Purchaser request and before the activity begins, a safety plan when
engaged in high risk operations, even if this is not required by regulations. Supplier shall designate a representative
with sufficient experience and empowerment to direct Supplier’s employees and to guarantee the safety of the activity
to be performed. Site specific information shall be provided by Purchaser according to the specific activity performed
by Supplier. Supplier’s personnel will be equipped by the Supplier with all the equipment necessary to perform the
activity. The use of Purchaser’s equipment is not allowed, unless specifically agreed by the Parties in writing. In case of
services performed at the facilities of the Purchaser’s customer, all of the EHS Customer’s requirements are intended
to be transferred to Supplier. Supplier shall provide insurance coverage for all Supplier’s employees on the premises
covering all work-related injuries/illnesses. Notifications to Purchaser. Any EHS related event connected to the
activity the Supplier performs at a Purchaser facility or at a Purchaser’s customer job site or connected with the
material provided by the Supplier shall be reported to Purchaser.
(3) Material chemical substances. Supplier warrants that each chemical substance contained in material sold or
otherwise transferred to Purchaser is on the list of chemical substances compiled and published by the European
Inventory of Existing Commercial Chemical Substances (EINECS) with subsequent amendments (and relevant
standards and regulations hereunder), or any other equivalent lists locally applicable in the place where material will

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be shipped. Material sold or transferred to Purchaser shall not include arsenic, asbestos, PCB (polychlorobiphenyls),
PCT (polychloro triphenils) or chemicals restricted under the Montreal Protocol. Any chemical substance or product,
supplied, used, sent or in any other way brought inside Purchaser’s or Purchaser’s Customer’s premises will have to be
accompanied by a “Material Safely Cards ” (MSDS) according to EU Directive 2001/58/EC., which will be previously
supplied to the Purchaser. Purchaser reserves the right to deny allowance of introduction of chemical
substances/products upon its own judgment. Supplier represents that material complies with new European Union
directives, Global Approach Directives and Harmonized Standards, including any related national and local law. .
(4) CE Marking. Supplier represents, warrants and certifies that all the material indicated in the PO will comply with
EU product safety related Directives including, but not limited to, one or more of the following directives, if applicable:
a) Machine Directive (98/37/CE and subsequent amendments - in this connection Supplier shall send a statement of
compliance, testifying material compliance, to be inserted in the certification dossier along with manual of instruction
and maintenance-; b) Low Voltage Directive (93/68/CE and subsequent amendments); c) Atex 1 Directive (94/09/CE
and subsequent amendments) and Atex II Directive (99/92/CE and subsequent amendments); d) Pressure Equipment
Directive (97/23/CE and subsequent amendments); e) Electromagnetic Compatibility Directive (89/336/CE and
subsequent amendments); f) 2002/96/EC Directive (WEEE) on waste from electric and electronic equipment; g)
2002/95/EC Directive (ROHS) on the restriction in the use of some hazardous substances. .
(5) Export-Control. Supplier shall comply with all the applicable Export-Control laws and regulations and in
particular, but not exclusively, those of the US Government. The Supplier shall indemnify and hold harmless the
Purchaser for all claims, demands, damages, costs, fines, penalties, attorney’s fees and all other expenses arising from
Supplier’s failure to comply with all the applicable Export-Control laws and regulations.
(6) GE Integrity policies. Supplier shall act in a manner consistent with Purchaser’s “GE Integrity policies”, a copy of
which has been provided to Supplier. In the execution of its obligations under the PO, Supplier: a) shall comply with all
the laws concerning improper or illegal payments and/or gifts or gratuities; b) agrees not to pay, promise to pay or
authorize the payment of any money or anything of value, directly or indirectly, to any person for the purpose of
illegally inducing a decision or obtaining or retaining business in connection with the PO; c) shall take the necessary
precautions to prevent any injury to Purchaser’s personnel and any damage of Purchaser’s material. Supplier shall also
comply with material industry practices, including the exercise of that degree of skill, diligence, prudence and foresight
which can reasonably be expected from a competent Supplier who is engaged in the same type of manufacture under
similar circumstances in a manner consistent with all applicable requirements and with all applicable generally
recognized international standards.
(7) Supplier’s personnel employed for the execution of the PO. The Supplier states under its responsibility to
comply with any law regulations relevant to its employees, and in particular to comply with any social security,
insurance and safety regulations, as well as to apply the laws in force as concerns pays and working hours, with a
particular attention to overtime which shall be paid, if it is worked, according to law and to agreement. To this
purpose, Supplier is willing to produce, upon Purchaser’s request, any certificate, including the certifications of regular
contribution payments, in order to document what is stated above. The Supplier states also the employees are
assigned as indicated to the Purchaser on a form, and the provisions governing this case in point are strictly complied
with. In particular, the Supplier warrants that during the performance of the PO: a) it will not use personnel in
violation of any applicable minimum working age law; b) it will not use prisoners or people subject to hard labour; c) it
will comply with all the immigration laws of all jurisdictions in which its employees perform work; d) it will comply with
all applicable employment laws; d) no member of its personnel is or was a criminal in any Country worldwide. The

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personnel of the Supplier shall never be considered employees or agents of the Purchaser nor shall be entitled to
participate in any benefits or privileges given by the Purchaser to its employees. Supplier shall, on its own account,
keep the Purchaser free and harmless from any and all claims by Supplier’s personnel or others made in connection
with work performed under the PO. The Supplier acknowledges and agrees that it is solely responsible for procuring
and maintaining all necessary permits and required documents valid, in connection with the performance of the PO,
including, without limitation, all necessary visas and passport for its employees. The Supplier shall obtain all such
permits, licenses, visas and documents in a timely manner to avoid any unnecessary delay. Supplier shall act in
compliance with all the applicable insurance, social security and accident prevention laws in force during the PO in the
place where the same will be executed (see article 14 for insurance). In case of any non-compliance with any of the
above mentioned points, the Purchaser shall have the right to terminate the PO without further compensation.
(8) Notification of irregularities. Any irregularities noted by the Supplier during the fulfillment of any PO shall be
reported to the Purchaser in compliance with the Purchaser’s procedure QA-C-10001. Supplier’s failure to comply with
the aforementioned procedure may constitute grounds for rejecting the supply.
Art. 23 - CHANGES AND REVISIONS

(1) Modification to the PO. The Purchaser has the right, at any time, to make changes to any part of the PO in any
one or more of the following: a) drawings, designs or specifications where the material and/or services to be
furnished/executed are to be specially manufactured/executed for Purchaser; b) methods of shipment or packing of
material; c) place and time of delivery; d) quantity of material and/or services supplied; e) quality of material/ and/or
services supplied; f) characteristics of the services. Such changes shall be notified to the Supplier and shall be in
writing in a specific document (“Order Modification”). If changes made by the Purchaser to the PO cause an increase or
decrease in the cost of the performance or in the time required for Supplier’s performance, an equitable adjustment in
the price or in the delivery schedule, or both, can be agreed by the Parties in writing. Such equitable adjustment shall
include only documented costs necessarily incurred by the Supplier as a direct result of the change/s. Any Supplier’s
claim for adjustment shall be expressed within 10 (ten) working days from Supplier’s receipt of the change
notification. The request for an adjustment, if any, made by the Supplier, after agreement with the Purchaser, in order
to be juridically effective, shall be made official in the Order Change which will be issued by the Purchaser. The
changes required by the Supplier beyond above 10 (ten) days will not be taken into account, will be considered as
requests for adjustment waived by the Supplier, and, consequently, will not be made official.
(2) Modification to these General Purchase Conditions. Any change to these General Purchase Conditions shall
be made in writing and the resulting document shall be properly signed by authorized representatives of both Parties.
For the appropriate document to use see paragraph (4) of article 2.
(3) Revision of the technical documentation referred to in the PO. In case of a revision by the Purchaser, of the
technical documentation referred to in the PO, if the Supplier, after examining the documentation which has been
notified to it by e-mail containing a suitable alert or has been made available for it in applications by the Purchaser,
deems that the changes made have an economic impact on it and/or the delivery terms, the Supplier will notify the
Purchaser, by e-mail, that in its opinion there are the conditions for economic and/or delivery changes. The Supplier
will have 5 (five) working days starting from the date when e-mail with above alert was sent or the date when the
documentation was made available in the applications (according to the cases), to inform the Purchaser of the
economic and/or delivery term impact, if any, it deems probable to be subject to as a direct consequence of such
revision. After above 5 (five) working days without the Supplier making any notices, the latest revision of the

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documentation will be considered implicitly accepted by the Supplier. Should the Supplier communicate impacts, if
any, incurred by it, in above 5 working days, the Supplier, within 5 (five) working days starting from this
communication, shall make a new offer. Then, this offer shall be discussed and agreed with the Purchaser in order to
evaluate its suitability/advantage. If, after the discussion, the Parties reach an agreement as concerns the new
amounts and/or delivery terms, what was agreed shall be made official by the Purchaser in the Order Change it will
issue and which will be intended as executed only after acceptance by the Supplier by sending the Order Confirmation
duly signed. Should an agreement not be reached within the times for the Order completion, the Supplier will be
obliged to go on with the supply performance according to the clauses of the PO already in force. After the execution
of the latest revision, the Supplier will be obliged to perform the supply in compliance with the indications therein.
Art. 24 - BLANKET ORDER (IF ANY)

(1) In the event Purchaser and Supplier decide to enter the Blanket Order, such order shall be disciplined in the PO.
The discipline not specified in the PO shall be considered integrated by these General Purchase Conditions, under the
article heading “Blanket Order”.
(2) The Supplier shall perform each release in compliance with the provisions of the PO and of these General Purchase
Conditions as indicated under paragraph (1) of the present article.
Art. 25 - DISPUTE RESOLUTION

(1) Italian Suppliers. In the event of a dispute arising out of, or in connection with, the contract, including any
question concerning its existence, validity or termination, the Parties shall first seek settlement of that dispute by
mediation in accordance with the Mediation Procedure administered by the Chamber of Commerce of Florence (Italy),
which Procedure is deemed to be incorporated by reference into this clause. If the dispute is not settled by mediation
within 90 days of the appointment of the mediator, or such further period as the Parties shall agree in writing, then
the dispute shall be finally resolved by the Tribunal of Florence (Italy), to be considered the sole and exclusive Court
having jurisdiction with regard to the above mentioned dispute.
(2) Non Italian Suppliers. In the event of a dispute arising out of, or in connection with, the contract, including any
question concerning its existence, validity or termination, the Parties shall first seek settlement of that dispute by
mediation in accordance with the LCIA (London Court of International Arbitration) Mediation Procedure, which
Procedure is deemed to be incorporated by reference into this clause. If the dispute is not settled by mediation within
90 days of the appointment of the mediator, or such further period as the Parties shall agree in writing, then the
dispute shall be resolved by arbitration under the LCIA (London Court of International Arbitration) Rules, which Rules
are deemed to be incorporated by reference into this clause. The number of arbitrators shall be one. and the seat of
arbitration shall be Florence (Italy).
Art. 26 - GOVERNING AND APPLICABLE LAW

The Agreement shall be governed by, construed, and interpreted in accordance with the laws of Italy. The Parties
exclude expressly the application of the Vienna Convention on contracts for the international sale of property.
______________________________________________________________________________________________

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g Nuovo Pignone S.p.A. - GE Energy Oil & Gas Form ARGE 298/2 (Rev.

“GENERAL PURCHASE CONDITIONS”

Nuovo Pignone S.p.A. proprietary information – All rights reserved worldwide 1

Art. 1 - ACCEPTANCE OF TERMS

Nuovo Pignone S.p.A. proprietary information – All rights reserved worldwide 2

Art. 2 - ENTIRE AGREEMENT AND ORDER OF DOCUMENTS

Nuovo Pignone S.p.A. proprietary information – All rights reserved worldwide 3

Art. 3 – ACCEPTANCE OF THE PO AND OF THE STANDARD CLAUSES

Art. 4 – DELIVERY TERMS OF MATERIAL, TRANSPORTATION OF MATERIAL, PASSAGE OF TITLE

Nuovo Pignone S.p.A. proprietary information – All rights reserved worldwide 4

Nuovo Pignone S.p.A. proprietary information – All rights reserved worldwide 5

Art. 5 - CONFIDENTIALITY OF INFORMATION AND INTELLECTUAL PROPERTY RIGHTS

Nuovo Pignone S.p.A. proprietary information – All rights reserved worldwide 6

Nuovo Pignone S.p.A. proprietary information – All rights reserved worldwide 7

Art. 6 - PURCHASER’S PROPERTY GOODS

Art. 8 - PACKING, PRESERVATION AND MARKING OF MATERIAL

Nuovo Pignone S.p.A. proprietary information – All rights reserved worldwide 8

Art. 9 - DOCUMENTATIONS AND CERTIFICATIONS

Art. 10 - PAYMENT AND RELATED DOCUMENTS

Nuovo Pignone S.p.A. proprietary information – All rights reserved worldwide 9

Art. 11 - LATE DELIVERY

Nuovo Pignone S.p.A. proprietary information – All rights reserved worldwide 10

Art. 13 - RIGHTS WAIVER

Art. 14 - INDEMNITY AND INSURANCES

Nuovo Pignone S.p.A. proprietary information – All rights reserved worldwide 11

Art. 15 - PLANT ACCESS, MATERIAL INSPECTIONS AND SERVICES CONTROLS

Nuovo Pignone S.p.A. proprietary information – All rights reserved worldwide 12

Nuovo Pignone S.p.A. proprietary information – All rights reserved worldwide 13

Nuovo Pignone S.p.A. proprietary information – All rights reserved worldwide 14

Art. 18 - PRIVACY: TREATMENT OF PERSONAL DATA

Nuovo Pignone S.p.A. proprietary information – All rights reserved worldwide 15

Art. 19 - ASSIGNMENT AND SUBCONTRACTING

Nuovo Pignone S.p.A. proprietary information – All rights reserved worldwide 16

Art. 20 - FORCE MAJEURE

Art. 21 - NOTICES, CORRESPONDENCE AND COMMUNICATIONS BETWEEN PARTIES

Nuovo Pignone S.p.A. proprietary information – All rights reserved worldwide 17

Art. 22 - COMPLIANCE WITH LAWS AND PURCHASER’ PROCEDURES

Nuovo Pignone S.p.A. proprietary information – All rights reserved worldwide 18

Nuovo Pignone S.p.A. proprietary information – All rights reserved worldwide 19

Art. 23 - CHANGES AND REVISIONS

Nuovo Pignone S.p.A. proprietary information – All rights reserved worldwide 20

Art. 24 - BLANKET ORDER (IF ANY)

Art. 25 - DISPUTE RESOLUTION

Art. 26 - GOVERNING AND APPLICABLE LAW

Nuovo Pignone S.p.A. proprietary information – All rights reserved worldwide 21

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