Siemens Industrial Ltd.

, RC BD SI DS, Dhaka-1212
Name Md.Abdul Malek
To, Department SI DS
N. R. GROUP Telephone +88 (02) 989 3536
House # 24, Road # 20, Block # K, Fax +88 (02) 989 5422
Banani, Dhaka, Bangladesh Mobile +88 (0) 1914 700153
E-mail malek.abdul@siemens.com
Internet www.siemens.com.bd
Your letter of
Our reference DS/0503/06/2021/146/AM-FA
Date 20.06.21

_ Sub: Price Offer for Supply of 110 Nos. PAC 3220 Multifunctional Meters.

Dear Sirs,

We write with reference to the above matter and we are pleased to enclose herewith price of our offered
equipment along with technical details as desired by you.

1.0 Price:

1.1 Quoted prices are in Ex-Works, Birulia, Savar, BDT according to Incoterm 2010 (Rev) and the Prices
is inclusive of prevailing Duties, Taxes, VAT and other relates cost as per National Board of Revenue,
Government of Bangladesh. The rate is subject to proportionate adjustment in the event of any
change/s in the duty structure declared by the NBR and the relevant tax laws of Bangladesh.

1.2 If Siemens undertakes to assemble or install/erect the Works, Purchaser shall bear all required
incidental costs, including, but not limited to travel expenses and daily allowances in addition
to the agreed price, unless otherwise agreed in writing.

1.3 Payments shall be made to the bank account notified by Contractor without any deduction,
including, but not limited to deductions of withholding tax.

1.4 Purchaser shall have no right of set off or lien on any amounts payable under this Contract.

1.5 Siemens shall be entitled to increase the Contract Price in the event of change in circumstances,
subsequent to the offer/bid, including but not limited to changes in FOREX rates, commodity
indices, wage rates, technical standards or manufacturing methods, laws or regulations, etc.,
affecting the conditions or performance of the Contract. In case of any increase of price Siemens
shall inform the Purchaser in writing.

1.6 Unless otherwise agreed in writing, the invoices shall be due for payment and shall be settled
immediately, without any cash discount or other deduction. If Purchaser is in default with respect to
the agreed terms of payment, it shall be liable, without reminder, to pay default interest, from the
due date of payment at a rate exceeding by 10% per annum of the current base lending rate of
interest per annum issued by the Bangladesh Bank.

1.7 If advance payment or the contractually agreed securities towards payment are not provided
in accordance with the terms of the Contract by Purchaser, Siemens shall, at its option, be

Confidential
Siemens Industrial Ltd. Postal address: Office address:
SI DS Siemens Industrial Ltd Laila Tower, 8th Floor
BU Head : Firoz Ahmed P.O. Box 6134 8 Gulshan Avenue
Gulshan, Dhaka 1212 Gulshan 1, Dhaka 1212
Bangladesh
Siemens Industrial Limited: Managing Director and Chief Executive Officer: Prasad Palsokar, Chief Financial Officer: Joti Jain Uddin,,

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entitled to adhere to or to terminate the Contract and shall in both cases be entitled to claim
damages.

Siemens’ scopes of works are strictly will be as per the attached price offer & the technical specification and
does not include the followings:

- Type testing for any equipment

- Training
- Progress reporting
- Any kinds of approval from any utility, authority, etc.
- Any kinds of installation, testing and commissioning works.

2.0 Validity of price:

This offer is valid up to 10th Aug’21 beyond which the same shall be subject to our further confirmation in
writing.

3.0 Origin: Germany

4.0 Delivery / Shipment:

4.1 Delivery shall be made within 3-4 months after receipt of technically and commercially fully clarified
order along with advance payment.

The order will be considered as being technically and commercially clarified after receipt of your approval
of the fundamental design within 1 (one) week after submission. The order is considered as being
technically clarified after receipt of your approval of Basic Drawings. Any kind of civil or modification
work is not within the scope of Point to Point working.

4.2 Commencement Date of the Contract: Commencement date or Effective Date Contract shall be from the
date of fulfillment of the following conditions-

(1) Signature of the contract by both parties.

(2) Siemens written confirmation of its acceptance of the purchase order and advance payment.
(3) Receipt of Purchaser’s Approval for Basic Drawings.

4.3 In case of delay in drawing/design approval by the Purchaser, the ordering to the manufacturer and
subsequent delivery of the consignment will be accordingly delayed and consequence of such delays
(Time, cost and others) will be borne by the Purchaser. Approval dates shall be considered freezing dates
for last modification. After this freezing date any modification is possible against variation order with
new delivery date only. If site is not ready or drawing/design not approved by the Purchaser in time, all
equipments for the project must be received by the Purchaser at their store with handover certificate and
payment of all dues to be made accordingly.

“As a result of the Covid-19 Virus temporary delays in delivery from our suppliers may occur.
Therefore, the delivery date (mentioned above) is non-binding. The delivery is subject to the correct
and punctual supply to ourselves and may have to be postponed. Also, we have to reserve the right
to partial delivery.”

5.0 Payment Terms:

For The Total Order Value:

5.1 50% of the order value to be paid along with the work order as advance.
5.2 Balance 50% shall be paid at least 15 days before the material delivery from Siemens Warehouse upon
submission of Invoice.
5.3 Partial payment against partial delivery / completion is to be allowed.

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Purchase Order to be issued for local part to the following address –

Siemens Dhaka Switch Board Factory (SDSF),

Akran, Biruilia, Savar, Dhaka – 1340, Bangladesh
C/O - Siemens Industrial Ltd.
Laila Tower (8 Floor), 8 Gulshan Avenue,
Gulshan – 1, Dhaka-1212, Bangladesh

6.0 Erection Insurance:

Insurance related to Erection and store to be arranged and covered by the Purchaser, if applicable.

7.0 Pre-shipment Inspection:

Pre-shipment inspection if required may be carried out by any international surveyor at purchaser’s cost.

8.0 Factory Routine and Acceptance Test

FAT is not included in our scope.

9.0 Warranty:

9.1 Warranty period shall be for a period of 12 months from the date of delivery of the material from
Siemens Warehouse. Upon written request of Purchaser, Siemens shall, at his option, repair any defect or
replace any Works or re-perform any services which turn out to be defective within the defects
liability period for any defect, which is due to circumstances that existed before the transfer of risk
occurred.

9.2 Purchaser shall immediately inspect the Works and shall immediately notify Siemens in writing of
any defects. If Purchaser does not notify Siemens in writing, the Works are deemed to have been
accepted with respect to such defects.

9.3 Purchaser may withhold payments on account of defects only if the legitimacy of the asserted
defects liability claim is established by Purchaser beyond reasonable doubt.

9.4 Siemens shall be given adequate time and opportunity to remedy the defect including grant of
working access to Siemens to the Works, including disassembly and reassembly, without cost to Siemens.

9.5 Siemens shall not be liable for defects which only insignificantly impair the use of the respective
Supply, unsubstantial deviations of the Works from the specification of the Works, natural wear and tear or
damage, arising after the transfer of risk, from faulty or negligent handling, excessive strain, use of
unsuitable appurtenances, defective installation or erection not carried out by Siemens, inappropriate
foundation or particular external influences not explicitly assumed to impact on the Works under the
Contract. Siemens shall not be either liable or responsible for the defects in the Works due to design in so
far as it proves that reasonable diligence, skill and care has been taken to ensure that the design
complies as required for the Works. Further Siemens shall not be liable for remedy the defect if
Purchaser fails to prove that it complied with all the instructions or recommendations contained in the
Operations and Maintenance Manual or other documentation of the original equipment manufacturer
and Siemens including but limited to the use of the Works, in places/areas not defined as suitable in
the said manuals or documentation.

9.6 Siemens shall not be liable if Purchaser or a third party carries out modifications or repairs.

9.7 Any liability for latent defects shall be hereby expressly excluded. Siemens grants to Purchaser
warranty for the repaired / replaced parts for a maximum period of 6 months from the date of such
repair and/or replacement, as the case may be. However, such additional warranty period shall not,
under any circumstances, exceed the original warranty period as per Clause 9.3 by more than six (6)
months.
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9.8 Any further rights and remedies of Purchaser as those as per this Clause 9 based on a defect,
in particular any right to terminate the Contract and obtain restitution or to claim damages shall be
excluded.
9.19 Siemens shall not be liable for installation, commissioning or remedying any defect in parts or
equipments or services provided by Purchaser or third parties, unless Contractor has explicitly undertaken
the repair of such specific defect in the Contract.

10.0 Installation, Inspection, Testing and Commissioning:

Quoted price includes installation, testing & commissioning charges. In order to ensure proper installation
of our products, we require installation of switchgear panels by certified personnel with oversight by
certified supervisor(s). Any installation performed by non-Siemens certified personnel or service providers
may lead to a void of warranty conditions.

11.0 Quality Control:

Siemens is the world leader in electrical and electronics equipment market for the last 150 years. Quality of
our products is strictly controlled in accordance to the Siemens AG, Germany guidelines and has been
awarded ISO 9000 certificate.

12.0 Export Control:

Siemens shall not be obligated to fulfill this agreement if such fulfillment is prevented by any impediments
arising out of national or international foreign trade or customs requirements or any embargoes or other
sanctions.

a) If Purchaser transfers goods (hardware and/ or software and/ or technology as well as

corresponding documentation, regardless of the mode of provision) delivered by Siemens or works and
services (including all kinds of technical support) performed by Siemens to a third party Recipient shall
comply with all applicable national and international (re-) export control regulations. In any event of
such transfer of goods, works and services Purchaser shall comply with the (re-) export control
regulations of the Federal Republic of Germany, of the European Union and of the United States of
America.

b) Prior to any transfer of goods, works and services provided by Siemens to a third party, Purchaser shall in
particular check and guarantee by appropriate measures that there will be no infringement of an
embargo imposed by the European Union, by the United States of America and/ or by the United
Nations by such transfer, by brokering of contracts concerning those goods, works and services or by
provision of other economic resources in connection with those goods, works and services, also
considering the limitations of domestic business and prohibitions on by-passing those embargos; Such
goods, works and services are not intended for use in connection with armaments, nuclear technology or
weapons, if and to the extent such use is subject to prohibition or authorization, unless required
authorization is provided; The regulations of all applicable Sanctioned Party Lists of the European Union
and the United States of America concerning the trading with entities, persons and organizations listed
therein are considered.

c) If required to enable authorities or Siemens to conduct export control checks, Purchaser, upon
request by Siemens, shall promptly provide Siemens with all information pertaining to the particular
end Purchaser, the particular destination and the particular intended use of goods, works and service
provided by Siemens, as well as any export control restrictions existing.

d) Purchaser shall indemnify and hold harmless Siemens from and against any claim, proceeding, action,
fine, loss, cost and damages arising out of or relating to any noncompliance with export control regulations
by Purchaser, and Purchaser shall compensate Siemens for all losses and expenses resulting thereof, unless
such noncompliance was not caused by fault of the Purchaser. This provision does not imply a change in
burden of proof.

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13.0 Transfer of Risk:

The transfer of risk is deemed to have taken place as soon as individual equipment is delivered Ex-
works (Incoterms 2010) or any other Incoterms if otherwise agreed between the Parties.

14.0 Title:

14.1 Ownership to the Works shall remain with Siemens until each and every claim against Purchaser to
which Siemens is entitled under this Contract has been duly satisfied.

14.2. For the duration of the retention of ownership, Purchaser shall be prohibited from giving the Works in
pledge or as security, and resale shall be permissible only in the ordinary course of business and subject to the
condition that Purchaser either receives payment from its customer or retains ownership so that the property
is transferred to Purchaser's customer only after fulfillment of his obligation to pay.

14.3. In case of seizure of the Works or similar acts or interventions by third parties which may result
in Siemens losing ownership to the Works, Purchaser shall inform Siemens immediately thereof in writing.

14.4. In cases of fundamental non-performance of contractual obligations by Purchaser, especially a delay in

payment, Siemens shall be entitled to take back the Works. The taking back, the assertion of the retention of
ownership or the seizure of the Works by Siemens shall not mean termination of the Contract and restitution,
unless expressly stated by Siemens.

15.0 Liquidated Damage:

If Siemens fails to complete the project within the period specified, Siemens shall be liable, as liquidated
damage, a sum equivalent to 0.25% of the contract price per week of delay, with a maximum liability of 5% of
the contract price. For the purpose of this clause contract price shall mean the relevant delayed part of the
contract, no liability for items imported by Purchaser. However, this provision shall not apply if the delay
occurs due to acts, negligence and/or omission of the purchaser, or unforeseeable or Force Majeure events, or
circumstances that are beyond the reasonable control of Siemens.

16.0 Prevailing Conditions:

In the event of any conflict or inconsistency between the terms and conditions of sale herein and the terms
and conditions contained in the Purchaser’s order or in any other form issued by the Purchaser, whether or
not any such form has been acknowledged or accepted by Siemens, Siemens’ terms and conditions herein
shall prevail. No waiver, modification / alteration of these terms and conditions shall be binding upon
Siemens unless made in writing and signed by a duly authorized representative of Siemens.

17.0 Limitation of Liability:

17.1 Except for the express warranties stated in the Contract, Contractor disclaims any other warranties,
implied or otherwise, including but not limited to implied warranties of satisfactory quality and fitness for a
particular purpose or otherwise. At all material times Siemens shall not be liable for any personal injury in
accordance with the applicable law. Under no circumstances Siemens shall be liable for: (a) indirect,
consequential, incidental, punitive or special damages; (b) loss of production, interruption of operations, loss of
profit or revenue, payment of interest and other financing expenses, loss of information and data and (c) loss of
or damage to property other than the Products.

17.2 Siemens’ total liability, whether pursuant to any indemnity or in contract, tort (including negligence and
breach of statutory duty) or otherwise arising by reason of or in connection with the Contract shall not
exceed in aggregate 10% of the original Contract Price."

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18.0 Compliance:

Siemens Bangladesh Ltd. is committed to conduct business according to all applicable laws and regulation,
the highest standards of business integrity and transparency. Siemens expect other parties who conduct
business with Siemens to understand the applicable legal and regulatory requirements as well as Siemens
commitment to ethical business conduct and anti-corruption. The violation of these requirements would
constitute a breach of agreement to be signed between/ among the parties and lead to its immediate
termination.

19.0 Intellectual Properties Rights:

19.1 Any drawings, designs, technical documents, know-how and confidential information whether
patented or nor submitted or furnished to you prior or subsequent to the effectiveness of the contract shall
remain the exclusive property of Siemens AG.

19.2 The purchaser shall not make use of such studies, drawings, documents, know-how and information
otherwise than for the purposes of the Contract, i.e. operating, maintaining, adjusting, and repairing the
Equipment supplied. The Purchaser also shall not without the prior written consent of the Contractor,
transmit, communicate or disclose them to any third party, either in whole or in part.

19.3 Siemens will not liable for violation or infringement of any intellectual property rights, patents,
copyright, trademark, trade secret, service marks, register design, design rights, and other intangible
properties of third parties(“Intellectual Property right”) by the Purchaser.
19.4 Claims of Purchaser shall also be excluded if the infringement of Intellectual Property Rights was
caused by specific demands of Purchaser, by a use of the Works not foreseeable by Siemens or by the
Works being altered by Purchaser or being used together with products not provided by Siemens.
19.5 If Siemens procure products and/or software or services from a third party upon being instructed by
the Purchaser, Siemens shall not be liable for any infringement of intellectual property rights of the same by
the third party.
19.6 Siemens will bear no liability if any violation of intellectual property rights occurs when Siemens
carries out maintenance services on any third party products and/or software upon being instructed by the
Purchaser.
19.7 It shall be deemed that the Purchaser has the rights to instruct Siemens to act upon their instructions.
19.8 Further rights and remedies of Purchaser other than those as per this Clause 19 based on an
infringement of third parties' Intellectual Property Rights; in particular Purchaser's right to claim
damages including consequential or indirect damages shall be excluded.

20.0 Returned Goods:

No goods may be returned to Siemens without Siemens’ prior permission. Siemens reserves the right to
decline all returns or to accept them subject to a handling/restocking charge. Even after Siemens has
authorized the return of goods for credit, Siemens reserve the right to adjust the amount of any credit
given to Purchaser on return of the goods based on the conditions of the goods on arrival in Siemens’
warehouse. Credit for returned goods will be issued to Purchaser only where such goods are returned by
Purchaser and not by any subsequent owner of the goods. Goods will be considered for return only if they
are in their original condition and packaging.

21.0 Cancellation Charge:

Orders accepted by Siemens are not subject to changes or cancellation by the Purchaser, except with
Siemens’s written consent. If the order is cancelled after award of the job by the Purchaser or if Siemens
terminate the contract due to the major breach of the contract by Purchaser, Siemens shall have the right to
charge 100% of the order value as order cancellation charges which shall be payable to us within 30 days of
the order cancellation as per below schedule:

Time passed after Contractual Works

Commencement Progress Status payable in termination
Date (% of Contract Price )
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After confirmation of order, before primary drawings for

1-2 weeks 10%
approval are issued
Primary Design has been approved, purchase order for
3-5 weeks 20%
major components not yet released
Purchase orders for major components and parts have
been released, in some cases already dispatched (need
6-8 weeks 50%
for acceleration activities, incl. vendors /freight to allow
delivery to be maintained)
Major components and parts received, metal and copper
9-12 weeks 100%
produced. Some assemblies may already be produced
All parts produced, all parts received, all documentation
>= 13 weeks 100%
completed

22.0 Patents and Design Rights:

The patent and design rights held by Siemens and relating to goods offered or supplied by Siemens shall
remain the absolute property of Siemens and Siemens designs and drawing shall not be reproduced or
disclosed without Siemens written consent. The Purchaser will not without Siemens written consent copy or
allow others to copy any drawings, goods or part thereof supplied by Siemens.

23.0 Force Majeure

If performance of any obligation under the Contract (other than an obligation of Purchaser to make
payment) is prevented, restricted or delayed by events including but not limited to any act of God,
natural disaster or catastrophic events such as epidemics, nuclear accidents, fire, flood, typhoons or
earthquakes, act or omission of government, impediments arising out of national or international
foreign trade and customs requirements, embargos, war, hostilities, riot, acts of terrorism, industrial
disputes (including strike, lockout, go-slow and work to rule actions) at either party’s premises or
elsewhere, failure or delay in source of supply of materials or equipment, explosion, accident or breakdown
of essential machinery or equipment or caused by the delay of a sub-supplier (such delay not being
the fault of Siemens) or by any cause (whether similar or not to any of the above events) beyond
the reasonable control of the party whose performance is affected, then that party shall be excused
from and shall not be liable for failure in performance to the extent of that prevention, restriction or delay or
its effects. The party wishing to claim relief by reason of any of the said circumstances shall notify the
other party in writing without delay on the intervention and on the cessation thereof.
In case of Force Majeure both parties shall take reasonable steps to minimize the consequence of such
an event.

Should any event of force majeure as stated above cause an increase in the cost or time required for
performance of any part of supplies and services, an equitable adjustment shall be made in the
compensation, the time required for performance and such other provisions as may be affected. In the event
of Force Majeure the delivery period shall be extended accordingly right after the occurrence of that event.

In the event of any force majeure, Siemens shall prepare and submit to the Purchaser an estimate of the
increase in the cost of supplies and services and shall also inform the Purchaser as to whether such condition
may require an extension of time to complete the supplies/and or services. A change order describing the
change or condition involved and the effect on the compensation and completion for the supplies and
services shall be agreed and signed by the Purchaser and Siemens. An acceptance and official confirmation of
Purchaser’s order by Siemens shall constitute the complete agreement, subject to the terms and conditions of
sale herein set forth, and shall supersede all previous quotations orders or agreements.

24.0 Confidentiality

24.1 Any information made available to Purchaser by Siemens in connection with this Contract shall be
treated as confidential. Purchaser shall use the information only for the purposes specified in this
Contract. This confidentiality obligation shall not apply to information which Purchaser can demonstrate,(a)
is already in the public domain or becomes available to the public through no breach by Purchaser of
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this confidentiality undertaking or (b) was in Purchaser's possession prior to receipt from Siemens without
a confidentiality undertaking or (c) has thereafter been legally obtained without confidentiality obligation
from others or (d) is independently developed by Purchaser who had no access to the information received
hereunder.

24.2 Purchaser agrees to appropriately instruct its employees having access to Information of Purchaser's
confidentiality obligations and to duly restrict access of such information to employees who have a need
to know it in their scope of employment. Purchaser agrees to carefully protect Siemens’s Information, and
to do this at least with the same degree of care used in protecting its similar information.

24.3 In the event Siemens has consented to the disclosure of Information to a third party by Purchaser,
Purchaser shall procure that such third party undertakes to be bound by the confidentiality obligations
imposed on Purchaser by this Contract and shall indemnify and hold harmless Siemens from any damage
incurred through the breach of said confidentiality obligation by the third party.

24.4 The obligations set forth in this Clause 19 shall survive any termination or expiration of the
Contract.

24.5 For collection, use and processing of personally identifiable or personal sensitive data or information
of Purchaser, Siemens shall comply with applicable laws and regulations on data privacy protection and
Siemens’s Data Protection Privacy Policy, which is available on Siemens’s web site (www.siemens.com).
Purchaser by agreeing to the terms and conditions in this Contract gives its consent to the collection, use,
processing and transfer of such personally identifiable data or personal sensitive data or information.

25.0 Arbitration

This contract shall be governed by and construed in accordance with the laws of Bangladesh. Any dispute,
controversy or difference which may arise among the Parties out of or in relation to or in connection with
this contract or for the breach thereof shall be amicably settled by consultation among the Parties. The
Parties will attempt in good faith to resolve any controversy or claim arising out of or in relation to this
contract by negotiations between senior executives of the Parties. If the Parties are unable to settle their
differences with regard to any dispute, or difference arising between the Parties relating to or arising out
of this Agreement, it shall be finally settled by Arbitration Act 2001 with the seat of arbitration at Dhaka.
The parties shall mutually appoint an Arbitrator. In case of a disagreement between the parties in this
regard, each Party shall appoint one arbitrator and the presiding arbitrator shall be appointed by the
selected two Arbitrators.. Each party submits to the jurisdiction of Courts of Bangladesh for the purposes
only of compelling compliance with the above arbitration provisions and for enforcement of any
arbitration award made in accordance with the above provisions.

26.0 Termination:

26.1 A party shall be entitled to terminate this Contract by written notice---

(i) if any proceeding is instituted against the other party seeking to adjudicate such party as
bankrupt or insolvent, or if the other party makes a general assignment for the benefit of its
creditors, or if a receiver is appointed on account of the insolvency of the other party, and, in the
case of any such proceeding instituted against the other party (but not by the other party itself), if
such proceeding is not dismissed within forty-five (45) days of such filing, or

(ii) if the other party is insolvent or itself files a petition seeking to take advantage of any law
relating to bankruptcy, insolvency, winding up or composition or readjustment of debts.

26.2. In the event any of the following occurs Contractor may at its option suspend the provision of its
obligations under this Contract:
(i) Purchaser fails to make payment of any amount within 30 days after it has become due and payable, or
(ii) Purchaser fails to perform its obligations necessary for Siemens to deliver or complete the Works, or
(iii) delivery of the Works is prevented by export restrictions for more than 3 months; or (iv) Purchaser is
insolvent or any proceeding as referred to above is instituted against Purchaser.
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26.3. In the event Siemens suspends the provision of its obligations Purchaser shall pay Siemens all additional
cost incurred due to such suspension. Siemens shall be entitled to take back the Works and Purchaser shall
be obliged to return the Works. The taking back, the assertion of the retention of ownership or of a security
interest or the taking possession through legal right or process of the Works by Siemens shall not mean
termination of the Contract and restitution, unless expressly stated by Siemens. Siemens shall have the
right to terminate the Contract if Works is suspended for more than 90 (ninety) days due to
Purchaser’s breach of Contract or Purchaser has otherwise materially breached the Contract. For the
removal of all doubt, non-payment beyond the period provided in Siemens’s invoice shall constitute a
material breach.

26.4. Notwithstanding any other provisions of this Contract, Siemens may terminate a part or the whole
Contract with 30 days written notice to Purchaser in case of Purchaser’s material breach under Clause
26.2 (i), (ii) or (iii).

26.5. Notwithstanding anything in this clause 20, in the event of suspension of the Contract for more
than 3 (three) months, Siemens shall always be entitled to adjustment of schedule, price, and payment
terms, which shall also take into account any time and effort required for the ramp-up of activities after
the end of the suspension.

26.6. In the event Purchaser wishes to have a right to suspend for convenience and this suspension for
convenience lasts for more than 6 (six) months, Siemens shall have the right to terminate with the same
compensation as for Purchasers’ termination for convenience.

26.7. In the event Purchaser wishes to have a right to terminate for convenience or the Contract is terminated
as per Clause 16.2 or 20.4 hereinabove, then Siemens shall be entitled to get paid for the entire original
scope of Works, less any costs and expenses not incurred, and any damages incurred due to the
termination. The provision in the previous sentence shall apply to suspension as well.

26.8. If Purchaser terminates for Siemens’s default, it shall do so only for material default and after a
lapse of reasonable cure period to remedy that defect. Purchaser shall be obligated to pay for the Works
already completed or delivered by Contractor.

27.0 After sales service:

After warranty period “after sales service” can be provided at Siemens’ standard valid rate and on mutually
agreed terms and conditions.

28.0 Purchaser’s Obligations

Unless otherwise agreed in writing, assembly, installation, commissioning and testing of the Works or any
portion thereof outside Siemens’s own workshop or factory shall be subject to the following provisions:

28.1 Purchaser shall provide at his own expense and in a timely manner, necessary access to site,
all earth-moving and construction work and other ancillary services not specific to Siemens's trade
as well as the necessary skilled and unskilled labor, materials and tools, the equipment and
materials necessary for assembly, installation and commissioning such as scaffolding, lifting equipment
etc., electrical and other energy including but not limited to fuels and lubricants as may be required and
water at the point of use, connections, heating and lighting, necessary infrastructure including but not
limited to suitable, dry and lockable rooms of sufficient size at the site for storage of machine
parts, apparatus, materials, tools etc. and adequate working and recreation rooms for the assembly
personnel including appropriate sanitary facilities.
Furthermore, Purchaser shall take all measures it would take for the protection of its own property to
safeguard the property of Siemens and of Siemens’s personnel, protective clothing and protective
devices which are needed because of particular conditions on the site, all accident prevention
measures necessary to protect both Siemens as well as Siemens's personnel, all health and safety
measures required to protect Siemens’s and its subcontractors’, if any, personnel on the site.

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a) Comprehensive assistance with regard to obtaining import, export and customs clearance for
personal belongings and good of Siemens’s and its subcontractors personnel and of the
equipment, tools and goods required for the Works;

b) Comprehensive assistance to Siemens’s and its subcontractor’s personnel for obtaining visas, work
and residence permits to the extent required for the carrying out of the Works as well as with
regard to any permits required for leaving the country .

28.2 Before the start of the Works, Purchaser shall make available at its own cost and expense all
necessary information concerning the location, including but not limited to concealed electric, power, gas
and water lines or of similar installations; as well as inform about all required data concerning static
and sub-surface conditions of the site, environmental regulations, waste, contamination and presence
of asbestos, and provide all necessary materials and equipment to start work at the site and carry out all
preparations to such a point that the assembly, installation, commissioning or testing can be started as
agreed and carried out without interruption. Access roads and the site shall be paved and clear and
prepared for assembly, installation, commissioning or testing of the Works.

28.3 In case there is any variation in the site condition or work front availability or the parameters
mentioned in Clause 28.2 by Purchaser , then any liabilities arising out of the same and any additional
costs incurred by Siemens for completion the Works will be payable by Purchaser. In the event of any
suspected presence of asbestos, Siemens shall inform the lower limit values and Purchaser shall be
responsible to provide an asbestos-free environment in accordance of Siemens’s limit values. Siemens
reserves the right for any suspension / termination in cases of any violating conditions or the parameters
and shall not be liable for the same.

28.4 If the Works or part thereof is delayed by circumstances for which Siemens is not responsible, Siemens
shall be entitled to an equitable adjustment in schedule, price and other pertinent conditions of the
Contract.

28.5 Purchaser acknowledges that the performance of the Works at the site, if any, may involve the
generation of hazardous waste as such term is defined in the applicable law (hereinafter referred to
as “Hazardous Waste”). In the event that the Works needs to be performed on site or close to the site
Purchaser shall at its expense furnish Siemens with containers, which meet all relevant legal
and/or regulatory requirements for Hazardous Waste use and shall designate a waste storage facility at the
site where such containers are to be placed by Siemens. Purchaser shall handle, store and dispose of
Hazardous Waste in accordance with applicable law(s).

28.6. The Purchaser shall ensure that all occupational safety and health requirements as per the latest
versions of The Factories Act or Building and Other Construction Workers(Regulation of Employment
& Conditions of Service) Act/Rules and other Statutory regulations, as applicable, are strictly complied
with at all times. At no point of time, the health and safety of the personnel, deployed by Siemens in the
Purchaser’s premises, shall be subjected to any hazards/risks due to acts by the Purchaser or any third party.
In the event of any hazards/risks to personnel deployed by Siemens, the same shall be informed to the
Purchaser by Siemens and all activities shall be suspended till the time the hazards/risks are
removed by the Purchaser with no contractual liabilities on Siemens.

28.7. Purchaser agrees to defend against and shall indemnify Siemens and its subcontractors and
hold harmless from and against any claims, losses or damages any employee of Siemens or its
subcontractors or any other third party may demand from Siemens or his subcontractor and arising out of
the realization of any Purchaser Health or Safety Risks or the disposal of any waste Purchaser is responsible
for.

28.8. Purchaser shall take full responsibility for the health and safety of Siemens’s as well as subcontractors’
employees and personnel hired by Siemens from third parties for carrying out the Works at Purchaser’s site.
“Site” in this clause 28 shall include the immediate surroundings adjoining or bordering or adjacent to
Purchaser’s site.

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28.9. Purchaser acknowledges and agrees that Purchaser is responsible for compliance with all applicable
laws and regulations pertaining to health and safety. Purchaser shall indemnify, defend and hold
harmless Siemens from Purchaser’s failure to comply with the applicable health and safety laws and
Purchaser shall be responsible for any incident resulting in death or personal injury or disablement of
Siemens’s employees resulting from any act or omission of Purchaser, including non-adherence of
applicable health and safety laws.

28.10. Purchaser shall certify to Siemens at weekly intervals the hours worked by Siemens’s assembly
personnel and shall promptly confirm in writing the completion of the Works.

28.11. If, after completion, Siemens requests acceptance of the Works, it shall be carried out by
Purchaser within two weeks of Siemens’s request, failing which the Works shall be deemed to be
accepted. Acceptance is also deemed to have taken place if the Works are put to use by Purchaser.

29.0 TAKING DELIVERY

29.1. Notwithstanding Clauses 9 and 30, Purchaser shall be entitled to refuse acceptance of Works
only if the Works are substantially defective, and Purchaser notifies Siemens thereof within 3 days of
delivery of such Works.

29.2. Upon taking delivery or receipt, Purchaser shall check the Works and shall notify the last carrier with a
copy to Siemens of any damage caused to the Works by the transport or objections regarding forwarding or
transport with sufficient documentary evidence.

30. 0 ACCEPTANCE

30.1. Notwithstanding Clause10.1, Purchaser shall accept the Works including engineering, factory
test, erection, assembly, commissioning and testing separately upon their respective completion.

30.2. In the event the Works comprises the delivery of hardware, its complete assembly and erection
as well as the commissioning of the Works outside Siemen’s own workshop or factory the Works or said
portion thereof shall not be deemed to be completed until accepted by the Purchaser.

30.3. Notwithstanding Clauses 30.1 and 30.2, acceptance of Works comprising services including but
not limited to scheduled outage services or maintenance services, irrespective of whether or not such
services comprise the installation or provision of hardware or software, shall be deemed to be given after
performance of the respective services.

30.4. If, after completion, Siemens requests acceptance of the Works or a part of thereof, Purchaser shall
provide written acceptance within two weeks of request. However, the Works shall be deemed to
be accepted if Purchaser refuses acceptance, but does not give written reasons therefore within 2
(two) weeks or does not respond within 2 (two) weeks of request. Purchaser’s reasons shall at least detail
the Works, Purchaser regards as unfinished or substantially defective. The Works or any part of it is also
deemed to be accepted if put to use by Purchaser.

30.5. Purchaser shall not be entitled to refuse acceptance in case of a) defects which only insignificantly
impair the use of the respective Works, b) minor deviations of the Works from the specification of
the Works, c) defective installation or erection not carried out by Siemens, or d) inappropriate
foundation or particular external influences not explicitly assumed to have an impact on the Works (e)
part identification numbers of the Works or parts thereof differs from those of the parts originally
installed or ordered due to technical developments.

30.6. As long as a defect of the Works is capable to be remedied and Siemens does not definitely refuse to
undertake the required remedial efforts, Purchaser shall not be entitled to refuse acceptance of the
Works.

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30.7. If Works or any portion thereof is ready for delivery or performance and cannot be delivered
or performed due to reasons beyond Siemens's control, acceptance shall be deemed to have taken
place upon Siemens's notification to Purchaser of readiness for delivery or performance.

30.8. In the event performance tests, functional tests, and/or trial runs are to be carried out by Siemens
after the Works has been accepted pursuant to Clauses 29 and/or 30.3, 30.4 and 30.6, any acceptance
already granted to the Works shall not be affected by any failure to pass said tests.

30.9. All costs and expenses for activities of Purchaser or any third party with regard to inspections,
tests, approvals, acceptance procedures and the like shall be borne by Purchaser.

30.10. It is hereby confirmed and agreed to between the parties that no consent or acceptance shall be
unreasonably delayed or withheld by Purchaser. If Purchaser, despite timely advance notice from
Siemens, does not a) carry out inspection; b) participate in acceptance tests; c) issue dispatch
clearance or convey consent or acceptance or approval within 14 days of receipt of the notice, or other
stipulated and agreed time, the same shall be deemed to have occurred.

In that case transfer of risk of loss & damage, commencement of warranty/defect liability period and
payment obligations of Purchaser shall commence. This provision shall mutatis mutandis apply to
clauses, including but not limited to, pertaining to acceptance of equipments, payment
obligations, issuing of certificates (inspection, test, dispatch clearances, etc.) and warranty obligations.

31.0 Change Order

31.1. If Purchaser desires any variations in any part of the Works, notice and nature/form of variations
in writing shall be given to Siemens by Purchaser, before taking over so as to enable Contractor to make
necessary arrangements and/or procedures, and to enable Parties to reach the mutual written consent as to
time schedule and extra costs, and in case the supplies have been shipped or the equipment is already
manufactured or in the course or manufacture, or any matter done or drawings or patterns made that
require to be altered, a reasonable sum to be mutually agreed in this respect and shall be paid by
Purchaser.

31.2. Purchaser shall notify Contractor of the nature and form of the requested variation relating to
the Works or part thereof. After having received a variation notice, Siemens shall submit to Purchaser within
reasonable time:

(a) work description, if any, to be performed and time schedule for its execution;
(b) Siemens’s proposal for any necessary modifications to time-schedule or to parties obligations under
the Contract, and
(c) Siemens’s proposals for adjustment to the Contract Price.

31.3. If Purchaser wishes that the requested variation shall be carried out, Parties shall agree upon a
variation order clearly identifying the work to be performed, the price adjustment and the extension of
time and as the case maybe, the adjustment of other obligations of Siemens under the Contract. Siemens
shall proceed with the necessary changes only upon a confirmed and valid change order.

31.4. All extra costs due to variations shall be paid by Purchaser and such amount as agreed upon.

32.0 Transfer/Assignment

32.1. The rights and obligations of each Party under this Contract may be assigned, novated,
subcontracted, or otherwise transferred directly or indirectly to the third party only with the prior written
consent of concerned party. Such consent shall not be unreasonably withheld by the party.
Notwithstanding the aforesaid, Siemens may assign, transfer, subcontracted all or part of this Contract
to any of its affiliated company or to any company, which is a member of Siemens AG Group. Purchaser may
transfer its right and/or delegate its duties under this contract only with the prior written approval of Siemens.

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32.2. Prior to the assignment, novation, or transfer to a third party of any rights and obligations, Purchaser
shall obtain written assurances from its contracting party or, as the case may be, the transferee with
respect to the limitation of and protection against liability in favour of Siemens, at least equivalent to
the limitation afforded to Siemens in Clause 17. Purchaser shall indemnify and hold harmless Siemens
against any liabilities incurred by Siemens in excess of those that would have been incurred had Purchaser
fulfilled its obligation arising out of this clause.

33.0 Permits and Approvals

33.1. All licenses/certificates from Government Authorities/Electricity Board/PWD/other relevant authorities,

authorizing the Works to be executed/ certified, shall be procured by Purchaser.

33.2. Siemens will obtain permits / approvals which are required to be obtained in its own name for
completion of the Works. Purchaser will furnish its Sales Tax (VAT) Road Permits/Way Bills in the
prescribed Form as may be applicable in the State under the relevant VAT law, or shall obtain such
Road Permits/Way Bills from its Consignee and furnish the same for enabling smooth entry of goods
into the State where delivery is to be affected. Unless expressly stated in this Contract all other
permits / approvals are to be obtained by Purchaser.

34.0 Independence of Contracts

Each contract awarded by Purchaser on Siemens shall be treated independently of any/all other
contracts which Purchaser has placed/ may place on Siemens. In other words, there shall be no inter
connection either technically or commercially including retention/deduction/set off of payments of any
nature related to other contracts between Purchaser and Siemens and this contract.

35.0 Training

The price quoted does not include training of Purchaser’s personnel.

Thanking you and assuring you of our best services and cooperation at all times we remain,

Yours sincerely,

Digitally signed by Mahmud Syed Digitally signed by Sayeem Md.

Mahmud Arif
DN: cn=Mahmud Syed Arif,
Abu
DN: cn=Sayeem Md. Abu,
o=Siemens,
email=abu.sayeem@siemens.com
o=Siemens,
Syed Arif
………………………………………………
email=arif.mahmud@siemens.com
Date: 2021.06.21 08:07:36 +06'00'
Date: 2021.06.20 16:53:21
+06'00'
………………………………………………
Syed Arif Mahmud Md. Abu Sayeem,
Vice President - Sales Head of FIN, SI DS
Siemens Industrial Ltd. Siemens Industrial Ltd.

Encl: Price offer with Technical

Alam Digitally signed by Alam Farhana

DN: cn=Alam Farhana,
o=Siemens,

Farhana email=farhana.alam@siemens.com
Date: 2021.06.20 14:26:19 +06'00'

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