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EPS/QMSF-7211-2, Rev. 2

ELECTRICAL POWER DISTRIBUTION BOARDS & SWITCHGEAR LTD(EPS)

PROJECT

MODREHMANSG & S/S

CLIENT

DAR AL SALAM

OFFER REF.

P16.035.1A

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Client: DAR AL SALAM EPS Offer No: P16.035.1A

Project: MOD-REHMAN- SG & S/S Date: 17-Jan-2016

Rev: 1A 2 of 25

This document is strictly confidential and the exclusive property of EPS and neither be used nor disclosed to other parties.

REVISION DATE NAME NATURE OF MODIFICATION

1A 17-Jan-2016 SKB First Offer

Muhammad Wasif Emmanuel BoyerDepartment Manager -Contracts-ETO VP-EPSA

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TABLE OF CONTENTS

ArticleNo.

Descriptions Page No.

1.

TERMS AND CONDITIONS ........................................................................................................................4

2. BILL OF PRICES ...........................................................................................................................................5

3. SCHNEIDER ELECTRIC PROJECT MILESTONES ................................................................ ..............6

4. COMMENTS AND DEVIATIONS ............................................................... ................................................7

5. EXCLUSIONS ................................................................ ................................................................. ................8

6. TECHNICAL OFFER ............................................................... ................................................................. ....9

6.1.STATEMENT OF COMPLIANCE ..............................................................................................................9

6.2.ITEMS # 01 - 13.8KV MV SWITCHGEAR MCSET QTY: 01 .......................................................... ....9

6.3.TECHNICAL SPECIFICATION .............................................................................. .................................. 10

7.

LETTER OF CREDIT FORMAT ................................................................. .............................................. 16

8. SCHNEIDER ELECTRIC SERVICES PORTFOLIO ........................................... .................................. 18

9. GENERAL CONDITIONS OF SALE............................................................. .............................................. 19

1- DEFINITIONS ....................................................... ................................................................. .............. 19

1- SUBJECT MATTER.......................................................... ................................................................. .. 19

2- SCOPE OF SUPPLY AND SERVICES ............................................................. .................................. 193- VALIDITY PERIOD ........... ................................................................... .............................................. 19

4- PRICE .............................................. ................................................................... .................................. 19

5- EQUIPMENT DELIVERY .......................................................... ......................................................... 19

6- PAYMENT CONDITIONS ........................ ................................................................... ....................... 20

7- RESERVATION FOR TITLE. ............................................................... .............................................. 20

8-

COMING INTO FORCE ........................................................................ .............................................. 20

9- TIME FOR COMPLETION ......................................................... ......................................................... 20

10- DRAWINGS AND DOCUMENTS ...................................................................................................... 20

11- SHIPMENT RELEASE ....... ................................................................... .............................................. 20

12- PACKING ............................................................................................... .............................................. 21

13- SITE SERVICES.................. ................................................................... .............................................. 21

14- INSPECTION AND TESTSFINAL ACCEPTANCE ......................................................... .............. 21

15- TECHNICAL WARRANTY ................................ .................................................................. .............. 22

16- VARIATIONS ............................................ ................................................................. ......................... 22

17- SUSPENSION ........................................................ ................................................................. .............. 22

18- CONFIDENTIALITY ......................................................................................... .................................. 23

20- LIMITATION OF LIABILITY ............................................................... .............................................. 2421- TERMINATION .......................................................................... ......................................................... 24

22-

FORCE MAJEURE.......................... ................................................................... .................................. 25

23- APPLICABLE LAW - DISPUTES - ARBITRATION................ ......................................................... 25

24- CONTRACTUAL LANGUAGE ..................................... ................................................................... .. 25

25- AGREEMENT ................................................................. ................................................................... .. 25

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1. TERMS AND CONDITIONS

This offer is based on General Conditions of Sale reference enclosed herewith.

# DESCRIPTIONS VALUE OR OTHER DATAPLEASE REFER

TO GCOS

1 Total price (in SAR)

SAR 1,112,000.00

One Million One Hundred & Twelve

Thousand Saudi Riyals only

5 & 6

2 Prices validity after PO/Contract12 Months from PO/Contract date (Beyond this

period EPS has the right to modify all prices)10

3 Validity (from offer date) 4 Weeks 4

4 Incoterms Ex-work EPS 5, 6

5 Delivery period22-24 Weeks from drawing approval and cominginto force whichever is later

6

6 Delivery conditions

The delivery time mentioned above is based on:

A technically clear order, within the validityperiod of this quotation comprising full and

final information allowing us to start and

proceed uninterrupted with design and

production. The above delivery time is given in good faith,

based on present indications of workshoploading and must be confirmed when placing

an order.

Any delay in payments will delay the deliveryschedule.

7 Payment Terms30% Down payment;Balance 70% (10% at approval+60% prior todelivery)

7

8 Coming into forceContract signature or PO acceptance and Downpayment receipt

9

9 Warranty18 months from the date of delivery or 12 monthsfrom the date of completion of site testing &

commissioning.

16

10 Site services ratesInst. Supervisor = 700SAR/HourTesting Engr. = 700SAR/HourTesting Asst. = 270SAR/Hour

14

11 Cancellation Charges

- Following cancellation charges are applicable.

- 10% - Order received, work not started, materialnot ordered.

- 30% - Drawings for approval submitted.

- 60% - Approved drawings returned .Job release formanufacture.

- 80% - Material accumulated and production started.

- 100% - Manufacturing completed.

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2. BILL OF PRICES

1 - Main Price

ITEM# DESCRIPTION QTYUNIT

PRICE

(SAR)

TOTALPRICE

(SAR)

1

MCSET , Metal-Clad,EVOLIS Air-insulated, Indoor IP4X, RAL 9003,13.8kV, 3P, 3W, 60HZ, 1250A @ 40C, 25kA/1sec consisting of:

06 x AD2 Cubicles VCB CB 630A (EVOLIS) Incomers.04 x AD2 Cubicles VCB CB 630A (EVOLIS) Outgoing feeders01 x TT2 measurement & earthing cubicle.

Approximately dimensions (2300 Height X 1725 Depth X 7700 Width)mm for tender purpose only.

1Lineup

1,112,000 1,112,000

TOTAL PRICE as based on comments & deviations, exclusions and technical scope

mentioned in article 3, 4 & 5Ex-Work EPS (SAR) 1,112,000

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3. SCHNEIDER ELECTRIC PROJECT MILESTONES

The delivery time tabulated below is based on:

A technically clear order, within the validity period of this quotation comprising full and

final information allowing us to start and proceed uninterrupted with design andproduction.

The above delivery time is given in good faith, based on present indications of workshoploading and must be confirmed when placing an order.

Any delay in payments will delay the delivery schedule.

3.1. Non-SEC MC7

No Milestone DescriptionPre-

requisiteDuration Responsible

0 PO / Contractreceived

Valid SEoffer

T0 Client

1 PO

Acknowledgment /acceptance

Acknowledgement by EPS / receipt ofAcknowledgment /acceptance by client

PO T0+ 1W Both Parties

1 Base designsubmission

(BDS)

Including Single line diagram, Civil lay outetc.

PO Ack. T0+4W EPS

2 Base designapproval

(BDA)

Signed and stamped approval to proceedwith manufacturing from Client

BDS T0+7W Client

3 Equipment readyfor FAT (ERF)

Detailed design approval from client,equipment manufacturing +FAT

BDA T0+31W EPS

4 Equipment readyfor despatch

Packing ERF T0+33W EPS

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4. COMMENTS AND DEVIATIONS

1. Offered equipments are complying with relevant IEC standards. SEC/NEMA/ANSI/IEEE standards

are not considered.

2. We received the below mentioned documents along with the inquiry from your side:

Single line drawing file

3. Offered equipments are based on our standard products & mentioned tech specifications in the

BOQ for this requirement with below mentioned comments and deviations.

4. Degree of protection is IP 4X.

5. Bottom cable entry is considered for all feeders.

6. Main busbars are bare copper and PVC insulated.

7. We proposed our multifunction relay (SEPAM, 80) and no separate relays will be provided.8. Finished colour of offered panels will be RAL9003.

9. Electrical Interlocking of Generator incomer and Seco Incomer is foreseen in our offer. ATS

via PLC is not consider in our offer. If required, variation will be applied.

10. Differential protection is not included in our offer.

11.For Generator incomers, Synchrocheck module / feature is available in Sepam 80.

Synchronizing panel or Paralleling of generator incomers, in case of any is out of our scope.

12.All Quoted Breakers are VCB EVOLIS type. Circuit breakers are with motor operating mechanism.

13.No VTs is foreseen in outgoing feeders. VTs will be provided only in incoming feeders, bus

earthing panel.

14.We have considered 2-core CTs for metering & protection with 5A secondary.

15.CV/VT exact parameters will be decided during design stage as per calculation

16.VT fuses are drawout out type. However, VTs are bolted type & can be taken out for

replacement/maintenance.

17.Separate lockout relay is not considered in our offer.

18.Digital Power meter is considered in incoming and outgoing feeders. Separate Voltmeters and

Ammeters are not considered.

19.Termination kits are not included in our offer.

20.We have considered standard routine tests. We will submit test reports for these tests.

21.Any requirement other than what is mentioned in our proposal will be subject to our confirmation.

22.Any technical changes in our proposed offer mentioned in the scope of supply, variation will be

applied.

23.Our offer is strictly limited to the bill of prices listed in article 2.

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5. EXCLUSIONS

1. SCADA / BMS Systems.

2. Supply of auxiliary Power.

3. Transformers MV, LV cable boxes.

4. Type Test repetition

5. Labour on site such as Site assembly and connection

6. Installation supervision, Testing and Commissioning.

7. Site Installation works.

8. Remote Control and Indication

9. Cables, Cable termination kits, cable lugs and crimping tools

10.AC Auxiliary Power supply and AC boards

11.DC Auxiliary Power supply and DC boards

12.Site civil work

13.Any modifications works in other non-Schneider equipment

14.Any remote end modifications or site interfaces with existing equipment

15.Short Circuit and Coordination Study

16.Obtaining any approvals from SEC or other authorities

17.Spare Parts

18.Travel and accommodations costs of end clients personnel, or any non-Schneider personnel

19.As a general remark, all equipment which are not explicitly mentioned in our offer.

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6. TECHNICAL OFFER

6.1.STATEMENT OF COMPLIANCE

NA.

6.2. ITEMS # 01 - 13.8KV MV SWITCHGEAR MCSET QTY: 01

MCSET, 13.8kV, 60Hz, Metal-clad, Air-insulated, Indoor IP4X, RAL 9003, 3P, 3W, 1250A, 25kA/1sec.,40C , Altitude

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6.3. TECHNICAL SPECIFICATION

MCSET SWITCHGEAR TECHNICAL SPECIFICATION

GENERAL DESCRIPTION

This offer is for the supply of MCset equipment for indoor installation.MCset is a range of functional units each made up of:

a prefabricated air insulated panel in a metal enclosure of the Metal clad type

withdrawable switchgear using SF6 as the breaking medium (circuit-breaker, contactor),

a protection and control system including a SEPAM protection and control unit, current and voltagetransformers, and auxiliaries.

MCset offers a number of significant advantages, in order to reply efficiently to even the most stringent of

requirements: all commissioning and operations can be carried out from the front of each functional unit, allowing them to

be installed directly against a wall, no rear access corridors are therefore required

all operations are carried out with the envelope closed (i.e. CB extraction with door closed)

full internal arc protection according to all 6 criteria defined in the AA appendix of the IEC 298 standard

simplification of development and increased reliability through the use of functional units, made up ofelements manufactured by MERLIN GERIN which are designed to function together

very low maintenance cost and service continuity reinforced by the internal watchdogs in each functionalunit

simple and safe operation through the use of coloured mimic diagrams and a comprehensive range of

internal security functions and interlocksAPPLICABLE StandardsThe equipment proposed in this offer has been designed, manufactured, and tested according to the relevantIEC recommendations

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Characteristics according to IEC standards

General characteristics

Architecture In metal enclosures, Metal clad, air insulated

(IEC 298)

Internal arc protection 25kA/1sec according to the IEC, accessibility classA. Room height should be more than 4 meter.

Protection degree IP4X (IEC 529)

Normal service conditions : Indoor equipment (IEC 294) Temperature :

- min - 5C- max +40C- average over 24 hours +35C Altitude below or up to 1000 m Humidity- over 24 hours less than or equal to 95 %- over 1 month less than or equal to 90 %

Electrical characteristics of the switchboard

I tem I

Service voltage kV 13.8

Insulation level :

Rated voltage kV 17.5Rated insulation level at power frequency kV rms 38Peak withstand voltage (1,2 / 50 s) kV peak 95

Rated frequency (power frequency) : Hz 60Hz

Short time withstand current :

1sec withstand current kA 25

Peak withstand current kA peak 63Busbar rated continuous current A 1250

EARTHING SYSTEM:

Our proposal applies to a network earthed by adjusted resistance or directly earthed

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AUXILIARY VOLTAGES

for HV circuit-breaker charging motor XX VDC

for HV circuit-breaker closing-opening release XX VDC

for protection relays XX VDC

for panel anti-condensation heater 220 V 60 Hz

for LV compartment lighting 220 V 60 Hz

for motor anti-condensation heater 220 V 60 Hz

GENERAL DESCRIPTION OF THE MC-set PANEL RANGE

Panels

The panels are of the Metal-clad type as per the IEC 298, i.e.:

The external enclosure and inter-compartment partitions are metal and are earthed

Earthed steel shutters, cover the fixed contacts whilst switchgear is disconnected

Each panel is made up of 4 electrically independent compartments, described below:

Switchgear compartment

This compartment is closed by a door and contains:

The breaking or switching unit, in either the disconnected, in service or test position

The units disconnecting / connecting mechanism

The shutter opening / closing mechanism

The connecting plug for the units electrical control signals

Lower compartment

In accordance with the type of cubicle this compartment may contain:

The MV cable connection pads or the lower busbars

The capacitive dividers which indicate voltage presence The earth switch (with making capacity)

The current transformers

The compartment containing the voltage transformers withdrawable by means of their withdrawable fuses

Busbar compartment

It contains:

The main busbars

The bushing which also serve as busbar supports

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The low voltage compartment

It contains:

The protection and control unit The control synoptic

The test plugs

The low voltage auxiliaries, including the MCBs

Switchgear unit

LF circuit-breakers

The circuit-breakers use SF6 as insulating and interrupting medium and are of the sealed pressure system typein accordance with IEC definition, i.e. no need for SF6 refilling throughout the life of the unit, predicted asbeing 30 years.It is equipped with an electrical stored energy operating mechanism, opening and closing mechanisms and

auxiliary contacts for position indication.The circuit breaker can be positioned as follows:

in the service position ("connected") in the switchgear compartment,

in the test position ("disconnected") in the switchgear compartment,

in the withdrawn position ("extracted") by means of a truck which also enables the unit to be lowered toground.

Cable Earthing

Cable earthing is achieved by means of an interlocked earthing switch located in the cable compartment andoperated from the front of the panel.

The earthing device is of the quick make type, and is able to make against the rated short-circuit current.

3 lamps situated next to the operating handle of the earthing switch, and connected to capacitive dividers,indicate whether cables are live or not.

Busbar Earthing

Busbar earthing is achieved by the earth switch provided in busbar VT panel.

Protection and control system

Each functional unit in the MCset range is equipped with a protection and control system adapted to thefunction required. The standard system, incorporating our SEPAM 2000/1000 range is described below ingeneral.

SEPAM protection and control unit Catalogue Ref: PCRED301004EN/1 (ART 08533) 02-2002The Sepam combines in a single unit all control, protection and measurement functions:

the protection relays

the measurement indicators

energy meters

alarms and indication lamps

control logic

Remote control interfaces (optional).

Protection

The Sepam covers the entire range of protection functions required (current, voltage, directional, restrictedearth fault etc.,) for all application: networks, busbars, transformers, motors, etc.

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Each function allows for a wide range of protection curves and a wide adjustment range.

Measurement

The Sepam allows for dynamic measurement of current and voltage, as well as energy and power consumption

(active and reactive).It provides excellent measurement precision (below 1% for current measurement). Measurements are displayed

on a LED screen in the SEPAM unit.

Information display

The display gives information on the status of alarms, as well as faults and changes of state.

Communication (Not included in this offer)

The SEPAM can be fitted with an optional communication module, which uses the J-Bus or FIP protocol. Thelatter is simple, economical, and easy to connect.This powerful communication system can be linked to existing on site supervisors or computers.It also allows for:

remote metering

remote control

data logging

network management

Current transformers

The current sensors used for protection are conventional types. They are fully adapted for use with the SEPAM

units.The conventional current transformers are dry cast resin types. They comply with IEC standards and areinterchangeable with transformers whose dimensions respect the DIN standard.

Voltage transformers

The voltage transformers are conventional and in conformity with DIN and IEC standards. They arewithdrawable type protected by fuses on the primary. Fusion of fuses is shown by means of a mechanicalindicator.They can be mounted for voltage measurement of:

cables, in the incomer functional units

busbars in the following functional units : BB-V or BS-B

Low voltage wiring

Low voltage wiring is self-extinguishable, 1000V grade, insulated with black PVC.

current circuits : 2.5 mm

voltage circuits : 1.5 mm

Wire identification is in conformity with the wiring diagrams and uses a bi-directional system.Each wire extremity is equipped with a crimped connector.The inter-panel cabling is connected to terminal blocks arranged in rows situated on the top of the LVcompartments. These terminal blocks are identified by labels in conformity with the wiring diagrams and arealso used for connection between the switchboard and any eventual remote control devices.

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ANTI CORROSION PROTECTION AND FINISHING

In order to allow equipment to be installed under severe climatic conditions, the following measures are

systematically adopted: The visible external surfaces on the front of the panels are made of electro-plated sheet steel (zinc thickness

: 3m)

The painted surfaces are cleaned prior to painting using a phosphate cleaning treatment. The paint itself is apolymerized epoxy polyester powder mix (the average thickness of the polymerized film is 50m). Thepaint color is RAL 9003 (off-white).

For all other surfaces, continuous hot galvanized sheet metal is used (average zinc thickness 20m) whichhas undergone a chrome passivation finishing treatment.

TESTS

Routine factory testing, in accordance with IEC standards, is provided for in this offer and includes the

following: Check of conformity with wiring diagrams and plans,

Mechanical operation tests and checking of interlocks

Testing of the inter-changeability of moving parts

High voltage dielectric tests at the power frequency

Low voltage dielectric tests

Low voltage functional checkingType tests will not be performed on the equipment, however, type test reports of similar panels can beprovided on request.

DRAWINGS AND DOCUMENTS

The following drawings and documents will be provided after order. Civil Engineering work guide lines

General Outline and layout drawing

Single line diagram

Schematic diagram

List of recommended spares

Maintenance Instruction Manual

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7. LETTER OF CREDIT FORMAT

5/18/2015

S

STANDARD LC CONDITIONS (DOMESTIC LCs)

FORM OFDOCUMENTARYCREDIT IRREVOCABLE

STATUS OFCREDIT CONFIRMATION NOT REQUIRED

DATE OF ISSUE AS PER CONTRACT

DATE OFEXPIRY AS PER CONTRACT

NAME OFBENEFICIARY ELECTRICAL POWER DISTRIBUTION BOARDS

(NO OTHER NAMETO BE MENTIONEDIN LC) AND SWITCHGEAR LTD.,

P.O.BOX 89249

RIYADH 11682, K.S.A.

TEL 4981515 FAX 4983827

CURRENCY &AMOUNT AS PER CONTRACT

ADVISINGBANK BANQUE SAUDI FRANSI, NEW INDUSTRIAL CITY BRANCH, RIYADH

A/C NO. 519 516 00179

OR

SAUDI BRITISH BANK, RIYADH MAIN BRANCH A/C NO. 001 019512 001

CREDIT AVAILABLEWITH SAUDI BRITISH BANK, RIYADH (OR BANQUE SAUDI FRANSI, RIYADH)

BY DRAFTDRAWN AT SIGHT (OR AT ___ DAYS AFTER DELIVERY, IF CREDIT AGREED)

DRAWEE ISSUING BANK

LATEST DELIVERYDATE AS PER CONTRACT

DELIVERYTERMS EX-WORKS , RIYADH ( OR AS PER AGREEMENT)

PARTIALDELIVERY PERMITTED

TRANSHIPMENT NOT ALLOWED

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NEGOTIATION OFDOCUMENTS AT ANY TIME DURING THE VALIDITY OF LC

DOCUMENTS FORNEGOTIATION SIGNED COMMERCIAL INVOICE (ORIGINAL)

SIGNED DELIVERY NOTE (ORIGINAL) COUNTERSIGNED BY OPENERS

OTHER DOCUMENTS, IF ANY AS PER CONTRACT

CLAUSE (A)

"IN THE EVENT OF APPLICANTS AUTHORIZED REPRESENTATIVES FAIL TO

COUNTERSIGN THE DOCUMENTS REQUIRED IN THE L/C WITHIN (15) DAYS FROMTHE DATE OF DISPATCH OF ORIGINAL DOCUMENTSTO APPLICANTS OFFICE. BENEFICIARY IS PERMITTED TO NEGOTIATE

THE DOCUMENTS WITHIN THE VALIDITY OF THE CREDIT WITHOUT THECOUNTERSIGNATURE OF THE APPLICANTS AUTHORIZEDREPRESENTATIVE ON THE DOCUMENTS REQUIRED.

IN SUCH CASE, BENEFICIARY SHOULD PRESENT COPY OF THE COURIER WAY BILLEVIDENCING

DISPATCH OF DOCUMENTS TO APPLICANT 15 DAYS PRIOR TO PRESENTATION OR -ACKNOWLEDGEMENT OF DOCUMENTS BY THE APPLICANT EVIDENCING BY

APPLICANTS STAMP AND DATE ON THE COPIES OF DOCUMENTS PRESENTED."

CLAUSE (B) LATE PRESENTATION IS ACCEPTED

CHARGES ALL LC CHARGES TO BE PAID BY OPENER

APPLICABLELAW SAUDI LAW

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8. SCHNEIDER ELECTRIC SERVICES PORTFOLIO

Installation & Commissioning

Because without these, you increase the risk of start-updelays and premature equipment failure.

Technical training

Having well-trained employees is key to the long-term health

of your electrical distribution equipment.

On-demand maintenance

You need to adopt the right best practices and minimize

downtime, while working with limited budgetary and

maintenance resources.

Installation assessmentFor a comprehensive assessment and a clear analysis of the

results.

Maintenance Services Contracts

To prevent such issues, these contracts can focus on

predictive and preventive maintenance that is specifically

tailored to your site and processes.

Warranty extension

A warranty extension will be proposed if your installation is

checked by us before being commissioned.

Circuit breaker-contactor diagnosis

Throughout the life of the equipment, it is possible to carry

out routine measurement of its characteristics in order to

optimize maintenance.

This service may be part of a global installation maintenance

contract.

Help with preventive maintenance

A Maintenance & Services guide is available and gives the

most important general instructions to:

Reduce equipment wear and tear (and/or failure)Ensure that the equipment is safe during all installation,

repair and servicing operations

In the pages of this guide, all the information needed for:

Operation control mechanisms, insulating materials and

vents, power circuits, auxiliary circuits

Recommended frequency for interventions is according to

operating conditions:

Normal, in a corrosive atmosphere, for marine use

Schneider Electric Services

by yourside throughout the life of yourinstallationTo learn more do not hesitate to visit our site:

Services/Electrical Distribution Serviceswww.schneider-electric.com

Regional Sales Offices:

Riyadh 011 291 2877Jeddah 012 697 7723AlKhobar 013 896 0910
http://www.schneider-electric.com/http://www.schneider-electric.com/http://www.schneider-electric.com/

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9. GENERALCONDI TIONS OF SALE

1- DEFINITIONSIn this Tender (as hereinafter defined) the following

words and expressions shall have the meanings hereby

assigned to them, except where the context otherwiserequires:- The Supplier: Electrical Power Distribution Boards& Switchgear Ltd (Can be quoted as EPS), with head

office at Riyadh (Saudi Arabia), C.R. No. 1010064609- The Client:The party who inquire this offer.- Party/Parties: means Client and/or Supplier as thecase may be.- Tender/offer: Means the present documentsattachedhereto, which are deemed as an integral part hereof.This document and its appendices constitute the entire

understanding between the Parties and supersede any

prior communications, representations or agreement,whether oral or in writing.- In case of a discrepancy or contradiction between thepresent document and the appendices, the provisions of

the present document shall prevail.- No change or/and additions in the wording of the

tender shall be binding upon the parties unless made inwriting and signed by a duly authorized representative ofeach party.

- Equipment: Means the equipment to be supplied bythe Supplier Based on this offer.- Incoterm: Means the current edition of the

International Commercial Terms published by theInternational Chamber of Commerce for year 2010.- Service(s): Means services provided by the Supplieraccording to the scope of work stated herein (ifServices are part of present tender), including

supervision of installation and or site testing andcommissioning (if Services are part of present tender)- Offer: means the present document and the appendixattached hereto, which are made an integral part hereof,

as originally signed only by Supplier as an offer.

1- SUBJECT MATTER- This Offer defines the terms and conditions under

which Supplier will supply to Client the Equipmentsand Services (if Services are part of present Tender)

- The terms of this Tender are deemed included in anyorder made in its application and replace any generalterms of the Parties such as those, without limitation,

that may be found with the Parties standarddocuments.

- The present Commercial offer can be considered asan agreement engaging the parties hereto, if one ofthe following conditions is fulfilled:

Signature of a subsequent contract.

Receiving the acceptance letter sent by theClient.

Supplier receives a purchase order.

- Accordingly, this offer is not binding to Supplierunless the above conditions stated herein aremutually met.

2- SCOPE OF SUPPLY AND SERVICES- The Supplier undertakes to supply the Equipment &

Services according to this offer.- Generally, any supplies, engineering or services not

stipulated clearly herein or to the appendicesattached hereto, are excluded from our scope andresponsibilities.

- In case of award of a contract/purchase order, it shallbe bound by our general terms and conditions

attached herein and their appendices.

3- VALIDITY PERIOD- This offer is valid for acceptance during its validityperiod. An extension to the validity period may beadded for another 4 Weeks, on the condition that

Supplier explicitly expressing his consent to do so inwriting, upon the request of the Client. Beyond thisdate, the supplier is entitled to review / modify /cancel the prices and / or conditions of this offer.

4- PRICE-- Our prices are meant:

In Saudi Riyal (SAR) currency of account andpayment.

Price doesn't include any Taxes or customs

duties. Incoterm, packing and delivery periods as

defined.

- Site services rates (if Services are part of presentTender) shall not be changed provided it starts,without hindrance after the completion in due time

of any preparatory work to be performed by theClient, and not later than 12 months from coming

into force.- In case, Site services have not started within the

aforesaid time-limit, Supplier has the right to adjustthe present rates, terms and conditions and

communicate such changes to Client for agreement.

- Prices stated in this Clause are established in

accordance with the regulations in force at the dateof issuance of the offer. In the case of changes in

regulations, which may affect Supplier in theperformance of its obligations, the amount of anyresulting increase shall be added to the offer price.

5- EQUIPMENT DELIVERY- The Equipment shall be delivered as specified in this

offer from the date of Technical Approval of Base

design submittal.- After receiving Equipment by the client, the risks of

loss or damage to the Equipment shall pass to theClient according to this Incoterm.

- Anomalies other than the ones identified on theattached documents will be considered as void if not

GENERAL CONDITIONS OF SALE

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reported within 21 days from the date of receipt of

goods.

6- PAYMENT CONDITIONS- 30.00 % of the total price along with the order as

down payment by certified cheque or bank transfer.- 70.00 % through confirmed documentary credit

opened in our favour within one month from the dateof order, payment schedule as per below:

10.00 % of the total price after base designdrawings approval date payable within 30 daysagainst commercial invoice signed by authorized

signatories.

60.00 % of the total price prior to deliverypayable within 30 days upon presentation of

commercial invoice and delivery note,- Settlement of invoices shall not be linked to any

payment due to Client by a third party (public orprivate).

- For any delay in payment, service charges foraccount handling shall be claimed by EPS and paid

by Client at a rate of 0.5 % per month of delayedamount.

- Should the delay in payment exceed 30 days, theSupplier may cancel the offer/contract for reasons

attributable to the Client and at Client costs, eightdays after having sent formal notice which remainsineffective.

- The foregoing provisions shall apply withoutprejudice to any and all damages which may beclaimed by the Supplier.

7- RESERVATION FOR TITLE.8.1 The ownership of the equipment shall be transferred

to Client once total payment of the Price is fully settledby the Client to the Supplier.8.2 In case that the payment of Equipment, which issubject hereof is not fully paid, the Supplier is entitled to

return such Equipment to his own premises at Riyadh atthe Clients own expenses.8.3 If the products have been processed or incorporatedin other equipments, the Supplier shall own a lien on theprocessed products or on the equipments into whichproducts have been incorporated until full payment of

the price. The Client undertakes to mention the existence

of this reservation of title to third parties to whom/whichit may sell the products either as is orincorporated in asystem.

8.4 Should products be returned under this Article, anydown payments received by the Supplier shall beacquired by it, without prejudice to any and all damages

which the latter may claim.

8- COMING INTO FORCE- The offer will be considered effective and will

culminate into a Contract only when the followingconditions are fulfilled:

Signature of the contract by both parties ,Signature by two parties or acknowledgment byEPS of Purchase Order.

Receipt of down payment.

Letter of credit in the form acceptable to EPSissued within (2) weeks after the issuance ofpurchase order.

- Should such conditions not be fulfilled within 4weeks after the Offer has been awarded, the Suppliershall have the right to extend the period of 4 weeksto any period deemed necessary by the Supplier at its

sole discretion. In case, period for fulfilment of

conditions is not extended by Supplier or noagreement is reached between the Supplier andClient even within extended period, then in such

event, neither Party shall be liable to the other forany expenses or damages.

9- TIME FOR COMPLETION- Suppliers scope covered under present Tender is to

be completed within 12 months from coming into

force . If the delay in completion is caused due to

Client, the supplier is entitled to review / modify the

prices and / or conditions of delayed equipment orservices.

10- DRAWINGS AND DOCUMENTS- The Client shall supply all the documents and

information required for the issuance of shop

drawings and all other technical documents relatedto executions

- Equipment delivery is linked to documents approval,

which should be done within a reasonable time. Any

delay in approval can induce delay in delivery.- Any drawings, designs, technical documents, know-

how and confidential information whether patentedor not submitted to the Client prior or subsequent to

the effectiveness of the Contract/Purchase order

shall remain the exclusive property of the Supplier.The Client shall not make use of such studies,drawings, documents, know-how and information

other than for the purposes of this document, i.e. forauthorized operating, maintaining, adjusting, andrepairing the Equipment supplied. The Client shallnot without the prior written

- consent of the Supplier disclose them to any thirdparty, either in whole or in part, failing which Clientwill compensate Supplier for such misuse and abuseof the proprietary rights of Supplier.

11- SHIPMENT RELEASE- Shipment release to be issued by the Client within

one week from Final Acceptance In case , thedelivery of the Equipment is delayed for reasons notattributable to Supplier, including in the event thatClient does not take delivery of the Equipment

within the period of one months after it has beenduly accepted, the Supplier shall arrange storage, atthe Client's own risks and expenses (1% per week ofstorage of the value of stored equipment). In suchcase, a certificate of storage, either within Suppliers

premises or that of an agreed third party shall be

issued in place of the delivery document forpayment.

- If such storage period lasts more than 3 months, theSupplier has the right to terminate the contract/purchase order if the Client does not take his

Equipment for above mentioned 3 months.

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- The supplier has the right to charge all damages andcosts to the Client and confiscate the advancepayment. The said damages and costs to be deductedfrom amount prepaid by the Client. Supplier has the

right to claim for indemnification if prepaid amount

does not cover the damages and costs. In this case,the Supplier shall have the right to resell theEquipment to any other third party.

12- PACKING- Packing, unless otherwise specified, will be

according to the supplier standard packing

specification. Any request from the Client forpacking modification other than that which theSupplier usually uses shall be charged to the Client.

Under no circumstances shall the Supplier take-back

packaging.- Client has to arrange storage facilities that are free

from water, humidity, sand, as well as excessive heat

or cold. Packing is non-returnable.

13- SITE SERVICES- The erections and installation shall be carried out by

skilled labor of the Client or its sub-contractorsunder Supplier supervision (if Services are part of

present Offer/ Tender). Supplier shall perform theirduties with all relevant ability and care, in

accordance with the usual practice.- During the performance of the Services, the

personnel of Supplier working on the site shallfollow any site regulation submitted in writing by

Client and agreed by Supplier.

- The Client shall give Supplier at least a thirty (30)days written notice of the date set for the start of the

supervision services and provide Supplier withnecessary information concerning the local laws,regulations and ordinances applicable to the works atsite, work and residence and concerning permits for

Supplier's personnel as well as temporary

importation license for supervisors' tools. Therelated expenses and delays shall be supported bythe Client, if any.

General Sales Conditions for Supervision of

Installation and Testing & Commissioning; (If Services

are part of present offer/ Tender )

1. WORKING CONDITIONS

The work shall not be carried out in unhealthy or

dangerous surroundings.

Our employees shall be provided with suitable andconvenient board and lodging in the neighbourhoodof the site.

2. ERECTION & TESTING SERVICES

The purchaser shall fulfil the following conditions

2.1 Supervision only

(a) Travel

All travelling expenses incurred by supplierfor its employees and the transport of

equipment and personal effects inaccordance with the specified method andclass of travel.

(b) Accommodation and Boarding

All living expenses including anyappropriate allowance of suppliers

employees for each day of their absence

from Head Office including non-workingdays and holidays.

(c) Daily Rates

The daily rates as defined in the price

schedule will apply. Overtime and workson Fridays, Holidays and at night will becharged at the special rates specified in thePrice Schedule.

(d) Time spent on the following will also

apply

- Preparation and formalities incidental tooutward and homeward journeys.

- Time spent on outward and homewardjourneys.- Daily travel between lodging and site ifthe travel extends beyond 30 minutes.

- Waiting time when work is prevented bycircumstances for which we are not

responsible.(e) Sickness

In the event of total suspension of work dueto sickness, the full wages and allowancesshall be paid during the sickness.

(f) Assistants

Skilled Assistants to be provided free ofcharge by the client

(g) Liability

The fact that Supervisor from us is on the

site does not alter the responsibilitiesassumed by the client for this Project.

Suppliers liability is not covered for:- Work performed prior to our approval

- Work performed on non guaranteedmaterial or on material not supplied by us.

2.2 Lump sum

When work is carried out on Lump sum basis,

the quoted price includes all the items specified

in Clause 2.1 above. If the Erection, Testingand Commissioning is prolonged for anyreason for which the client or any of hiscontractors other than the supplier is

responsible and as a result if suppliers work issuspended or added to, a charge will be made

for any idle time, any extra work,

14- INSPECTION AND TESTSFINALACCEPTANCE

(Applicable only for Local Equipment in KSA)15.1 ROUTINE TESTS

The routine tests will be carried out as per therelevant standards in Schneider Electric EPS

FactoryRiyadh - Saudi Arabia

15.2 FINAL ACCEPTANCE

i. The final acceptance of the Equipment is performedat the Factory through Factory Acceptance Tests(FAT). Supplier shall give Client fifteen (15) daysprior written notice by acknowledgment of receipt,

by written notice, or by fax about the date of thisfinal inspection.

ii. If the Client fails to attend at the time and place

appointed, the Supplier shall be entitled to proceed

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with the FAT in his absence. The tests shall then be

deemed to have been made in the presence of theClient and their results shall be accepted as accurate.

iii. Factory Acceptance Tests report will be issued andsigned by both Parties representatives, or, if the

Client duly informed by the Supplier as per above,does not attend such inspection, the Report will besigned only by the Supplier and becomes effective asacceptance.

iv. After the final Inspection has been duly performedand FAT Report signed as per above, the Equipment

shall be deemed duly accepted by the Client andready for packing and delivery.

15- TECHNICAL WARRANTY- The Supplier undertakes to remedy any defect

resulting from faulty design, bad material or poorworkmanship for a period of 18 months from thedate of delivery of the Equipment or 12 months from

the date of completion of site testing andcommissioning (if Services are part of present

Tender) , whichever occurs earlier.- In order to be able to avail himself of his rights

under this clause, the Client shall notify the Supplier

in writing within a period of 7 days from theappearance of the defect and provide the Supplierwith every assistance in order to remedy them;moreover, and shall give Supplier full opportunity of

inspecting and remedying.- Upon receipt of such notification, Supplier shall

within a reasonable period of time and at its ownexpense repair, modify or replace, at its option and

as it deems necessary, the defective Equipment orpart thereof. Replaced parts once again become the

Suppliersproperty and shall be returned to it at atthe Clients expense with 30 calendar days as of the

point in time the relevant product appears to bedefective; the Seller shall pay for the carriage ofreplacement products or those having been repaired.Failure by the Client to return the alleged defaulting

product with the above 30 day period would allow

the Supplier to invoice the replacement product orthe cost of the repair.

- Any Equipment or part of Equipment supplied inreplacement of a defective one shall be delivered tothe Client according to this offer/ Tender terms andconditions.

- This remedy shall only apply to defects that appear

under normal operation and proper use, and providedthat the Client has fully complied with the Supplier'sadvice and guidance relating to storage, installation,operation and maintenance of the relevantEquipment.

In particular, the remedy does not cover defects arisingfrom improper storage, non compliance with Suppliersinstructions for installation or energizing, the productshave not been maintained according to Supplier's

instructions, if changes or additions are made to theproducts by the Client without suppliers express

agreement, force Majeure eventsalterations/modifications or repairs carried out by theClient without the Supplier's consent in writing, normal

wear and tear, or any other cause exterior to the relevant

Equipment, nor shall it apply to defects arising either

from Equipment/materials supplied by the Client or froma design requested by the Client and more generally, forany incident for which the Supplier is not liable.

- In the case where Supplier incorporates into theEquipment some systems or equipment that Supplierdid not manufacture, the scope and duration of theremedy shall be as per those granted by theirmanufacturer or seller.

- Under no circumstances does the warranty coverthe expenses relating to searching for the defective

item on-site, to dismantling and reassembling theproduct in its environment.

- If, owing to the nature of the products, the repairwork has to be carried-out on-site, the Suppliershall assume the labour expenses relating to suchrepair work (with the exception of waiting time and

expenses incurred due to the products not beingmade available).

- The above remedy is stated in lieu of and replacesany other express, implied or statutory warranty

including without limitation any warranty of fitnessfor purpose, merchantable quality or hidden defect.

- The repairing of, changes to, or replacement of theproduct or part of it during the warranty period

shall in no case cause the product-warranty periodto be extended.

- The Supplier does not provide any guarantee as tothe products capacity to achieve the targets which

the Client sets for itself, from the moment that suchtargets have not been expressly accepted by the

Supplier.

16- VARIATIONS- Should during the performance of the project, the

Supplier be directed by notice of the Client in

writing to alter, amend or otherwise vary any part ofthe specifications, the design, or the Equipment, theSupplier will submit an estimation of the effect ofany such modification in the tender price and/or on

the delivery schedule.

- Such variation shall only become effective uponreceipt of a written change order to proceed dulysigned by both Parties and of the corresponding

down payment, if any.

17- SUSPENSION- In case of suspension of the Contract by the Client,

any reasonable charges or expenses incurred inconnection therewith shall be borne by the Clientwho shall reimburse the Supplier forth with upon

submission of the relevant invoices.

- Said charges and expenses shall include but not belimited to handling, storage, insurance and labourcosts incurred by Supplier and its sub-suppliers or

sub-contractors, financial costs such as extension ofthe validity periods of documentary credit, banks

guarantees and insurance policies if any and moregenerally financial consequences resulting from theextension of time for completion, travel and living

expenses of the personnel involved in the services ifany.

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- Should suspension lasts for more than 90 (ninety)days, then Supplier shall be entitled to terminate thecontract and shall be indemnified as per clause.

18- CONFIDENTIALITY

- Where the Parties have signed a non disclosureagreement prior to this Tender, such non disclosure

agreement shall continue to apply as per its terms toany Confidential Information received in connection

with or arising out of this Contract.- Where the Parties have not signed such non

disclosure agreement, then the rest of this Article 17

shall apply as follows.- Confidential information of a Party shall mean

commercial, financial or technical information as

industrial and intellectual proprietary rights to all

information however it was disclosed orally or bydemonstration, documentation prices , trademarks ,drawings , The technology and know-how, whether

patented or not, which is incorporated into theproducts and/or Equipments, patents , trade names

and equipments which may be made available as aresult of the present Offer and/or the subsequentContract, communicated or received by the other

Party in the context of the commercial offer made orexecution stage for any subsequent relatedcontracts/purchase orders whether disclosed orally,in writing, electronically or through any other means

or support (hereinafter Confidential Information).- The following shall not constitute Confidential

Information:

information that is in the public domain throughno fault of the receiving Party,

information already known or developedindependently by the receiving Party without

reference being made to the ConfidentialInformation, the receiving Party being held to

prove the existence of such independentdevelopment.

Information received by a third party that isitself not in breach of confidentialityundertakings towards disclosing Party.

- Each of the Parties shall keep on the basis of strictconfidence any Confidential Information received

from the other disclosing Party pursuant to the thisoffer/ tender and/ or subsequent Contract, and shallnot avoid disclosure to any third Party without theprior written consent of the other Party.

- The Parties undertake that their employees and sub-contractors shall abide by the terms of thisconfidentiality clause.

- Upon termination or expiry of this offer/tender, theClient shall return to the Supplier all documentswhich the Client may have received from theSupplier and simultaneous to such return the Clientshall destroy all copies or reproductions which he

may have made of such documents.

- The Client acknowledges that any usage ordisclosure in a non compliant manner of theproprietary information, documents, materials,

trademarks, drawings, trade name, patents orConfidential Information of the Supplier, shall give

the right to the Supplier to claim for damages

resulting from such disclosure or usage. However,

regarding third partys technology, such as software,embodied in the products (hereafter theProgram ),

- the Client is granted a non-exclusive and permanentright to use the Program for the sole purpose ofusing the

- products for the use for which they are intended.The Client undertakes to comply with the terms of

the offer and in particular with the instructions foruse of the

- Program or Suppliers technology contained in anyfurnished documentation as the case may be.

Consequently, the Client undertakes not to copy,reproduce, decompile, reverse engineer, disassembleor otherwise seek to reconstitute the source-code ofthe Program or of Suppliers technology. Should the

Buyer not fully comply with the above provisions,the Buyer shall bear all and any consequences,

including any damages whatsoever, resulting therefrom.

- This Offer and/or the subsequent Contract areneither creating any obligation to discloseConfidential Information ,nor any right to

manufacture any goods and/or spare parts to be

supplied hereunder or under the subsequent Contract, Nor granting or conferring any rights by license orotherwise in any Confidential Information, norperforming any exclusivity between the Parties

hereof.- Nothing contained in This Offer and/or the

subsequent Contract shall be construed to deem anyParty to be an agent, partner or employee of the

other, nor shall either represent to a third Party that itis the agent, partner or employee of the other in theperformance of the subsequent Contract or of anyactivities arising out of the performance hereof.

- The above confidentiality undertakings shall surviveafter the expiry or termination of the present Tenderor of any subsequent related contract(s)/purchaseorder(s) for a period of three (3) years.

19-Intellectual property

20.1 Under no circumstances is the Supplier bound to

provide its manufacturing and product-implementation

plans, even if the products are delivered with aninstallation diagram. The designs, documents and codes

forwarded to the Client, if any, shall remain Supplier'ssole property and are strictly confidential.

20.2 The technology and know-how, whether

patented or not, which is incorporated into theproducts and all the industrial and intellectual

property rights related to the products are, andshall remain, the exclusive property of theSupplier, and any information pertaining

thereto shall be considered by the client as

being strictly confidential, including theinformation set forth in the drawings anddocuments which may be provided to it.Consequently, the client undertakes not to

communicate said information, whether

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willingly or not, to any third party and further

undertakes to only use it for the productsoperating and maintenance requirements.Any right to manufacture spare parts, or to have

such manufactured, is hereby excluded.

The terms and conditions for using softwareand databases are set forth in the licences whichaccompany them.

However, regarding third partys technology,such as software, embodied in the products, the

Client is granted a non-exclusive andpermanent right to use the Program for the sole

purpose of using the products for the use forwhich they are intended.

The Client undertakes to comply with the

terms of the offer and in particular with theinstructions for use of the Program or

Suppliers technology contained in anyfurnished documentation as the case may be.

Consequently, the Client undertakes not tocopy, reproduce, decompile, reverse engineer,

disassemble or otherwise seek toreconstitutethe source-code of the Program or of Supplierstechnology. Should the Buyer not fully complywith the above provisions, the Buyer shall bearall and any consequences, including any

damages whatsoever, resulting therefrom.

20- LIMITATION OF LIABILITY21.1 Notwithstanding any other provision of the

Tender, the liability of Supplier for any breach

of such term shall be limited, at the option ofSupplier, to any one or more of the following:(i)if the breach related to the equipment: thereplacement of the equipment or the supply ofequivalent equipment; the repair of suchequipment; the payment of the cost of replacing

the equipment or of acquiring equivalent

equipment; or the payment of the cost of havingthe equipment repaired; and(ii)if the breach relates to services, the

supplying of the services again; or the paymentof the cost of having the services suppliedagain.

21.2 Notwithstanding any other provision of the

Tender, Suppliers liability is limited to theobligations defined in this Tender and Suppliershall not be liable to the Client or any thirdparty for any of the following damages: damageto property not the subject matter of the Offer ,

loss of profit, loss of use, loss of production,loss of contracts, or indirect, non tangible,incidental or consequential damages.

21.3 The total aggregate liability of Supplier,

whether arising in contract, tort, law orotherwise shall be limited to the invoiced Priceof the Equipment or of the Service, or part

thereof, giving rise to the claim.

Furthermore, Supplier shall not be held

responsible in case of Force Majeure

21.4 IndemnitiesThe Client shall indemnify and hold harmlessthe Supplier, the Supplier's Personnel, and theirrespective agents, against and from all claims,

damages, losses and expenses (including legal

fees and expenses) in respect of bodily injury,sickness, disease or death of any person andany damage to or loss of any tangible property,real or personal, in each case to the extent that

such damage or loss:(i) Arises out of or in the course of or by

reason of the performance of this Offer and/orContract; and

(ii) Is attributable to any negligence, wilful actor breach of the Offer and/or Contract by theClient, the Client's Personnel, their respectiveagents, or anyone directly or indirectly

employed by any of them.20.5 - The overall aggregate liability of any

party under this Offer/Tender and/or thesubsequent Contract either in tort or in law

shall be limited and shall not exceed the totalprice of the Offer/Tender.

21- TERMINATION- In the event of termination of the Offer and/or

Contract by Supplier or by Client under one of the

terms of this Offer and/or contract, for reasons notattributable to Supplier, Client shall pay for allworks performed plus a reasonable amount ascompensation for the costs of materials, goods and

services reasonably ordered for the performance ofthe Offer and/or Contract which shall have been

delivered to Client or for which Client is legallyliable to accept delivery. In such case, Supplier shall

be entitled to confiscate the advance payment as apenalty. Such materials, goods or services shallbecome the property of Client upon such paymentbeing made by him.

- Each Party shall be entitled to terminate this Offerand/or Contract unilaterally as of right by writtennotice in case of material breach by the other Partyto any essential term of this Tender, in the case

where the breaching Party does not cure the defectsnotified to him in writing within thirty (30) daysfrom being so notified. Such written notices shall bemade by registered letter with confirmation of

receipt requested or duly served by bailiff atnotifying Partys choice.

- Should the client cancel the purchase order aftersignature, Or after the supplier startsmanufacturing, Or during the period of preparation

of the supplies subject of the said contract (Studies,purchasing materials, etc..) The Client shall be

obligated to compensate the Supplier for lossesoccurred to him in the period as the result of

preparation , material purchasing And the supplierwill have the right to hold the down paymentto be deduct as part of the compensation. Following

cancellation charges are applicable.

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- 10% - Order received, work not started, materialnot ordered.

- 30% - Drawings for approval submitted.

- 60% - Approved drawings returned .Job release for

manufacture.- 80% - Material accumulated and production started.

- 100% - Manufacturing completed.- Should the Parties fail to agree on any amount to be

paid to Supplier hereunder, said amount shall be

determined by an expert appointed in accordancewith the Rules of the ICC International Center forExpertise; such determinate amounts by the Expert

shall be final and binding upon the Parties. The

English language shall be applied.

22- FORCE MAJEURE- Force Majeure shall be defined as any events or

circumstances that prevent total or partial performance

of the P.O./ Contract and that can not be overcomedespite reasonable effort on the part of the affected

Party. Force Majeure shall include, but shall not be

limited to:

Acts of God

Labour conflict

Fire, explosion, earthquake, flood

Action or failure to act of public services or

governmental authorities

Insurrection, riot, war, embargo, shortage of

supply, civil unrest or rebellion. terrorism

Strikes, embargoes

Or any other event outside the control of the

affected Party.- Neither Party shall be in default or in breach of itscontractual obligations to the extent that performance ofsuch obligations is prevented by any circumstance of

Force Majeure.

- If either Party considers that any circumstance of ForceMajeure has occurred which may affect performance of

its obligations, it shall promptly notify the other Party

within a period of ten (10) days from such occurrence

and of the steps it proposes to take.- If circumstances of Force Majeure have lasted for a

period of ninety (90) days, then either Party shall be

entitled to serve upon the other thirty (30) days prior

notice to terminate the Offer and/or Contract.

- If at the expiry of this notice period, the Force Majeurecircumstance still exists, the Offer and/or Contract shall

be automatically terminated.

- If the Contract is terminated as aforesaid, the Suppliershall be paid by the Client (insofar as such amounts or

items shall not have already been covered by previouspayments) for all Equipment or Services executed prior

to the date of termination at the rate and prices provided

by the Offer and/or Contract.- In the event delivery cannot be performed in due time

for reasons not attributable to Supplier, including forForce Majeure circumstances, Supplier shall apply the

storage provisions of Shipment Release .

23- APPLICABLE LAW - DISPUTES -ARBITRATION

- The present Offer and/or the relevant Contract shall beconstrued and governed according to the Saudi Laws.

- The disputes, if any, which could not be settled bymutual agreement shall be finally settled under the

Rules of Conciliation and Arbitration of the Chamberof Commerce of Riyadh

- The arbitral award is final and binding upon bothParties. The arbitration shall be conducted as follows:

There shall be three (3) arbitrators. Both Partiesshall each appoint one (1) arbitrator, and the third

(3rd) arbitrator shall be appointed by agreementbetween the Parties nominated arbitrators or,

failing within fifteen (15) days of the appointmentof the two Party-nominated arbitrators, by the

competent commercial court

In case that any Party fails to nominate anarbitrator within fifteen (15) days of the date it

receives a notice of arbitration, the competentcommercial court shall nominate such arbitrator in

pursuance with the Arbitration Rules.

The arbitration shall be conducted in the Englishlanguage.

The arbitration shall take place in Riyadh.

24- CONTRACTUAL LANGUAGE- The contractual language shall be English

25- AGREEMENTThe present Commercial offer/tender can be considered

as an agreement engaging the parties hereto, if one of

the following conditions is fulfilled

- Signature of a subsequent contract; or- Receiving the acceptance letter sent by the Client ,

or

- Client submit a Purchase Order in a form

acceptable to Supplier

Accordingly, this offer is not binding to Supplier unless

the above conditions stated herein are mutually met.

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