Borrador

PURCHASE ORDER
Number Rev. Page Date

4500446931 0 1/21 05.05.2023
177536-THE LINCOLN ELECTRIC COMPANY
340359955 | IE:
TECHINT COMPAÑIA TECNICA INTERNACIONAL S.A.C.I. ST. CLAIR AVENUE CLEVELAND, 22801
CLEVELAND , (44117) Ohio, USA
Phone: 2164818100
Hipólito Bouchard 557 Contact:
C1106ABG Cdad. Autónoma de Buenos Aires - Argentina Sandy_Dixon@lincolnelectric.com
Phone: 4018-4100
Currency: USD Delivery condition: See details in the notes

Total value: 629.316,50 Payment term: See details in the notes
It. Material Description MU QTY Unit Price Total

10 WSSID40L0030C3 Smawe8010-p1c3sch i4mm KG 9.000 9,30 83.700,00
SMAW Process AWS Class: E8010-P1; AWS Spec 5.5 Lot C3 Schedule I Diámetro 4mm
NOTE OF ITEM (A)

Scope:
Consumables Materials
EXW Condition Cleveland, Ohio.
Materials must be packed in a condition for international pick-up and shipment. Supplier stresses that the materials are not considered
hazardous materials for international transit.
Info record PO text

Marca Comercial: Lincoln Pipeliner 8P+
Delivery date: 23.06.2023 Quantity: 9.000,000 KG
Delivery Address:
Ohio - USA
20 WSSID32L0030C3 Smawe8010-p1c3sch i3,2mm KG 400 9,60 3.840,00

SMAW Process AWS Class: E8010-P1; AWS Spec 5.5 Lot C3 Schedule I Diámetro 3,2mm
Info record PO text

Marca Comercial: Lincoln Pipeliner 8P+
Delivery date: 23.06.2023 Quantity: 400,000 KG
Delivery Address:
Ohio - USA
30 WSSFD50L0011C3 Smawe9010-gc3sch f5mm KG 4.200 8,88 37.296,00

SMAW Process AWS Class: E9010-G; AWS Spec 5.5, Cert 2.2 Lot C3 Schedule F Diám. 5mm
Info record PO text

Marca Comercial: Lincoln Shield Arc 90
Delivery Address:
Ohio - USA
40 WSSFD40L0011C3 Smawe9010-gc3sch f4mm KG 500 8,95 4.475,00

SMAW Process AWS Class: E9010-G; AWS Spec 5.5, Cert 2.2 Lot C3 Schedule F Diám. 4mm
Info record PO text
Purchaser: Martin Barboza Mail: mbarboza@wisdery.com.uy

Phone: 99999999999 Project: AOD3-PROY. DUPLICAR E1A
TECHINT COMPAÑIA TECNICA INTERNACIONAL S.A.C.I. PURCHASE ORDER
Hipólito Bouchard 557 Number Rev. Page Date
C1106ABG Cdad. Autónoma de Buenos Aires - Argentina
4500446931 0 2/21 05.05.2023
It. Material Description MU QTY Unit Price Total

Marca Comercial: Lincoln Shield Arc 90
Delivery Address:
Ohio - USA
50 WFSID20L1001T4 Fcawaws e81t8-gt4sch i2mm KG 20.600 16,43 338.458,00

FCAW Process AWS Class E81T8-G; AWS Spec 5.29 Lot T4 Schedule I Diámetro 2mm
Info record PO text

Marca Comercial: Lincoln Pipeliner NR208XP
Delivery Address:
Ohio - USA
60 WSSFD24L0010C3 Smawe9018-mh4rc3sch f2,4mm KG 350 8,63 3.020,50

SMAW Process AWS Class E9018-MH4R; AWS Spec 5.5, Cert 2.2 Lot C3 Schedule F Diám. 2,4mm
Info record PO text

Marca Comercial: licnoln Excalibur 9018M-MR. 10 lb (4.5 kg) Lata Abre-Fácil
Delivery Address:
Ohio - USA
70 WSSFD32L0010C3 Smawe9018-mh4rc3sch f3,2mm KG 350 9,12 3.192,00

SMAW Process AWS Class E9018-MH4R; AWS Spec 5.5, Cert 2.2 Lot C3 Schedule F Diám. 3,2mm
Info record PO text

Delivery Address:
Ohio - USA
80 WASFD32L0006S3 Sawaws class ea3ks3sch f3,2mm KG 8.500 7,21 61.285,00

SAW process SAW Wire; AWS class EA3K; AWS spec 5.23 Lot S3 Schedule F Diámetro 3,2mm
Info record PO text

Delivery Address:
Ohio - USA
90 WASF00000007F2 Sawf9a6-ea3k-a3f2sch fna KG 28.500 3,30 94.050,00

SAW process SAW Flux, basic, neutral, F9A6-EA3K-A3-H8); AWS class 5.23 Lot F2 Schedule F NA
Info record PO text

Delivery Address:
Ohio - USA
Total: 629.316,50
Value: Six hundred twenty-nine thousand three hundred sixteen us dollar and fifty cents
4500446931 0 3/21 05.05.2023
PAYMENTS & GUARANTEES SUMMARY

+---------------------------------------------------------------------------------------------------+
: INVOICING SCHEDULE :
: :
: NR. FRACTION EVENT TYPE OF EVENT :
: 01 100.00% DELIVERY ON CONTRACT CONDITION AFTER DELIVERY :
+---------------------------------------------------------------------------------------------------+
: GUARANTEES TO BE ISSUED BY SUPPLIER :
: :
: NR. CURRCY VALUE INSTRUMENT ISSUE ON VALIDITY :
: 01 USD ---------------------- NO WARRANTY REQUIRED --------- --------- :
+---------------------------------------------------------------------------------------------------+
: PERFORMANCE BOND :
: :
: NR. CURRCY VALUE INSTRUMENT ISSUE ON VALIDITY :
: 16 USD ---------------------- NO WARRANTY REQUIRED --------- --------- :
+---------------------------------------------------------------------------------------------------+
NOTES
1. Intervening Parties
TECHINT COMPAÑIA TECNICA INTERNACIONAL S.A.C.I. with address at Hipólito Bouchard 557 C1106ABG Cdad. Autónoma de
Buenos Aires - Argentina and THE LINCOLN ELECTRIC COMPANY. with address at St. Clair Avenue Cleveland, 22801 Cleveland,
(44117) Ohio, USA, hereinafter the Supplier.
2. Scope
The BUYER is pleased to award to the SUPPLIER this PURCHASE ORDER N° 4500446931 , hereinafter PO, for Consumable materials
considering the terms and conditions set forth below.
3. Validity and effectiveness of the Purchase Order the validity and effectiveness of this PO is subject to the satisfaction of each of the
following conditions:
A. TECHINT COMPAÑIA TECNICA INTERNACIONAL S.A.C.I. formally approves The Lincoln Electric Company. for the supply of
consumables.
B. Advance payment 100% prior to shipment against material for shipment
C. Subject to SIRA approval and MULC access according to law in the Republic of Argentina.
D. the notice to proceed Issued by TECHINT Within the detailed validity period ("Validity Period")
Provided that Techint SACI issues the Notice to Proceed (NTP). Notwithstanding anything to the contrary contained in this Subjet-To, the
decision to definitively approve the SUPPLIER shall be at the sole discretion of Techint SACI. and the F.. SUPPLIER shall have no right,
claim, demand or action whatsoever. Only with the Notice to Proceed (NTP) will the Supplier proceed with the delivery.
Notice of Procedure Supplier will deliver on EXW conditions, Delivery with a maximum of 8 weeks subject to factory confirmation.
Lincoln will inform the buyer of availability for collection within 48 hours after receiving the present Subjet- To the supplier.
The SUPPLIER acknowledges and understands that the proposal submitted to Techint SACI. constituted an integral and essential part of
its proposal to the CUSTOMER. Therefore, and provided that TECHINT issues the Notice to Proceed J. within the Validity Period, the
SUPPLIER acknowledges that failure to comply with the terms of its proposal will cause irreparable damage to the BUYER and/or its
affiliates, and therefore the SUPPLIER shall be liable for any claims, demands, damages, expenses or penalties in relation to such
non-compliance.
Techint SACI will issue the Supplier NTP for the purchase of the new, unused equipment, as per description and quantities indicated,
according to Bidding Point 4811664 detailed in item 2 and on the terms and conditions set forth below:
4. Application Documents
Terms and Conditions specified in this Purchase Order
(Will be sent once the Project is awarded to the buyer) the following Annexes.
I. Purchase Order 4500446931
II. FR-WI-PRO-101-02 R06
III. FR-WI-PRO-101-10 R03
IV. FR-WI-PRO-101-20 R03
V. FR-WI-PRO-101-04 R02
It is hereby established that the provisions of this PO shall be applicable in all points that do not contradict the laws in force in the Republic
of Argentina, which shall be observed in its commercial, tax, civil and labor legislation. The laws in force in the Republic of Argentina shall
prevail over the contracting conditions indicated.
4500446931 0 4/21 05.05.2023
The order of priority, in case of possible discrepancies, is as indicated above.
5. Advance payment 100% prior to shipment against material for shipment.

according to the following Application Documents:
Commercial invoice for the value of the Milestone.
Notification of enlisted materials with date and photos.
Materials Inspection Approval.
Packing List.
Certificate of origin.
The goods supplied shall be paid by BANK TRANSFER.
1.2. The above will be applicable only when the invoice submitted by the SUPPLIER is not objected by the BUYER. In the event that the
BUYER makes payments to the SUPPLIER in excess of what is established in the Subjet-To, such payments shall be reimbursed to the
BUYER in the same currency in which such payment was made, by bank transfer, within SEVEN (7) RUNNING days after the BUYER
informs the SUPPLIER of this situation. This reimbursement shall be considered an enforceable debt and subject to the addition of
financial charges for late payment.
6. Price All prices are firm, fixed, not subject to escalation or adjustment due to currency variation or any other type of modification for the
period of execution of this Purchase Order. Prices are expressed in U.S. DOLLARS, exclusive of VAT. Agreed unit prices, options and
discounts shall be considered firm for modifications to this Purchase Order.
7. Condition of Delivery All Equipment described in item 2 will be delivered by the Supplier in EXW ST. CLAIR AVENUE CLEVELAND,
22801 CLEVELAND, (44117) Ohio, USA
8. Labor Liability
The Contractor, as the person responsible for the personnel it employs in connection with the Services under this Contract, shall be the
sole employer and shall be solely responsible for the obligations arising from the legal provisions and other regulations relating to Labor
and Social Security.
The Contractor shall be liable for all claims made by its employees against Techint SACI. and/or the Client in connection with the Services,
and the Contractor shall be obliged to indemnify Techint SACI and/or the Client at all times.
9. Supplies or Services provided by Techint SACI

The value of any supply or service made by Techint SACI in favor of the Supplier even though such supply or service constitutes an
obligation of the Supplier, shall be invoiced and charged by Techint SACI to the Supplier
10. Default
Default in the Performance of the Agreed Obligations shall be caused by the expiration of the terms established or by the omission or
performance of any act or fact that results directly or indirectly in doing or not doing something contrary to what has been stipulated and
without the need for any judicial or extrajudicial interpellation of any kind.
11. Inspection, Approval and Rejection of Materials and Works

As indicated in the Particular Inspection Instructions and in the General Conditions of Contract.
12. Techincal Warranty

standard Lincoln warranty applies
13. Origin of Goods Supplied.

United States, year 2023 New Unused.
14. Audit expenses.

In the event of verifying, through our audit, abnormalities in your invoicing and/or rendering of your services, a bonus equivalent to the
administrative cost incurred by the control work will be included in the debit note, without prejudice to withhold and compensate from such
invoices the economic value assigned to the contracted anomalies.
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General / Special Conditions of Purchasing

FR-WI-PRO-101-10 R03
1. Acceptance of the Purchase Order

Unless expressly rejected by the Supplier, the acceptance of the Purchase Order shall automatically occur after 48 business hours from
the delivery of this Purchase Order by the Purchaser.
2. Assignment
2.1 Notwithstanding the prohibition to assign the Purchase Order by the Supplier, the Supplier shall be entitled to assign the invoices
validly issued in accordance with the mechanism set forth in the Purchase Order. Such assignment shall only be made to financial entities,
duly authorized to operate under the terms of Law N° 21,526, as established in AFIP General Resolution N° 1547/2003 (or those that
subsequently replace it) and by means of notarial notification
addressed to the Purchaser at the place of payment with a minimum of ten (10) days prior to the date on which payment must be made.
2.2 Any accepted assignment shall be made under the following terms:
"The undersigned is hereby notified of the instrument transcribed above stating that he is unaware of the existence, amount and
enforceability of the credit assigned or granted in pledge and that the assigned reserves, in the event of such credit, the right to offset the
amount that ultimately results demandable with the debit balances or in judicial or extrajudicial process that it has against the assignor
without prejudice to the right to claim withholding or rejecting of the payment of the credit or right assigned or granted in pledge, due to
total or partial breaches of the obligations of the assignor or defects that reduce the value of the benefits, delays, fines or other
circumstances that affect the conditions or specifications agreed in orders or contracts and that arise from quality controls or other
verifications carried out. Likewise, he states that the assignment ratifies the agreed payment address, not accepting modifications to it."
3. Conditions Precedent to Payment

As a condition precedent to receive payments the Supplier must previously send the bank transfer authorization form (hereinafter, the
"TEP Form") duly signed by the Supplier's representative and certified by the bank involved.
The original TEP Form must be received at:
Hipólito Bouchard 557 Piso 15
C1106ABG C.A.B.A.
Atención: Maestro de Proveedores
4. Mandatory Labor Risk Insurance Requirements (ART)

The Supplier shall comply and cause and require its contractors and/or subcontractors to comply with Law N° 24,557 on mandatory labor
risk insurance, with the burden to prove to the Purchaser the payment of the corresponding insurance rates by it, its contractors and/or
subcontractors. The Supplier shall also certify and keep valid and in force said labor risk insurances during the term of the Purchase
Order, to the Purchaser's satisfaction, which shall cover all the personnel affected to the Purchase Order. In addition, the Supplier
undertakes to make all the applicable payments to the insurance company (A.R.T.) in accordance with the provisions of the Law N°
25,013. In the case of "monotributistas", personal accident insurance applies. The policies of A.R.T. must include a waiver of subrogation
against the Purchaser.
5. Pre-contractual Liability
The acceptance of the Purchase Order by the Supplier implies its irrevocable waiver and full discharge of claiming the provisions of
articles 991 to 996 and related articles of the National Civil and Commercial Code.
6. Applicable Law
The Purchase Order shall be governed and construed according to the laws of the Argentine Republic, excluding its rules of conflict of
laws.
7. Dispute Resolution
The venue of the arbitration shall be the Autonomous City of Buenos Aires and the language shall be Spanish.
GENERAL PURCHASING CONDITIONS - GPC

General Purchasing Conditions of Goods Code FR-WI-PRO-101-02 R06
1. Definitions
"Affiliates" means, of any specified person, any other person directly or indirectly controlling or controlled by or under direct or indirect
common control with such specified person. For the purposes of this definition, "control" when used with respect to any specified person
means the power to direct the management and policies of such person directly or indirectly, through the ownership of voting securities or
4500446931 0 6/21 05.05.2023
the right to elect the majority of the members of the board of directors of such person; and the terms "controlling" and "controlled" have
meanings correlative to the foregoing.
"Authority" means, with respect to any country, public, administrative, tax, customs, regional, municipal, judicial, foreign trade or any other
authorities and any person under public law, armed forces, police and/or security, fiscal institutions, autonomous administration,
professional bodies or associations, organizations, superintendencies, agencies, offices, committees, that have jurisdiction over one or
both Parties, the Project, the Site, the Purchase Order or the Goods.
"Technical Scope" means any statement or expression contained in any document, drawing, specification, or standard that is part of or
referenced in the Purchase Order that describes the features of the Goods, as the same may be varied from time to time by change
orders.
"Goods" means the products or services to be provided by Supplier according to this Purchase Order which may consist of designs,
documents, materials, equipment, services, works and any part or component incorporated therein.
"Owner" means Purchaser’s client as ultimate user of the Goods.
"Purchaser" means the legal entity that issues the Purchase Order, whether acting on its own behalf or on behalf of Owner or whoever is
indicated. To the extent that Purchaser is not the beneficiary, user and/or final recipient of the Goods, either in whole or in part, all rights
and actions granted to Purchaser under the Purchase Order, may be exercised by Owner, who is the final beneficiary and for whom the
Good is being purchased.
"Special Purchasing Conditions" means the complementary document to these General Purchasing Conditions that contains specific
regulations of the country where the Project is located.
"Special Project Conditions" means the complementary document to these General Purchasing Conditions that contains all the obligations
and specific requirements of the applicable Project.
"General Purchasing Conditions" means these General Purchasing Conditions.
"Main Contract" means the contract executed between Purchaser and Owner, in relation with the Project.
"Effective Date" means the date of the acceptance of this Purchase Order by Supplier according to Section 3 herein.
"Force Majeure" means any act, event, cause, or occurrence that is unforeseeable and impossible to resist, that prevents a Party from
complying with its obligations, that is not within its reasonable control, and that has not been caused by the negligence or error of the
aforementioned Party, in addition to any other requirement arising from the Applicable Law.
"Supplier Group" means Supplier, together with all of its Affiliates, Subcontractors and their respective directors, officers, employees,
partners, agents and representatives, and the successors and assigns of each of the foregoing.
"Applicable Law" means any law, regulation, statute, code, rule, order, permit, policy, license, certification, decree, standard or
interpretation imposed by any Authority and applicable to the Purchase Order, to the Parties, including, without limitation, those of the
country where the Goods are manufactured, assembled, traded, transported, delivered, used, stored, and/or installed.
"Document List" means the list that Supplier must submit for Purchaser's approval and which must show all documents, plans and designs
to be prepared and issued by Supplier in accordance with the Purchase Order.
"Change Order" means the written instruction issued by Purchaser to Supplier instructing any variation to the original scope of the
Purchase Order according to Section 16 hereunder.
"Party" or "Parties" means, individually or collectively, Purchaser and Supplier.
"Purchase Order" means the binding agreement entered into between Purchaser and Supplier for the supply of the Goods, including these
General Purchasing Conditions, the Special Purchasing Conditions, the Special Project Conditions (when applicable), the Technical
Scope, and all its exhibits, schedules, and supplements thereto, as amended from time to time.
"Price" means the price payable to Supplier under the Purchase Order, for the full and proper performance of its contractual obligations.
"Supplier" means the person or company named as Supplier in the Purchase Order.
"Project" means the work and/or services to be developed by Purchaser, in accordance with the Main Contract.
"Site" means the place where the Project is executed.
"Subcontractor" means a person or company previously approved by Purchaser which is engaged by Supplier to supply or perform part of
the Goods.
2. Applicability. Entire Agreement

2.1. The General Purchasing Conditions shall apply to the Purchase Order, unless expressly provided otherwise in writing.
2.2. The Purchase Order include: (i) the General Purchasing Conditions; (ii) the Special Purchasing Conditions; (iii) the Special Project
Conditions (when applicable); (iv) the Technical Scope; together with their attachments and references; and (v) any other document
attached, incorporated or referenced by the Purchase Order. All such documents shall constitute the entire agreement between the
Parties and may not be modified except in writing signed by a duly authorized representative of Purchaser.
2.3. The General Purchasing Conditions are binding and supersede and replace any Supplier’s selling terms and are integral part of the
Purchase Order. All terms and conditions in, or attached to Supplier’s quotations are hereby expressly declared null and void unless
specifically included and spelled out in the Purchase Order.
2.4. In resolving conflicts, discrepancies, errors or omissions the following order of precedence shall be used:
a) Purchase Order
b) Special Project Conditions (when applicable)
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c) Special Purchasing Conditions

d) General Purchasing Conditions
e) Technical Scope
f) National and Local Design Codes and Standard.
3. Acknowledgment and Start of Performance

3.1. The Purchase Order shall be valid as of the Effective Date and shall be binding on both Parties. Supplier must begin with the
execution with no delay, as soon as the Purchase Order has been accepted.
3.2. The Purchase Order shall be considered accepted by Supplier once it proceeds in accordance with the provisions of the Special
Purchasing Conditions. The clarifications or adjustments that may be requested by Supplier to Purchaser regarding the Purchase Order
shall not be interpreted as a rejection of the Purchase Order by Supplier or as an acceptance of said clarifications or adjustments by
Purchaser.
3.3. In any case, the total, partial or preliminary execution of the Purchase Order by Supplier shall entail the acceptance of the Purchase
Order in its entirety.
3.4. Purchaser shall not be bound by the terms and conditions of any forms (including general terms and conditions) issued by Supplier.
3.5. Any additional or differing terms contained in or delivered with Supplier’s acceptance shall not apply to the agreement among the
Parties, and shall be deemed null and void unless Purchaser expressly consents to such additional or differing terms in writing.
4. Scope of the Purchase Order

4.1. Supplier shall supply, deliver and manufacture all the Goods and perform strictly in accordance with the Technical Scope (including all
such works or services not specifically identified but required or necessarily implied by the Purchase Order). Where the Technical Scope
indicates that Goods are required for a particular purpose, Supplier warrants that they will be fit for that purpose and any specification or
drawing furnished or approved by Purchaser shall not relief Supplier of this or any other responsibility.
4.2. If any detail shown in the drawing or plan is omitted from the specifications or vice versa, notwithstanding said omission, Supplier
must provide that detail and it will be considered included in the Price.
4.3. All the Goods shall be new and unused. Where no particular standard or codes of practice are specified, the Goods and all associated
workmanship shall be in accordance with the generally accepted codes of practice of the industry concerned.
5. Supplier Representation and Warranties

5.1. Supplier represents and warrants to Purchaser that:
i) is a company duly constituted and registered in accordance with the regulations of the country where it is domiciled and that has valid
and current legal status;
ii) has the necessary experience, and is aware of the applicable safety, health, environmental and quality requirements, which undertakes
to comply with throughout the term of the Purchase Order;
iii) is an independent, solvent contractor, with its own personnel, facilities, and equipment, and has the necessary personnel, technical
capacity, physical infrastructure, and its own organizational, administrative, and financial structure that allows it to comply with the
obligations of the Purchase Order to the full satisfaction of Purchaser;
iv) the execution and compliance with the Purchase Order by Supplier have been duly authorized, and the Purchase Order has been duly
accepted and delivered and constitutes the legal, valid and binding obligation of Supplier, enforceable in accordance with its terms;
v) there is no lawsuit, arbitration, legal and/or administrative or other proceeding pending or threatened against Supplier's ability to comply
with Purchase Order obligations and commitments;
vi) has carefully reviewed these General Purchasing Conditions and all the documents of the Purchase Order before quoting the Price,
and he accepts and agrees to comply with the aforementioned;
vii) has collected all the information that it deems necessary and sufficient regarding risks, contingencies and any circumstance that could
affect the Purchase Order.
viii) the Goods will be free of all liens, claims, security rights or other encumbrances;
ix) undertakes to comply with the policies of Purchaser and/or Owner regarding community relations, environment, safety and health;
x) both Supplier and his Subcontractors have all the necessary permits, registrations and authorizations in all competent jurisdictions in
relation to the Purchase Order, including but not limited to those necessary in terms of health, safety, environment, for example resource
consumption (water, aggregates, among others), hazardous substances, waste management, among others;
xi) recognizes under all circumstances Purchaser as the only interlocutor with Owner and must immediately communicate any instruction
and/or communication received directly from Owner. In no case Supplier shall held direct relations with Owner, and must always do so
through Purchaser; and
xii) throughout the execution of the Purchase Order, it shall not use child labor, slave labor or conditions similar to slavery and shall require
the same obligations from its Subcontractors and/or sub-suppliers.
5.2. Supplier undertakes to keep these representations and warranties in force during the entire validity of the Purchase Order.
6. Drawings/Documents
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6.1. Supplier shall provide, at no extra cost to Purchaser, within the time specified in the Purchase Order all documents referenced therein,
detail drawings/documents and/or final drawings/documents. Purchaser has the right to approve such drawings/documents. No deviation
from or modification to any drawings supplied or approved by Purchaser will be made by Supplier without the prior written agreement of
Purchaser.
6.2. Supplier shall be responsible for correctness and completeness of the documents prepared by or on behalf of Supplier and shall not
be released from this responsibility by reason of any approval whether expressed or implied by or on behalf of Purchaser.
6.3. In the event of any inconsistency, inaccuracy or ambiguity in the Technical Scope, Supplier will notify Purchaser immediately and
obtain instructions in writing before proceeding with the item in question
6.4. All specification, drawings, patterns or designs supplied by Purchaser in connection with the Purchase Order shall be deemed to be
the exclusive property of Purchaser and may not be lent, copied or otherwise used without the previous written consent of Purchaser.
6.5. All specifications, drawings, patterns or designs and all rights therein prepared by Supplier, or obtained by Supplier under the
Purchase Order shall become the property of Purchaser as soon as they have been prepared and shall be handed over to Purchaser on
completion or termination of the Purchase Order.
7. Expediting
7.1. Supplier shall at all times expedite manufacture and/or delivery of the Goods. Purchaser reserves the right to expedite the execution
of the Purchase Order, and enter the premises, offices and/or facilities of Supplier, his Subcontractors and/or sub-vendors at any time.
Expediting made by Purchaser, Owner or its authorized representatives in no way relieves Supplier of its obligations as to the delivery
and/or execution date specified in the Purchase Order.
7.2. Within fourteen (14) calendar days after the Effective Date Supplier shall submit to Purchaser the production schedule, delivery dates
for the engineering, material procurement, fabrication, testing, inspection and test forecast, floating time, as stated in the Purchase Order
and any supplement thereto, Document List for Purchaser´s approval, the person designated as contact for the execution and control of
the Purchase Order. Progress reports shall be issued and forecast dates shall be updated on monthly basis or at the intervals specified in
the Purchase Order.
7.3. Supplier shall give Purchaser written notice if any delay in the performance of the Purchase Order is foreseen immediately and
without any delay, which in no case may be after 48 (forty-eight) hours from when Supplier becomes aware of such delay. Such notice
shall include an estimated time of delay, cause, and corrective actions to be taken.
7.4. In the event Purchaser determines that Supplier’s performance is such that it will cause a substantial delay in Supplier’s delivery of
the Goods, Purchaser reserves the right to take over the Goods from Supplier and/or Subcontractor’s premises and to complete the
manufacture or have manufacture completed by any means at Supplier’s cost, without prejudice to any other rights or remedies Purchaser
may have under Purchase Order or at Applicable Law, including termination according Section 26.
8. Inspections and Tests

8.1. The Goods shall be of the best quality and shall have the characteristics, dimensions and shapes described in the Technical Scope,
shall be properly tested and inspected by Supplier at its expense, and might at all times be subject to quality surveillance, quality audit,
inspection and testing by Owner, Purchaser or their authorized representatives.
8.2. Supplier shall grant and guarantee the representatives of Purchaser and Owner access to its facilities and those of its Subcontractors
where it is performing works related to the Purchase Order, providing assistance and cooperation to allow inspections and tests of the
Goods, including reasonable stoppage of the work during inspections and tests. The personnel and the necessary implements for this
purpose, as well as the expenses to be incurred, shall be provided and paid by Supplier.
8.3. Any test, approval, inspection or failure to inspect by Owner or Purchaser shall not relieve Supplier of any responsibility or liability with
respect to the Purchase Order in case of subsequent verification of errors, defects, apparent or hidden defects, missing items, etc., nor be
interpreted in any way to imply acceptance thereof by Purchaser.
8.4. Supplier shall bear with all additional cost of inspection incurred by Purchaser and/or Owner caused by reason for which Supplier is
responsible. These costs shall include all costs incurred in the inspection including but not limited to cost of salaries during working and
traveling hours, travelling expenses, etc.
8.5. Supplier shall notify Purchaser of the date and place of inspections and tests at least fourteen (14) calendar days prior to the date of
such inspection and or tests are to be made.
8.6. In the event that, according to Purchaser, the Goods do not meet the requirements of the Technical Scope, Purchaser may reject the
Goods, and Supplier must replace them immediately, with no right to pursue any claim.
8.7. Supplier may not deliver any Goods unless inspection is made or is waived in writing by Purchaser.
8.8. Owner’s and Purchaser’s right to inspect, test, and reject the Goods after the arrival of the Goods to Purchaser’s job site shall in no
way be limited or waived by reason of the Goods having previously been inspected, tested or accepted by Purchaser, Owner or their
representatives prior to the delivery of the Goods.
8.9. If Goods appear, as a result of testing, not to be in compliance with the requirements of the Purchase Order, all cost of additional
testing shall be to Supplier’s account.
9. Preparation for Shipment

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9.1. Packing and preservation of the Goods shall be made by Supplier in a manner adequate to withstand transportation to their final
destination.
9.2. The labeling and transport of the Goods must be carried out by Supplier in accordance with Purchaser's instructions, or in the
absence of specific instructions in this regard, ensuring that the packaging and identification comply with the best international standards,
and are suitable for bearing all risks during transport and subsequent storage, especially considering the conditions of the place of
destination that could affect the provision.
9.3. The cost of such protection and packing is deemed included in the Price. All packing cases/drums shall be deemed to be
non-returnable unless otherwise stated in the Purchase Order.
9.4. Supplier shall be responsible for any loss or damage caused to the Goods by improper packing and/or preservation and shall at its
own expense and as promptly as possible make all repairs, replacements or supplements of the Goods derived from such loss and
damage (including export packing and transportation costs to the final destination).
9.5. The shipping documents issued by Supplier shall be consistent with the Goods (including gross and net weight, description of the
Goods, quantities, measurements, and values). In case of discrepancies, any fines, penalties and/or taxes applied by any intervening
authority in the country of origin and/or the country of destination shall be borne by Supplier, as well as the compensation estimated by
Purchaser of the damages suffered by Purchaser.
10. Shipment
10.1. When Supplier ships by its own arranged carrier, Supplier shall ship the Goods using the first available direct carrier having the
shortest transit time, and shall notify of such shipment and submit the corresponding shipping documents to Purchaser, in accordance with
Purchaser requirements. Transshipment of Goods and shipment on deck are not allowed.
10.2. When Supplier ships by a carrier to be arranged by Purchaser, at least sixty (60) days before the date when Supplier intends to ship,
Supplier shall notify Purchaser of such date and provide sufficient description of the Goods to allow Purchaser to arrange the carrier.
Purchaser shall notify to Supplier the nominated carrier and its estimated time of arrival at loading place.
10.3. In the event that a delay in loading caused by Supplier results in detention of the carrier, Supplier shall be liable for any resulting
demurrage, and/or dead freight. Should Purchaser not provide a carrier at the advised date of shipment, Supplier shall undertake to store
the Goods for thirty (30) days at Supplier’s expense from the advised date of shipment.
11. Site Conditions

11.1. Supplier represents that it has taken into account all circumstances and conditions related to the Project Site that may impact or
affect the manufacture, delivery and/or assembly of the Goods, including, but not limited to, weather, terrain, hydrological conditions,
access conditions to the Site, accommodation and other difficulties that may encounter in relation to the Goods in accordance with the
Project requirements, such as time, and condition of delivery of the Goods, adverse macroeconomic conditions, transport availability,
personnel, drinking water and for construction, electricity and accesses, property, soil and subsoil conditions. Supplier shall not be entitled
to pursue any claim based on the aforementioned.
12. Quality, Environment, Safety and Health

12.1. If the Purchase Order is executed within the establishments of Purchaser or Owner, Supplier must comply with the requirements,
regulations, procedures and policies of health, safety, environment, management and energy policies delivered by Purchaser and/or
Owner, as appropriate, with any updates. Supplier represents to have read carefully, understood, and irrevocably and unconditionally
accepts such policies and procedures. Furthermore, Supplier undertakes that such procedures constitute the minimum applicable
requirements for suppliers. In case of conflict or inconsistency with a stricter local regulation, the latter will prevail.
12.2. Supplier undertakes that the execution of the Purchase Order will be carried out protecting the safety and health of all personnel in
any facility, warehouse, port and any place (including, without limitation, any place where Purchaser and/or Owner operates, any owner of
them and the final users), and that it will implement work practices respectful of the environment and the communities.
12.3. Supplier shall be responsible for training personnel in relation with the management of hazardous materials and chemical
substances and will inform about the actions in case of contingencies. Transport shall include necessary material resources to address
environmental contingencies.
12.4. In case of works to be carried out on Site or transportation of Goods to the Site, Supplier and its Subcontractors must promptly and
accurately report to Purchaser (according to the established procedures) any and all deviations, accidents and incidents, whether real or
that affect or could affect the execution and/or fulfillment of the Purchase Order, including quality, health, safety, the environment or
communities. In such event, Purchaser may require Supplier and any of its Subcontractors to stop the works and/or immediately meet with
Purchaser, investigate, discuss and find appropriate corrective actions together.
12.5. In the event of any breach of this Section by Supplier or any of its directors, officers, employees or Subcontractors, Purchaser may,
at its sole discretion, terminate the Purchase Order at any time, without liability, and, notwithstanding any provision of the Purchase Order
or Applicable Law, Supplier shall not be entitled to any compensation or reimbursement for the works performed after the day of the
breach. Supplier shall defend, indemnify and hold Purchaser and Owner harmless, as indicated in Section 21.
13. Prices and Payment

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13.1. The Price is the total payment to Supplier for the Goods and includes, unless otherwise expressly stated, all costs, taxes, duties,
fees, or charges of any kind accruing in respect of the Goods during the performance of the Purchase Order.
13.2. The Price is fixed and not subject to change and/or escalation except by a duly executed Change Order.
13.3. In accordance with Section 4, aspects of Goods not specified in the Purchase Order but necessary for the proper, safe and efficient
operation, construction or maintenance of the Goods and for the fulfillment of Supplier’s warranties, shall be supplied and/or executed by
Supplier at Supplier’s sole cost and expense unless otherwise specified in the Purchase Order.
13.4. Purchaser may require Supplier with each payment request an affidavit stating that:
13.4.1. The quality of the Goods complies with the conditions of the Purchase Order and Supplier is entitled to payment of the invoiced
quantity;
13.4.2. The Goods are free of all encumbrances, liens or guarantees; and
13.4.3. All Supplier's employees, Subcontractors and sub-suppliers labor, pension and social security obligations have been paid as well
as the works carried out in relation to the Purchase Order, and that all the remaining sums owed will be timely paid by Supplier when due.
13.5. Payment will be made in accordance with the applicable payment procedure of the Purchase Order.
13.6. All invoices issued by Supplier must comply with each and every one of the fiscal requirements established by the Applicable Laws,
and Purchaser's internal procedure.
13.7. All partial payments will be considered as payments on account of the total Price and will be subject to revisions and/or rectifications
that Purchaser may make from time to time. No payment made under this Purchase Order shall be deemed Purchaser's or Owner's
approval or acceptance of any Goods or a waiver of any claim or right that Purchaser or Owner may have under the Purchase Order.
13.8. Shall the Goods bear any encumbrance or other lien, Supplier shall immediately proceed with its removal, or obtain a guarantee (in
the terms indicated in Sections 14.1 to 14.4) in favor of Purchaser and Owner. Purchaser shall be able to articulate the means that it
deems necessary to obtain the prompt release of the Goods in case of refusal or non-compliance with the provisions of Supplier. Supplier
will reimburse Purchaser any expense and a compensation fee equal to five percent (5%) of the amount paid.
13.9. Supplier expressly agrees that the payment shall be subject to Purchaser receiving payment from Owner, and Supplier expressly
agrees to accept the risk that it will not be paid for the Goods supplied in the event that Purchaser, for whatever reason not attributable to
Purchaser, is not first paid by Owner. Supplier agrees that the payment by Owner to Purchaser shall be condition precedent to any
payment obligation of Purchaser to Supplier.
14. Performance Bond and Advance Payment Bond

14.1. Simultaneously with the acceptance of the Purchase Order, and as a condition for making any payment thereof, Supplier must
deliver to Purchaser performance bond in the amount of ten percent (10%) of the Price in accordance with the model set forth in Annex I,
issued by a bank acceptable to Purchaser. Any unauthorized variation to the text indicated in the aforementioned Annex I by Purchaser in
writing, will enable the latter to reject the guarantee instrument without implying any breach by Purchaser. In case of rejection, Supplier
shall deliver the corrected performance bond within three (3) days following the date of rejection. Furthermore, in case of longer delays or
non-compliance in the correction, Purchaser shall be entitled to apply the remedies indicated in Section 20 and/or in the Purchase Order.
14.2. The amount of the performance bond does not constitute a limitation of Supplier´s liability and/or its Subcontractors.
14.3. The beneficiary of the performance bond shall be Purchaser and, if required, also Owner or whoever Purchaser indicates. This
guarantee shall be payable to Purchaser and/or to Owner (as applicable) in accordance with the terms established therein.
14.4. Supplier must ensure that the performance bond is valid and enforceable during the execution of the Purchase Order and that it can
be claimed even at least thirty (30) days after the completion of the Purchase Order. The performance bond will be returned at Supplier's
request, no sooner than thirty (30) days after the completion of the Purchase Order, and subject to completion of all the obligations of
Supplier under the Purchase Order (including all technical warranty obligations).
14.5. If an advance payment is agreed in the Purchase Order, Supplier must deliver to Purchaser, as a condition prior to such payment, an
advance payment bond issued in accordance with Annex I, by a bank acceptable to Purchaser, for a value of one hundred percent (100%)
of the advance payment. Purchaser shall return these guarantees to Supplier within one hundred eighty (180) days following the date on
which Supplier has fully returned the advance payment in full compliance with the provisions of the Purchase Order. The provisions of
Sections 14.1 to 14.4 apply regarding the requirements that said bond must meet. Only with respect to the advance payment bond,
Supplier shall have the right to reduce the amount thereof every six months or replace it, at its cost, by another issued under the same
terms and with the same characteristics, to the amount of the advance payment that is pending return. at the time of such reduction or
replacement.
14.6. The costs of obtaining, maintaining, extending, reducing, replacing or reissuing (if applicable) any bond will be the sole responsibility
of Supplier.
14.7. In the event that Supplier does not maintain the required bonds in force, Supplier hereby warrants and accepts that Purchaser will
have the right to draw on said bonds due to Supplier's default, within 15 (fifteen) calendar days prior to the expiration date of said bonds,
without prejudice to the other remedies provided in the Purchase Order and/or in the Applicable Law.
14.8. The execution by Purchaser of any bond in accordance with the provisions of the Purchase Order, whether total or partial, in no case
will entitle Purchaser to request the restitution or replacement of new bonds that reflect the original amount or amount pending return, as
appropriate.
14.9. Failure to comply with the provisions of this Section will entitle Purchaser to terminate the Purchase Order in accordance with
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Section 26, in addition to remove Supplier from Purchaser´s "Registry of Authorized Suppliers" permanently.
15. Insurance
15.1. Supplier shall obtain, at its expense and cost, all the insurance that, according to the nature and complexity of the Goods, are
necessary for the protection of Purchaser, Owner and third parties -including personnel-, in accordance with the requirements of
Purchaser and/or Owner and from the Applicable Law. The insurance must remain in force throughout the term of the Purchase Order
and/or until the obligations assumed by Supplier are extinguished, whichever occurs later, and must be issued by a solvent and first-line
insurer, to the satisfaction of Purchaser and/or Owner, who may request its substitution at any time if there are reasons for such
substitution.
15.2. Supplier shall fully assume the premiums, withholdings, excesses or deductibles that may correspond to the insurance policy.
Supplier shall require all its Subcontractors to provide the coverage that corresponds in accordance with these parameters and must hold
Purchaser and/or Owner harmless for any expense or cost derived from the inadequacy of the Subcontractors' coverage, in accordance
with Section 21.
15.3. When applicable considering the risk, policies shall not be cancelled, modified or amended without the prior reliable knowledge of
Purchaser and/or Owner granted at least thirty (30) days in advance. Purchaser and/or Owner and/or whoever they determine must
appear as additional insured or beneficiaries, as appropriate, subject to the extension of responsibilities assumed by Supplier under the
Purchase Order. In the event of damage caused by Supplier to the property owned by Purchaser and/or Owner, the latter will be
considered as a third party in relation to insurance. All the insurances presented by Supplier or Subcontractor must contain an express
waiver of the rights of subrogation in favor of Purchaser and/or Owner. In addition, Supplier's insurance will apply to Supplier's indemnity
and defense obligations under the Purchase Order documents.
15.4. Before the beginning of the works, Supplier must present the coverage certificates to be issued by the insurer indicating the agreed
conditions, including payment modality and proof, for Purchaser validation, in accordance with the conditions established in this Section. In
case of non-compliance with the provisions, Supplier must send the corrected certificate within three (3) days following the date of
rejection. In the event of longer delays or non-compliance in the correction Purchaser may apply the remedies indicated in Section 20.
Purchaser reserves the right to request all the original policies and annexes.
15.5. Any breach of Supplier to the obligations of this Section, including the failure to timely pay the insurance, will make the Supplier
responsible for all the damages and losses, Purchaser also being entitled to terminate the Purchase Order for breach of Provider and/or to
exercise the remedies indicated in Section 23.
15.6. It is expressly stated that the lack of control or insufficient control by Purchaser will in no case exempt Supplier from its obligation,
who will be responsible for all damages and losses that this may cause, and Purchaser will also be entitled to terminate the Purchase
Order due to non-compliance of Supplier without the latter having the right to any claim.
15.7. In no case will the requirement of coverage limits and conditions and/or the contracting of the policies imply a limitation of the
responsibilities of Supplier and/or its Subcontractors towards Purchaser, Owner, their partners and/or third parties. In no case will the
insolvency of the insurer release Supplier of any of its obligations.
15.8. In the event of an accident that could affect the coverage contracted by Supplier or by Purchaser, Supplier must immediately notify
Purchaser of the fact and make the corresponding reports or claims before the authorities and/or insurers in a timely manner, complying
with all the charges imposed by the policy or the Applicable Law.
16. Change Orders

16.1. Purchaser has the right to make changes to the original scope of work of the Purchase Order until Purchaser has granted the
Reception of Goods. Changes may include additions, reductions, changes to the Goods and/or delivery times, among others. Supplier
must make these changes without delay upon receipt of Purchase's Change Order. Supplier shall be bound by the conditions indicated in
the Change Order as if the aforementioned modifications had been established in the original Purchase Order.
16.2. If such changes cause an increase or decrease in the Price and/or in the delivery time, then Supplier shall notify this to Purchaser in
writing within seven (7) calendar days from the reception of the Change Order. Purchaser shall inform its acceptance or rejection to
Supplier in writing. Supplier shall not implement the variation until Purchaser’s acceptance has been duly received by Supplier.
16.3 Notwithstanding the foregoing, in case Parties cannot agree on the impact arising out of the variation, Purchaser is entitled to instruct
Supplier to implement the variation and Supplier has the obligation to implement this, regardless of the pending agreement on the matter
and Supplier’s right to refer the dispute to the arbitration procedure stated in Section 27 once the variation is complete. Supplier hereby
waives its right to reject or challenge the enforceability of this Section.
17. Property and Risk

17.1 Risk of loss and responsibility for the Goods shall pass from Supplier to Purchaser upon receipt of the Goods by Purchaser in
accordance with the delivery terms. However, Supplier will remain liable for all damage and loss arising due to defective packing,
protection or labeling. Property of the Goods will vest in Purchaser upon receipt of the Goods by Purchaser in accordance with the delivery
terms or when payment of the Goods is made by Purchaser to Supplier, whichever is earliest.
17.2. Where Purchaser issues materials free of charge to Supplier to be incorporated into the Goods, such materials will remain the
property of Purchaser. Supplier will maintain and protect all such materials in good order and condition and will use such materials solely
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in connection with the Purchase Order. Loss or waste of, or damage to such material arising while it is in Supplier’s possession will be
made good by Supplier at his own expense. Supplier is responsible of the inspection of these materials, and shall not be released from its
obligations by invoking defects in these materials. Any surplus materials will be disposed at Purchaser’s discretion.
18. Reception of Goods

18.1. The agreed delivery date for the Goods in the Purchase Order is nonrenewable. The conditions of delivery and reception of the
Goods will be governed by the latest edition of the "INCOTERMS" issued by the International Chamber of Commerce, following the
conditions established in the Purchase Order (the "Reception of the Goods"). The Goods and all required or necessary information must
be completed and delivered in accordance with the terms set forth in the Purchase Order.
18.2. In the event that Purchaser detects an inexcusable delay by Supplier, Purchaser may: (i) enforce the guarantee instruments
delivered by Supplier in accordance with the Purchase Order, (ii) offset liquidated damages; (iii) apply liquidated damages, and/or (iv)
terminate the Purchase Order due to Supplier's default. An inexcusable delay shall be considered any delay by Supplier in its contractual
obligations that is not expressly excused by Section 28.
18.3. Purchaser reserves the right to reject the request for receipt of the Goods issued by Supplier in the event that it understands that the
conditions for the configuration of the Reception of the Goods are not fully fulfilled by Supplier. Supplier shall comply with the instructions
given by Purchaser for the purpose of reapplying for receipt of the Goods.
18.4. The mere Reception of the Goods and/or the receipt by Purchaser of a shipment cannot be invoked as final acceptance of the
Goods, which shall be subject to subsequent review by Purchaser and guarantee of Supplier, in accordance with Section 19. Final
acceptance of the Goods will occur on the date that (i) the Warranty Period ends and Supplier has fulfilled all of its obligations under the
Purchase Order; and (ii) Owner notifies Purchaser that the Goods are according to the requirements of the Main Contract between Owner
and Purchaser (the "Final Acceptance of the Goods").
19. Technical Warranty

19.1. Supplier warrants that the Goods: (i) are free from liens, encumbrances, and from defects, errors, omissions in design, materials,
manufacture, and ownership; (ii) are fit for the use intended in, or reasonably inferred from, the Purchase Order; (iii) agree in all respects
to the terms of the Purchase Order; and (iv) are new, unused, and of the best quality.
19.2. Supplier's warranty period (the "Warranty Period"), will begin with the Reception of the Goods, and will continue until the greater of:
(i) twelve (12) months after the date on which the plant in which the Goods will be installed is put into operation; or (ii) twenty-four (24)
months from the Reception of the Goods.
19.3. Supplier shall be responsible for any defect, error, construction defect, deterioration, failure and/or quality deficiency of the Goods,
being obliged to redo them, replace them and/or repair them at the discretion and satisfaction of Purchaser and at no cost to Purchaser,
within the period established by it. Once replaced and/or repaired from said date, a new Warranty Period of twenty-four (24) months will
begin with respect to the Goods or part of the Goods replaced and/or repaired.
19.4. Supplier shall reimburse Purchaser for all costs and expenses incurred by Purchaser in connection, directly or indirectly, with the
removal of the defective part of the Goods, their replacement or repair.
19.5. If Supplier, after being notified in writing by Purchaser, does not remedy the defects immediately, Purchaser may take the necessary
corrective measures itself. In this case, Purchaser shall be entitled to recover from Supplier all costs incurred, directly or indirectly, in the
course of the aforementioned corrective actions, including, but not limited to, disassembly, assembly and transportation expenses, as
provided in Section 24.
19.6. If a defect occurs during the Warranty Period, but does not become apparent, Supplier's responsibility will not cease, even if
notification of the defect has not been given to Supplier during the Warranty Period.
19.7. The rights of this guarantee may be assigned by Purchaser to Owner, and in this case the guarantee will be executable directly by
Owner to Supplier.
19.8. Since Purchaser may not be the ultimate recipient of the purchased Goods, all rights, benefits, and remedies granted to Purchaser
by the Purchase Order will be available to Owner, for the express benefit of Owner, for whom the Goods they are acquired.
19.9. Supplier may not allege failures in the Project to justify any vice, defect or manufacturing fault that is noted in the finished works.
20. Liquidated Damages for delays and default

20.1 If Supplier fails to deliver any or all of the Goods or fails to perform all or part of the obligations, works or services ordered within the
time period(s) specified in the Purchase Order, Supplier agrees to pay Purchaser an amount equal to two percent (2%) of the Price for
each week of delay or fraction thereof in excess of three (3) days, as liquidated damages, up to a maximum of twelve percent (12%) of the
Price, until full delivery of the Goods. These amounts shall be paid as liquidated damages and not as a penalty by Supplier to Purchaser.
Once the maximum amount is reached, Purchaser may terminate the Purchase Order due to Supplier's default. The Parties agree that the
liquidated damages referred to in this paragraph are a genuine estimate of the actual amount of damages that would be suffered by
Purchaser for Supplier’s delay or default.
20.2. These amounts will be paid as liquidated damages and not as a fine or penalty. Once the maximum amount is reached, Purchaser
may terminate the Purchase Order for Supplier's default. The Parties agree that the liquidated damages referred to in this paragraph are a
genuine estimate of the actual amount of damages suffered by Purchaser due to the delay.
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20.3. The application of liquidated damages by Purchaser does not relieve Supplier from complying with the principal obligation or from
the exercise of any other remedy by Purchaser.
20.4. Any delay or failure by Purchaser to claim any amount of damages from Supplier as a result of any delay or breach of Purchase
Order obligations does not, under any circumstances, imply or entail a waiver or forfeiture of Purchaser's right to claim damages.
20.5. Without prejudice to any other rights Purchaser may have under the Purchase Order and Applicable Law, Purchaser shall have the
rights set forth in Section 23.
21. Indemnity
21.1 Supplier shall hold harmless and indemnify Purchaser and Owner from and against any loss or damage arising from any lien, cost,
claims, rights of retention, seizures, attachments and/or judgment resulting from Supplier's and/or its Subcontractors' failure to perform its
obligations arising out of or relating directly or indirectly to the Purchase Order, including as way of example from its obligations regarding
their Subcontractors, banks, employees, servants, agents, or persons to whom Supplier has made a commitment of any nature, including
but not limited to any taxes, fees and/or other charges imposed by a government authority. In addition, Supplier shall defend, indemnify
and hold Purchaser and Owner, their customers and the users of the Goods harmless from and against all claims relating to or arising out
of any actual or alleged breach or any failure by Supplier and/or its Subcontractors to comply with any obligation under Applicable Law.
21.2 In any of the events set forth in Section 21.1, both Purchaser and Owner shall be entitled to request from Supplier such assistance as
they deem necessary. All costs and expenses incurred by Purchaser, Owner and Supplier in connection with such claims or legal actions
(including legal fees and costs) shall be borne by Supplier, and Purchaser may have recourse to any of the remedies set forth in Section
23 should Purchaser need to incur such costs and expenses.
22. Loss of Margin, Incidental, Consequential and Indirect Damages

22.1 Neither Purchaser nor Owner, their Affiliates, agents, representatives and/or employees shall be liable for loss of profits, loss of
benefits, or for any incidental or consequential damages, economic damages, moral damages, reputational damages or indirect damages,
including, but not limited to, loss of use, loss of product, stand by costs or loss of production or efficiency.
23. Withholdings and Deductions.

23.1 Purchaser shall have the right to deduct and/or withhold from invoices pending to be paid to Supplier Group, any liquidated damages
for breach of any of the obligations assumed with Purchaser and/or Owner hereunder and/or under Applicable Law, or for any other matter
indicated in the Purchase Order, as well as to offset any balance pending to be paid to Supplier Group against any present or future credit
in favor thereof against Purchaser. This withholding shall not accrue interest in favor of Supplier Group nor shall it entitle Supplier Group to
any claim and shall be paid to Supplier Group, if applicable, upon remediation of default by Supplier.
23.2 Supplier expressly agrees that Purchaser shall be entitled to withhold and set off against any receivables owed to Supplier Group by
Purchaser itself or any other company related to the business group to which Purchaser belongs, or any entity established by any of them,
in order to allocate such withholdings to the total or partial payment of penalties, damages, or any other amount owed by Supplier Group
to Purchaser, or to the aforementioned companies.
23.3 The foregoing shall also apply if Owner and/or any Authority sanctions Purchaser with withholding and/or deduction of funds or the
application of penalties and/or fines.
23.4 In all cases indicated above, Purchaser shall be entitled to enforce, likewise, the guarantee instruments or bank bonds delivered by
Supplier under the Purchase Order, without the need for any prior notice or demand.
24. Backcharges
24.1 If Purchaser incurs in additional expenses (such as re-engineering, addition or modification of materials, erection, commissioning)
due to faulty and/or incomplete Goods within Supplier’s scope, Purchaser shall backcharge Supplier for such expenses.
24.2 If upon being notified by Purchaser or Owner of deficient Goods, and having been directed to correct the deficient work or Goods by
a specific date, Supplier states or by its acts indicates its inability or unwillingness to comply with the request, Purchaser or Owner may
proceed to accomplish the corrective actions by the most expeditious means available and backcharge Supplier the costs of the required
work, without the need for any prior notice, demand or suit, and backcharge the resulting costs against any invoice or payment due by
Purchaser to Supplier.
24.3 For the purposes of ensuring compliance with this Section, Purchaser may apply the provisions of Section 23.
25. Suspension
25.1 Purchaser may, at any time, with or without cause, suspend performance by Supplier of the Purchase Order or any part thereof by
giving Supplier prior written notice of such suspension. Supplier shall cease all activities as directed by Purchaser. Neither Owner nor
Purchaser shall be liable to Supplier for loss of anticipated profits, lost profits, economic damages, or any other damages or costs incurred
by Supplier during the period of suspension. Purchaser may issue a Change Order pursuant to Section 16 for the reasonable, auditable,
and verifiable direct costs of suspending performance to Supplier, provided they are claimed by Supplier within seven (7) calendar days of
resumption of performance.
25.2 Purchaser may, at any time, authorize resumption of Supplier’s performance of the Purchase Order, or any part thereof, by written
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notice to Supplier stating the effective date of resumption. Suspended performance shall be immediately resumed by Supplier after receipt
of such notice.
25.3 Supplier agrees that it shall not stop or suspend performance of the Purchase Order, but eventually shall have the remedy set forth in
Section 26.3, provided the conditions set forth therein are met.
25.4 Purchaser may suspend payments to Supplier in case of Supplier´s default. Once such default is remediated, Purchaser shall
resume payment to Supplier. Such suspension of payment shall not be considered as a default of payment by Purchaser to Supplier, nor
shall it entitle Supplier to suspend supply, manufacture and/or delivery of the Goods for non-payment. The suspension of payments
provided for in this Section shall not generate financial expenses or any other charge to be borne by Purchaser.
26. Termination for Default

26.1 Purchaser may, without prejudice to any other remedy set forth in the Purchase Order or under Applicable Law, terminate in whole or
in part the Purchase Order in its sole discretion in the following cases:
a) If Supplier fails to deliver any or all the Goods within the time period(s) specified in the Purchase Order, or any extension thereof
granted by Purchaser in accordance with Section 16, or;
b) If Supplier fails to perform any other obligation(s) under the Purchase Order, or;
c) If Purchaser detects any delay or default by Supplier impeding the fulfillment of the terms and/or any other obligation under the
Purchase Order, or;
d) If Supplier becomes insolvent or bankrupt, judicial or declared, or has a receiving order made against him or compound with its
creditors or commences to wound up or carry on its business under an administrative receive for the benefit of its creditors, or is under
reorganization, receivership, reorganization proceeding, insolvency proceeding, intervention, or any similar proceeding, or;
e) If Supplier breaches the Code of Conduct or any other obligation of ethics and compliance.
26.2 In the event that Purchaser terminates in whole or in part the Purchase Order under this Section, on the day on which termination
becomes effective, Supplier shall stop performance of works or services. Purchaser shall retain all sums then due and payable to Supplier.
After termination, Purchaser may complete the work and/or engage third parties to complete the works and/or services. Purchaser shall
not be liable to make any further payments to Supplier until the works or services have been completed. Purchaser shall be entitled to
recover from Supplier any losses, damages or detriments incurred by Purchaser and any extra costs of completing works in accordance
with Section 24.
26.3 In the event of lack of payment of invoices attributable to the Purchaser for a period in excess of one hundred eighty (180) calendar
days from the date Purchaser was due for payment of an invoice properly issued by Supplier in accordance with the provisions of the
Purchase Order, Supplier may terminate the Purchase Order. In such event, Supplier shall be entitled to receive only payments for works
properly performed up to the date of termination. From the aforementioned sums, Purchaser shall deduct those amounts previously paid
or advanced to Supplier as well as any other sums owed by Supplier.
27. Termination for Convenience

27.1 Purchaser may at its option at any time, terminate the Purchase Order in whole or in part by giving a written notice to Supplier. Upon
receipt of such notice, Supplier shall promptly discontinue any further performance of the works or part thereof, except as may be required
to protect the work completed as of the date of receipt of the notice, or as otherwise required by Purchaser. Upon receipt of notice of
termination, Supplier shall deliver to Purchaser any and all work, drawings, specifications, data sheets, and any other documents, and any
and all materials, supplies, and equipment paid directly or indirectly by Purchaser. Purchaser shall have the right to make use thereof as
Purchaser considers appropriate.
27.2 In the event of termination for convenience, Supplier shall be entitled, as its sole and exclusive remedy, to payment of actual and
verifiable direct costs necessarily incurred by Supplier for the performance of the work actually completed as of the date of completion,
after deduction of all works and services previously certified and paid, and up to the Price. For the avoidance of doubt, compensation due
to Supplier shall not include any sum for lost profits, loss of contracts, loss of benefits, indirect or consequential damages, or damages of
any kind.
28. Force Majeure

28.1 If a Party is prevented from performing its obligations with respect to the Purchase Order by reason of Force Majeure, it is agreed
that performance of such obligations shall be excused for the Party claiming the impediment (hereinafter the "Affected Party"), from the
occurrence of such impediment until such impediment is resolved, but for no longer period, provided that:
28.1.1 the Affected Party gives notice and complies with the provisions of this Section;
28.1.2 the Affected Party for such event is not in default of its obligations under the Purchase Order prior to the occurrence of the Force
Majeure event;
28.1.3 the suspension of the performance of its obligations is in accordance, as to its scope and duration, with what is reasonably
necessary, given the nature of the Force Majeure event;
28.1.4 the Affected Party uses its best efforts to correct, remedy, overcome or mitigate the effects of such breach or inability to perform its
obligations; and
28.1.5 as soon as it is able to resume performance of its obligations, the Affected Party shall give written notice to the other Party to that
4500446931 0 15/21 05.05.2023
effect and immediately shall resume performance of the Purchase Order.

28.2 The Affected Party shall, immediately after the commencement of the Force Majeure event, but in no event later than forty-eight (48)
hours after Supplier has or should have become aware of such event, notify the other Party in writing of the nature, date of occurrence,
and expected duration of the Force Majeure event, and the extent to which it will prevent the performance of its obligations with respect to
the Purchase Order, indicating, without limitation, the estimated delay.
28.3 The following events are specifically excluded from Force Majeure, without being limitative of other exclusions, and shall not
constitute a basis for claims for extension of delivery dates of the Purchase Order.
a) Strikes, lockouts, plant takeovers, among other union or labor disputes;
b) Supplier's or its Subcontractors' delays due to shortages of supervision, labor, inefficiencies, or similar cases; or
c) Late delivery of the Goods by Supplier due to congestion at Supplier's or its Subcontractors’ plants, or elsewhere, an oversold market
condition, inefficiencies, or similar occurrences.
28.4 Delays attributable to or within the control of Subcontractors shall be deemed delays attributable to Supplier.
28.5 Failure to give any of the above notices on time shall be sufficient ground for denial of extension of time. If Purchaser determines that
the delay was unforeseeable, beyond Supplier's control, and not caused by Supplier's fault or negligence, Purchaser will determine the
duration of the delay and will issue a Change Order extending the time for performance of the Purchase Order obligations. Such extension
of time shall be the sole remedy for the Force Majeure event.
28.6 The occurrence of a Force Majeure event shall not relieve either Party from the performance of its obligations that became due prior
to the occurrence of such event, unless the Force Majeure event prevents the full performance of such obligations.
28.7 If, after the occurrence of a Force Majeure event that has caused Supplier to suspend or delay performance of the Purchase Order,
Supplier has not implemented specific actions to correct, eliminate, mitigate or shorten the time and effects of the Force Majeure,
Purchaser may, at its sole discretion and upon written notice to Supplier, initiate such actions at Supplier's expense, and the provisions of
Section 24 shall apply.
28.8 If the duration of the Force Majeure event is more than forty-five (45) consecutive days, Purchaser shall have the right to suspend
performance to Supplier, or to terminate the Purchase Order. Neither Party shall be liable to the other Party for costs incurred by the other
Party due to delay or non-performance due to Force Majeure.
29. Applicable Law. Dispute Resolution

29.1 The Purchase Order shall be governed by and construed in accordance with the laws set forth in the Special Purchasing Conditions,
excluding its conflict of law rules, if any.
29.2 Any dispute or controversy arising out of the Purchase Order or breach thereof, which cannot be settled amicably, may be referred to
and finally settled by arbitration at law in accordance with the rules of the International Chamber of Commerce, in force at the time of
acceptance of the Purchase Order, by three arbitrators appointed in accordance with the said rules. The performance of the Purchase
Order shall continue during the arbitration process unless Purchaser instructs Supplier otherwise. The seat and language of arbitration
shall be as set forth in the Special Purchasing Conditions. The arbitral decision reached shall be final and binding on both Parties, and
enforceable in any court of competent jurisdiction. The arbitration proceedings shall be strictly confidential, and no publications shall be
allowed unless the prior written consent of the Purchaser.
30. Compliance with the law

30.1. In the performance of the Purchase Order, Supplier agrees to comply (and to cause Supplier Group to comply) with Applicable Law,
including without limitation, all environmental, labor, social security and tax regulations, as well as Purchaser's and/or Owner's policies,
and shall be solely responsible for their observance, without giving rise to a Price adjustment. Without limiting any other provision of the
Purchase Order, Supplier shall comply, and shall ensure that Supplier Group complies, with all applicable registrations, authorizations,
licenses and permits. If any permit, license or other authorization obtained by Supplier or any other member of Supplier Group contains
restrictions on the use, distribution, transfer, export or re-export of any information or technology provided to Purchaser and/or Owner
under the Purchase Order, Supplier shall promptly notify Purchaser of such restrictions.
30.2. Supplier shall submit to Purchaser, when requested by it, all documentation to support that Supplier's Group is in compliance with
Applicable Law and has all necessary permits and/or authorizations to fulfill the Purchase Order. In the event Supplier fails to deliver such
documentation and/or fails to demonstrate that it has all necessary permits and/or complies with the necessary requirements, Purchaser
may terminate this Purchase Order pursuant to Section 26, without prejudice to the other remedies provided in Section 23 and/or the
Purchase Order in favor of Purchaser.
31. Subcontracting
31.1. Supplier shall not subcontract any part of the Purchase Order without the prior written consent of Purchaser. When a Subcontractor
is approved by Purchaser, Supplier may not change the Subcontractor or carry out direct performance of such portion of the
subcontracted services without the prior approval of Purchaser.
31.2. Subcontracting shall not relieve Supplier of any of its responsibilities or obligations with respect to the Purchase Order.
31.3. Supplier further agrees to cause its Subcontractors to comply with all obligations under these General Purchasing Conditions and
the Purchase Order, to the same extent and on the same terms.
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31.4. Supplier shall ensure that the Technical Scope, all documents comprising the Purchase Order in accordance with Section 2.2, and
any applicable requirements of Owner are incorporated into each subcontract. Subcontractors shall be informed by Supplier that the work
or services they perform will be subject to inspection and approval by Purchaser and/or Owner.
31.5. Supplier shall deliver to Purchaser a certified unpriced copy of each subcontract within the following three (3) business days of its
issuance.
31.6 Failure to comply with the provisions of this Section shall result in termination for default by Supplier for the purposes set forth in
Section 26, without prejudice to any other remedies provided in Section 23 and/or the Purchase Order in favor of Purchaser.
32. Labor Liability

32.1. Supplier shall be responsible for all obligations derived from the Applicable Law in labor, welfare and social security matters and
those of its Subcontractors, and shall also be responsible at all times for the corresponding agreements and payments to unions, labor
associations and employees.
32.2. Neither Purchaser nor Owner shall be liable under Applicable Law for any failure to comply with the labor, tax, welfare and social
security obligations of Supplier or its Subcontractors, and Supplier shall be liable for all individual or collective claims that its personnel,
directors, employees and/or officers, as well as its Subcontractors and sub-suppliers may file for any matter against it or against Owner
and/or Purchaser, in connection with the Purchase Order.
32.3. Supplier shall be obliged to make available to Owner and Purchaser at any time upon request, all necessary documentation
demonstrating compliance with all labor, tax, welfare and social security obligations under the Applicable Law and other obligations
assumed under this Section by both Supplier and its Subcontractors.
32.4. In the event that Supplier does not provide the requested information, provides incomplete information or if it appears from the
information that Supplier or any of its Subcontractors have not complied with the obligations indicated in this Section, or in the event that
Purchaser or Owner have been sued by any employee of Supplier or its Subcontractors jointly and severally or subsidiarity, Purchaser
may exercise the remedies provided in Section 23 and thereby pay by subrogation the amounts due to the relevant employees, authorities
or social security institutions and terminate the Purchase Order in accordance with Section 26.
33. Compliance with import and export obligations

33.1. Supplier shall comply with all import and export requirements and obligations applicable to the Purchase Order, including, without
limitation, the requirements of applicable European Union and United Kingdom regulations on labeling, registration, valuation,
authorization and/or restriction of chemical substances, including where such requirements and obligations are imposed by Applicable
Law on Purchaser and/or Owner as importer thereof.
33.2. Supplier shall, throughout the term of the Purchase Order, comply with all economic sanctions and export control regimes applicable
to any Party under such Purchase Order, and shall not include or involve, directly or indirectly, any prohibited, sanctioned, or designated
party under the sanctions regimes, or any entity owned or controlled by such prohibited, sanctioned, or designated party, sanctioned or
designated party, including without limitation the United Nations, United States, United Kingdom and European Union regimes or any of
their member states, and shall ensure that it and all of its Subcontractors do not act in any manner that would result in any Party violating
any export control sanction or restriction.
33.3. Products originating in the Crimea (including Sevastopol), Donetsk, Lugansk Kherson and Zaporiyia region shall not be supplied
unless accompanied by certificates of origin issued by the government of Ukraine (to Purchaser's satisfaction).
33.4. Supplier shall provide sufficient information to Purchaser to enable Purchaser to determine whether an export license or other
authorization is required. If Supplier delivers the Goods to a location outside the country from which shipment is made without regard to
whether the specific export has been explicitly authorized by Purchaser, Supplier shall be deemed to be the "Exporter of Record", and
shall have full and exclusive responsibility for the export thereof, including for obtaining any governmental license or authorization for such
purposes. Supplier acknowledges that it accepts this responsibility together with all associated costs for the export of the Goods, as well
as those related to the importation, among others, port storage costs, demurrage of containers, eventual inspections, customs expenses
derived from their eventual return, etc.
33.5 If as a result of any act, omission or failure of Supplier (including direct or through any individual, entity or intermediary destination) to
act in compliance with the foregoing shall result in Purchaser and/or Owner or their customers, including their Affiliates and all of their
auxiliaries involved in the transaction being subject to an investigation by any Authority or found to be in violation of Applicable Law,
including, without limitation, the imposition of an investigation by any Authority, including their Affiliates and all of their auxiliaries involved
in the transaction are subject to investigation by any Authority or are found to be in violation of Applicable Law, including, without limitation,
the imposition of fines and penalties, Supplier shall release, indemnify, defend, and hold those persons (including the banks involved)
harmless in accordance with the terms of Section 21. Neither Owner, Purchaser, nor any of the persons referred to in this paragraph
assumes any liability to Supplier or any other person for Supplier's or its Subcontractors' failure to comply with the obligations under this
Section or with export control laws, penalties, restrictions and embargoes applicable to the Purchase Order.
34. Confidentiality
34.1. Supplier shall not, without Purchaser's prior written consent, disclose to any third party any information obtained from or through
Purchaser in connection with the performance of the Purchase Order, nor disclose to any third party any information developed or
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obtained by Supplier during the performance of the Purchase Order.

34.2. Supplier shall treat the details of the Purchase Order as private and confidential and shall not disclose them to any third party.
Supplier shall not publish, permit publication, or otherwise disclose its participation in the Purchase Order or any details of the Goods in
any trade or technical publication, or by any other means, without the prior written consent of Purchaser.
34.3. The confidentiality obligations of this Section 34 shall not apply to information that:
a) is in the public domain at the date of disclosure, or has subsequently become public domain information through no fault of Supplier,
b) was already in Supplier's possession without breach of confidentiality obligations, or
c) has been independently developed by Supplier.
35. Intellectual Property

35.1. Supplier shall hold Purchaser and Owner harmless from all claims of any kind at any time arising by reason of infringement or
alleged infringement of patent rights and inventions, trademark or trade name, copyrights or other protected rights with respect to the
Goods, or any arrangement, system or method of use, repair or operation used by Supplier and its Subcontractors in the performance of
the Purchase Order, or as a result of Purchaser's or Owner's use or possession of the Goods. In the event of claims or legal action against
Purchaser or Owner, Purchaser and Owner shall have the rights and remedies set forth in Section 21.
35.2. All patent, royalty or license fees or charges payable to any entity in connection with such protected rights, whether payable in a
lump sum or otherwise, shall be paid by Supplier and are included in the Price.
35.3. If due to any infringement or alleged infringement of any such protected right as aforesaid, the Goods or any part thereof cannot be
used by Purchaser or Owner for all the purposes for which they were intended, Supplier shall, at its cost, replace or modify the Goods in
question so that they can be used.
36. Protection of Personal Data

36.1. Supplier declares that any processing of personal data of Supplier Group, Purchaser and/or Owner shall be carried out in
accordance with the provisions of the Applicable Law on the protection of personal data and shall:
36.2. Take appropriate technical and organizational measures, considering the risk and nature of the personal data, to prevent accidental
or unlawful destruction or accidental loss, alteration, unauthorized disclosure or access;
36.3. Ensure that, where any personal data is sent to a third party, it shall only transfer such personal data as necessary for the
performance of the obligations under the Purchase Order and provided that the transfer complies with the requirements of Applicable Law
regarding data protection; and
36.4. Unless Supplier is prohibited by law from doing so, promptly and, in any event, within twenty-four (24) hours, inform Purchaser if (a)
it detects or reasonably suspects that an unauthorized acquisition, access (including remote access), use or disclosure of Personal Data
has occurred, (b) it receives an inquiry or request in any form, for audit, access or inspection by a public authority with respect to the
processing of Personal Data that the other Party may have provided; (c) receives a request from a "data subject" requiring access to its
personal data to enable Purchaser to comply with Applicable Law; and (d) refrain from sharing, disclosing or making available the
personal data to third parties, except for reasonable access to personal data that Supplier's personnel may need to know on a
need-to-know basis for the sole purpose of fulfilling the Purchase Order, and provided that any personnel accessing the personal data
agree to process the personal data in accordance with Applicable Law.
37. Assignment
37.1. Supplier shall not assign, in whole or in part, the Purchase Order or the rights to collect in respect of the Purchase Order without the
prior written consent of Purchaser.
37.2. Purchaser reserves the right at any time to make any assignment in whole or in part of the Purchase Order to any third party
(including, but not limited to Owner), or of any benefit or interest in connection therewith, which assignment is hereby consented to and
accepted by Supplier.
37.3. Supplier hereby releases Purchaser from any and all actions or claims of any kind that may arise in connection with such assignment
of the Purchase Order. Once the assignment has been notified to Supplier, Supplier shall not be entitled to claim any compensation from
Purchaser.
38. Miscellaneous
38.1. In the Purchase Order, except where the context otherwise requires, words in the singular also include the plural, and words in the
plural also include the singular.
38.2. The Purchase Order represents the entire and exclusive agreement between the Parties and, except as set forth in Section 16,
supersedes and cancels all oral or written communications, negotiations, representations or agreements in connection therewith.
38.3. Purchaser's failure to claim damages for breach of the Purchase Order shall not constitute a waiver by Purchaser of any default by
Supplier, nor shall it constitute a defense to any action or claim against Supplier for breach of the Purchase Order. Failure or unreasonable
delay in giving any notice by Supplier shall forfeit any acknowledgment to which it may be entitled under the Purchase Order, provided that
its timely delivery to Purchaser shall not of itself create any obligation of Purchaser to make any acknowledgments to Supplier.
38.4 Each clause of the Purchase Order is severable. If any provision is found to be invalid, unenforceable or illegal under any existing or
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future court, arbitration, or by invocation of any applicable law, such illegality, invalidity, or unenforceability shall be excluded, and the
Purchase Order shall be construed and enforced as if such provision had not been a part thereof, and shall not affect the legality, validity,
or enforceability of any other provision thereof.
38.5. Notwithstanding the completion of the Purchase Order, any clause in these General Purchasing Conditions containing
representations, warranties, guarantees, releases, defenses, obligations, indemnities, and any clause relating to fees, tariffs, audits,
confidentiality, insurance, waiver of remedies, limitation of liability, ownership, or use or return of information, withholding and inspection
rights, dispute resolution and governing law, and all causes of action which have arisen prior to completion or termination, shall survive
indefinitely until, in accordance with their respective terms, they are no longer enforceable.
38.6. The preparation of the Purchase Order has been a joint effort of the Parties and the resulting agreement shall not be construed more
severely for one Party than for the other.
38.7. Except as provided herein with respect to Affiliates of Owner or Purchaser, nothing in the Purchase Order gives any rights to any
third party in relation to the Contracts (Rights of Third Parties) Act 1999, or similar legislation.
38.8. Nothing in this Purchase Order shall be deemed to constitute a partnership between the Parties, nor to constitute either Party the
agent of the other for any purpose. Supplier shall not have the authority to act for or on behalf of Owner or Purchaser, to bind Owner or
Purchaser, to extend any warranties, or to make any representations on behalf of Owner or Purchaser. Any contract that Supplier enters
into without the express written authorization of Owner and Purchaser does not bind Owner or Purchaser and constitutes Supplier's sole
obligation.
38.9. All notices, demands, demands and other communications required under the Purchase Order shall be in writing, in the language
indicated in the "Dispute Resolution" Section of the Special Purchasing Conditions, and shall be delivered to the other party personally or
sent by mail or e-mail to the address indicated for such purposes in the header of the Purchase Order (or to the address or address
indicated by written notice to the other party). Supplier acknowledges that the use of electronic communication shall be a valid and binding
method of communication and agrees that all notices, communications or other actions taken by it and Purchaser or Owner by such
means, including, without limitation, e-mail and/or electronically or digitally signed documents, satisfy any legal requirement, and Supplier
expressly waives any right to object to the validity or admissibility of any electronic message exchanged in connection with the Purchase
Order. Record of changes
Annex I
STANDBY No. XXX
Date: ____________
Irrevocable Standby Letter of Credit No. _____________ (hereinafter referred to as "Letter of Credit")
[Insert name of beneficiary]
[Insert address]
[Insert name of issuing bank] (hereinafter the "Issuing Bank") communicates to you that at the request of our client: (Insert name of
Originator) (hereinafter the "Originator") we issue this irrevocable, at sight, unconditional, divisible and transferable letter of credit No.
__________ in favor of [insert name of beneficiary] (hereinafter the "Beneficiary") under the following characteristics:
Amount: (Insert currency, amount in number and letter,)
Originator: (Insert name and address of originator)
Beneficiary: (Insert name and address of the beneficiary)
Term: (Insert local term)
Purpose of the Letter of Credit:
To guarantee [scope guaranteed] up to the amount of the Letter of Credit, the obligations of the Ordering Party assumed under the
Purchase Order [Insert name, Purchase Order Number or Purchase Order Reference] dated [day] of [month] of [year].
The request for payment shall be made in person or by mail, at the offices located at (address of the bank), during the hours of (Include
hours), or by e-mail to (Include e-mail).
The presentation of the request for payment must be in writing on the Beneficiary's letterhead and signed by the Beneficiary's
attorneys-in-fact, mentioning the reference number of the Letter of Credit and stating:
"A claim for payment in the amount of [insert amount claimed] is hereby made because [Name of Company] has failed to comply with its
obligations assumed under Purchase Order [Insert name, Purchase Order Number or Reference] dated [day] of [month] of [year]."
The Issuing Bank shall deliver the corresponding funds to the Beneficiary immediately upon receipt of the payment request, and shall do
so by bank transfer in immediately available funds to the bank account specified by the Beneficiary in the corresponding payment request.
Such payment shall be made even if there are objections from the Originator. The Beneficiary may not be required to justify or present
evidence of the non-compliance of the Originator that motivates the payment request, being the request in itself sufficient cause for the
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Issuing Bank to proceed as set forth herein.
Special Conditions:
+ All expenses and commissions arising from this Letter of Credit are for the account of the Ordering Party.
+ Partial payments and multiple presentations are allowed.
The Originator and the Beneficiary acknowledge that the Issuing Bank is obliged to comply with the laws and provisions applicable to the
prevention of operations with resources of illicit origin and financing of terrorism in the performance of any type of operations and/or
services offered to its clients, therefore it is acknowledged that any situation or event related to these issues shall be subject to the
provisions of the regulations in force on the matter.
The Issuing Bank undertakes to honor the payments as long as the presentation of the payment request is within the term of this Letter of
Credit.
The Originator may assign this Letter of Credit by giving prior written notice to the Issuing Bank, with the prior authorization of the
Beneficiary. The Issuing Bank, in turn, may assign the rights or obligations acquired by signing this Letter of Credit (including, but not
limited to, the obligation to make the payments set forth herein) to any person, to the extent authorized in writing by the Beneficiary.
This Letter of Credit is subject to the International Standby Rules of the International Chamber of Commerce Publication No. 590 (ISP 98).
This Letter of Credit shall be subject to and construed in accordance with the laws of [__].
Yours faithfully,
By:
Name:
Capacity:
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BUSINESS INTEGRITY AND TRANSPARENCY
1. The supplier and each of its agents, employees and subcontractors shall comply with (i) all
applicable anti-corruption regulations in force in the countries where the purchase order is
executed, made or awarded, (ii) with all regulations in force in the countries where the supplier
manufactures and delivers its products and/or provides its services, and (iii) with the standards
and principles stated in the Code of Conduct for Suppliers of purchaser (available at
https://www.techint.com/media/hjeheoll/techint-code-of-conduct-for-suppliers.pdf).
2. Regarding the transactions provided for in the purchase order, or those where the client
participates, the supplier undertakes not to transfer, grant, pay or give a thing of value, either
directly or indirectly, to any Public Official, employee of a state-controlled company, or
political party, with the purpose of getting a wrongful benefit or advantage. Likewise, the
supplier states that no portion of the money which was received as compensation, or otherwise,
has been or will be used to pay bribes in violation of the laws in force. The supplier represents
and warrants that the supplier, its agents, employees or subcontractors shall not make any payment
on behalf of purchaser without the previous authorization of purchaser.
3. For the purposes of this document, "Public Official" means (a) every official, employee or
person, whether elected or appointed, who holds a legislative, executive, or judicial office, or
who represents or acts on behalf of any state, government, or public international organization
(for example, the world bank or the united nations), every division, department, ministry, agency,
or instrumentality (including corporations or other entities owned, controlled, or operated for the
benefit) of such governmental authority, or (b) any political party, official of the party or
candidate for a public office. "Public Official" also includes a child, spouse, parent or sibling
of a public official. Whenever the term "Public Official" is used in this policy, it should be
understood that it includes all of the above, as well as the officials in any country where
purchaser does business or has representation. Companies or similar entities "controlled" by a
state or a government include any entity, regardless of its legal form, over which a state or
government may, directly or indirectly, exercise a controlling influence. This is deemed to be the
case, among others, when a state or government holds a controlling interest in the paid-in capital,
controls the majority of votes related to the share certificates issued by the entity, or may
appoint the majority of the members of the entity’s administrative or management body or the
surveillance body.
4. If the supplier detected any potential irregularity or infringement of the applicable Code of
Conduct for Suppliers, the supplier shall be entitled to use the confidential means defined in
purchaser’s Code of Conduct for Suppliers to report such irregularity or infringement to
purchaser’s internal audit department, by accessing https://www.bkms-system.com/TechintEC,
or calling the toll-free number corresponding to the country of the supplier, available at the same
web address.
5. The supplier shall keep, and provide purchaser when so required by the latter, complete and
accurate records of the amounts and beneficiaries of any payment made by the supplier on behalf of
purchaser. Upon request by purchaser, the supplier shall deliver a copy of such documents. Under no
circumstances can the supplier, its agents, employees or subcontractors make a payment to an
unknown third party.
6. The supplier represents and warrants that its owners, employees, agents and subcontractors are
not agents or employees of, or are otherwise affiliated to, any government or any governmental body
or entity and, as appropriate, the supplier shall always report to purchaser any change in this
respect.
7. The supplier shall respond quickly, honestly and in full to any investigation that purchaser may
undertake in relation with the supplier’s anti-corruption program and other controls related to
corruption, and the supplier undertakes to fully cooperate with any investigation made by purchaser
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on infringements to this clause about anti-corruption matters.
8. Purchaser keeps the right to audit compliance by the supplier with the commitments undertaken
within the framework of this Business Integrity and Transparency clause. The supplier shall allow
purchaser to investigate the background and all information about the supplier or its agents,
employees or subcontractors who are providing services related to the purchase order or to
implement, with respect to any of them, a due diligence process when deemed as timely and
appropriate. Likewise, the supplier shall update all the information provided to purchaser whenever
there is a change that may render such information false, inaccurate or incomplete.
9. The supplier shall supervise its own compliance, and that of its agents, employees or
Subcontractors, with the anti-corruption obligations assumed by virtue of the purchase order and
shall report to purchaser in writing any non-compliance or alleged non-compliance with the
anti-corruption obligations assumed by virtue of the purchase order, immediately after it has
learnt about such non-compliance. Likewise, the supplier shall immediately report to purchaser any
change in the circumstances that might render the guarantee stated in this section false or
inaccurate.
10. Any failure by the supplier to comply with the obligations stated in this clause shall entitle
purchaser to unilaterally terminate the purchase order, and the supplier shall not be entitled to
claim any compensation whatsoever, except for the products sold and delivered to purchaser or the
services provided, as appropriate, before the termination becomes effective.
COMPLIANCE LINE
In case supplier detects any possible irregularity, or any possible violation to the Code of Conduct
for Suppliers during the purchasing process, it may use the confidential means set forth in such
Code of conduct for suppliers to report such irregularity or violation to corporate audit
department, by accessing to https://www.bkms-system.com/TechintEC or by calling to the toll free
number of supplier's country included in that webpage.

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PURCHASE ORDER

Number Rev. Page Date

Currency: USD Delivery condition: See details in the notes

It. Material Description MU QTY Unit Price Total

NOTE OF ITEM (A)

Info record PO text

20 WSSID32L0030C3 Smawe8010-p1c3sch i3,2mm KG 400 9,60 3.840,00

Info record PO text

30 WSSFD50L0011C3 Smawe9010-gc3sch f5mm KG 4.200 8,88 37.296,00

Info record PO text

40 WSSFD40L0011C3 Smawe9010-gc3sch f4mm KG 500 8,95 4.475,00

Info record PO text

Purchaser: Martin Barboza Mail: mbarboza@wisdery.com.uy

It. Material Description MU QTY Unit Price Total

50 WFSID20L1001T4 Fcawaws e81t8-gt4sch i2mm KG 20.600 16,43 338.458,00

Info record PO text

60 WSSFD24L0010C3 Smawe9018-mh4rc3sch f2,4mm KG 350 8,63 3.020,50

Info record PO text

70 WSSFD32L0010C3 Smawe9018-mh4rc3sch f3,2mm KG 350 9,12 3.192,00

Info record PO text

80 WASFD32L0006S3 Sawaws class ea3ks3sch f3,2mm KG 8.500 7,21 61.285,00

Info record PO text

90 WASF00000007F2 Sawf9a6-ea3k-a3f2sch fna KG 28.500 3,30 94.050,00

Info record PO text

PAYMENTS & GUARANTEES SUMMARY

The order of priority, in case of possible discrepancies, is as indicated above.

5. Advance payment 100% prior to shipment against material for shipment.

9. Supplies or Services provided by Techint SACI

11. Inspection, Approval and Rejection of Materials and Works

12. Techincal Warranty

13. Origin of Goods Supplied.

14. Audit expenses.

General / Special Conditions of Purchasing

1. Acceptance of the Purchase Order

3. Conditions Precedent to Payment

4. Mandatory Labor Risk Insurance Requirements (ART)

GENERAL PURCHASING CONDITIONS - GPC

2. Applicability. Entire Agreement

c) Special Purchasing Conditions

3. Acknowledgment and Start of Performance

4. Scope of the Purchase Order

5. Supplier Representation and Warranties

8. Inspections and Tests

9. Preparation for Shipment

11. Site Conditions

12. Quality, Environment, Safety and Health

13. Prices and Payment

14. Performance Bond and Advance Payment Bond

16. Change Orders

17. Property and Risk

18. Reception of Goods

19. Technical Warranty

20. Liquidated Damages for delays and default

22. Loss of Margin, Incidental, Consequential and Indirect Damages

23. Withholdings and Deductions.

26. Termination for Default

27. Termination for Convenience