PO102 General Conditions Rev 0

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TOTAL E&P INDONESIE PURCHASE ORDER No. PJC_SN2B&PCK7B_PO102

GENERAL CONDITIONS OF PURCHASE Page 1 of 36TENDER DOCUMENTS February 2011

GENERAL CONDITIONS OF PURCHASE


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TABLE OF CONTENTS

ARTICLE 1 DEFINITIONSARTICLE 2 INTERPRETATIONARTICLE 3 SUPPLIERS OBLIGATIONARTICLE 4 GOODSARTICLE 5 INSPECTION AND TESTINGARTICLE 6 EXPEDITINGARTICLE 7 DELIVERYARTICLE 8 STORAGEARTICLE 9 TRANSFER OF PROPERTY AND RISKSARTICLE 10 TIME SCHEDULE

ARTICLE 11 CHANGE ORDERARTICLE 12 WARRANTIESARTICLE 13 TAXES AND CUSTOMS DUTIESARTICLE 14 PRICE AND PAYMENTARTICLE 15 DRAWINGS, MANUALS, ETC.ARTICLE 16 COMPANY'S MATERIALSARTICLE 17 STATUTORY REQUIREMENTSARTICLE 18 INFRINGEMENT OF PATENTSARTICLE 19 ASSIGNMENT OR SUB-CONTRACTINGARTICLE 20 NOTICESARTICLE 21 LIABILITY AND INSURANCEARTICLE 22 TERMINATION

ARTICLE 23 CONFIDENTIALITYARTICLE 24 LIENSARTICLE 25 LIQUIDATED DAMAGESARTICLE 26 GOVERNING LAWARTICLE 27 RESOLUTION OF DISPUTEARTICLE 28 ACKNOWLEDGEMENT AND ACCEPTANCEARTICLE 29 HEALTH, SAFETY AND ENVIRONMENT

ANNEX 1 MUTUAL INDEMNITY AND WAIVER OF RECOURSEAGREEMENT VERSION FOR SUPPLIER

ANNEX 2 MUTUAL INDEMNITY AND WAIVER OF RECOURSE

AGREEMENT VERSION FOR VENDORSANNEX 3 BANK GUARANTEES

3/A FORM OF PERFORMANCE BANK GUARANTEE3/B FORM OF DEMAND

ANNEX 4 FINAL ACCOUNT AND RELEASE CERTIFICATEANNEX 5 ASSIGNMENT AGREEMENT


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GENERAL CONDITIONS OF PURCHASE

ARTICLE 1 - DEFINITIONS

1.1 Within the CONTRACT unless otherwise specified:

- AFFILIATE shall mean, in relation to any company, at any time, any other entity:

a) in which such company directly or indirectly controls at least fifty percent (50%) of theregistered capital or rights to vote ; or

b) which directly or indirectly controls at least fifty percent (50%) of the registered capital orrights to vote of such company ; or

c) of which an entity as mentioned in b) here above controls directly or indirectly at leastfifty percent (50%) of the registered capital or rights to vote.

- APPLICABLE LAWS means all laws, ordinances, rules, regulations, by-laws, decrees,orders and the like, whether of governmental or other authority or agencies having jurisdictionover the PARTIES, the GOODS, and the Permit Area as identified in the PURCHASEORDER, or any of them and which are or may become applicable.

- COMPANY shall mean the person, firm or company designated as such in the PURCHASEORDER.

- COMPANY REPRESENTATIVE shall mean the person appointed by COMPANY as its dulyauthorised representative vis--vis SUPPLIER under the CONTRACT.

- SUPPLIER REPRESENTATIVE shall mean the person appointed by SUPPLIER as his dulyauthorised representative vis--vis COMPANY under the CONTRACT.

- CHANGE ORDER means any change authorised by COMPANY in writing to amend the

CONTRACT.- CONTRACT shall mean the following documents:

. the PURCHASE ORDER and its Appendices,

. the EXHIBITS A, B, C, D, E, F, G, H, I and J,

. the present GENERAL CONDITIONS OF PURCHASE document and its Annexes.

as may be modified at any time by CHANGE ORDER(S).

- EFFECTIVE DATE shall mean the date specified in the PURCHASE ORDER.

- EXHIBITS mean Exhibit A through J together with the documents attached and referred totherein, all as attached to the CONTRACT.

- FORCE MAJEURE shall mean the effective occurrence of any act/event which isunforeseeable, insurmountable and outside the control of the PARTY which invokes it, andwhich renders said PARTY unable to comply wholly or partially with its / his obligations underthe CONTRACT. Provided such criteria are met all together, FORCE MAJEURE includes Actsof God (epidemic, tidal wave, lightning, earthquake, hurricane), hostilities or acts of war(whether declared or not), acts of terrorism, riots (other than among COMPANYs,SUPPLIER's and / or VENDORS employees), civil or military disturbances, national, regionalor professional strikes (except if originated among COMPANYs, SUPPLIER's and/orVENDORS' employees) and acts of any government or governmental Authority or anyrepresentative thereof.

FORCE MAJEURE does not include events such as insolvency of any PARTY, strikes, lock-outs, or other industrial disputes or actions, between SUPPLIER and/or SUPPLIER'sVENDORS and his or their employees.


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- GOODS shall mean all or part of the articles, materials, equipment, supplies, services andother things or any of them described in the CONTRACT including, but not limited to,manuals, operating instructions, reports and drawings, and to be supplied by SUPPLIER.

- OPERATING AGREEMENT(S) means the joint operating agreement(s) entered into byPARTICIPANTS for the purposes of searching, developing and producing hydrocarbons in thePERMIT AREAS.

- PARTICIPANT(S) means any person, firm, corporation or company with whom COMPANY

has entered into an OPERATING AGREEMENT as the consortium for the purposes of

searching, developing and producing hydrocarbons in the Permit Areas (known as Sisi Nubi

and Peciko in Indonesia).

- PARTY(IES) shall mean COMPANY and/or SUPPLIER.

- PERMIT AREA(S) means Peciko under Mahakam Production Sharing Contract and Sisi Nubiunder Sisi Nubi Unitization and Operating Agreement between Mahakam and TengahProduction Sharing Contracts.

- PURCHASE ORDER shall mean the order in writing issued to SUPPLIER by COMPANY, as

amended at any time by CHANGE ORDER.

- SITE shall mean the intended destination of the GOODS for the purpose of the installation,final testing and utilisation, including as necessary any erection yard designated byCOMPANY, workshops, storage area or other facility as may be relevant.

- SPECIFICATION means all and any codes, standards, drawings, requisition, andspecifications set out in the CONTRACT and to be complied with by SUPPLIER.

- SUPPLIER means the person, firm or company designated as such in the PURCHASEORDER.

- THIRD PARTY means any firm and/or company that is not a member of COMPANY or ofSUPPLIER

- VENDORS shall mean any and all suppliers and/or contractors of the SUPPLIER in charge ofpart of the GOODS. VENDORS presence on SITE may be required to assist SUPPLIER andor COMPANY for the installation, final testing and all other necessary operations for theGOODS.

1.2 Significance of expressions

1.2.1 At any time and unless expressly stated otherwise, when the following expressions anddescription and derivatives thereof appear in the CONTRACT, their connotations shall beextended or limited as set out here below:

including, included, such as and the like shall be deemed to be completed by the expression

but not limited;report, request, submit, notify, instruct, instruction, inform, consent, approve,approval, approved, satisfaction and the like shall be deemed to be completed by theexpression in writing;

days shall mean consecutive calendar days, it being understood that all dates and time periodsreferred to in the CONTRACT relate to the Gregorian calendar.

property and equipment shall be deemed to include property and equipment owned, operated,hired, leased or otherwise provided by the relevant of firm and/or company.

1.2.2 Where the context so requires, the singular includes the plural and vice versa and words of onegender include all genders.

1.2.3 The terms he, him and his are used in relation to SUPPLIER, whereas the terms it and itsare used in relation to COMPANY


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1.2.4 Headings and table of contents are inserted only for convenience and shall not in any way limit orgovern the construction of the CONTRACT.

1.2.5 Approval or instruction by COMPANY shall in no way be construed as relieving SUPPLIER of anyhis obligations, responsibilities or liabilities under the CONTRACT or otherwise.

ARTICLE 2 - INTERPRETATION

2.1 Entire Agreement

The CONTRACT embodies the entire agreement between COMPANY and SUPPLIER withrespect to the GOODS and supersedes all related oral and written understandings andagreements made prior to EFFECTIVE DATE, it being understood that any guarantee provided bya third party in relation to the CONTRACT prior to EFFECTIVE DATE shall remain in full force andeffect.

However, the obligations of the PARTIES shall not be limited to those listed under the

CONTRACT when law enforces other obligations, provided however that the CONTRACT shallalways take precedence over any law with which it conflicts or which is expressly excluded byCONTRACT, as far as legally permissible.

2.2 Waiver of Rights

Any failure by COMPANY at any time to enforce or require the performance of any of theprovisions of this PURCHASE ORDER shall not constitute a waiver of COMPANY's rights toenforce or require the strict observance of such provisions in any way or of its rights to avail itselfof such remedies as it may have for any breach of any provision.

None of the provisions of the PURCHASE ORDER shall be considered waived by COMPANYunless such waiver is given expressly and in writing.

Any such waiver shall always be construed under a restrictive interpretation and shall not extendwhether in the past or in the future or in its object beyond the terms expressly stipulated.

2.3 Clarification

All questions concerning interpretation or clarification of the CONTRACT shall be submitted inwriting, by fax or letter to COMPANY. All decisions and/or instructions and/or clarifications fromCOMPANY shall be rendered in writing by telex or cable within fifteen (15) days from the date ofsuch submission and shall be final unless appealed in writing by fax or letter within ten (10) daysfrom the receipt of such decisions and/or instructions and/or clarifications.

At all times, SUPPLIER shall proceed with his obligations in accordance with such decisionsand/or instructions and/or clarifications.

It shall be SUPPLIER's responsibility to clarify with COMPANY any matter which appears doubtfulto SUPPLIER within the scope of his obligations. The decision of COMPANY or COMPANYREPRESENTATIVE shall be final in all cases where any ambiguity or doubt arises and noCHANGE ORDER on this account shall be requested by SUPPLIER, unless SUPPLIER canevidence that such ambiguity or doubt could not have been discovered by an experienced supplierbefore EFFECTIVE DATE.

2.4 Documents Comprising the CONTRACT

Should there be any conflict, discrepancy or inconsistency between or amongst the CONTRACTdocuments, then they shall rank in the following order of priority:

1. The PURCHASE ORDER2. The EXHIBITS


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3. The GENERAL CONDITIONS OF PURCHASE

2.5 General

a) All documents and all communications in connection with the CONTRACT shall be prepared

and/or conducted in the English Language. Unless otherwise advised by COMPANY, only theInternational System of Units (S.I.) shall be used.

b) The delivery of the GOODS under the CONTRACT shall be in accordance with the ICCIncoterms 2000 edition.

c) For the purposes of any indemnity or waiver of recourse given by SUPPLIER to COMPANYunder the CONTRACT, COMPANY shall be deemed to be acting as agent for and on behalfof its associates in the Consortium, if any, its and their AFFILIATES and its and theiremployees and agents, and the benefit of any such indemnity or waiver of recourse shallextend to all such associates, AFFILIATES, employees and agents.

ARTICLE 3 SUPPLIERS OBLIGATIONS

3.1 SUPPLIER represents and warrants that he is fully experienced and technically competent toperform the supply and that he is properly financed, organised and equipped to perform suchsupply.

3.2 SUPPLIER shall manage, control and direct the supply as an independent contractor and shallperform all obligations and duties under the CONTRACT at his own cost, risk and responsibility, indue compliance with the provisions of the CONTRACT.

3.3 SUPPLIER shall remain solely responsible and liable for compliance with the CONTRACT by allVENDORS, sub-vendors (or subcontractors), and COMPANY's rights and interests shall not beaffected in any way.

3.4 SUPPLIER is considered as having all information required for proper performance of the supply

of the GOODS.

3.5 SUPPLIER will perform his obligations under the CONTRACT in a workmanlike manner and inaccordance with the good engineering and oil and gas field practice.

3.6 SUPPLIER shall be acting as an independent contractor and neither SUPPLIER nor SUPPLIERspersonnel shall be deemed for any purpose to be the employees, agent or representative ofCOMPANY in the performance of the CONTRACT.

3.7 SUPPLIER warrants that he shall comply in all respects with the APPLICABLE LAWS.

3.8 SUPPLIER warrants, in respect of the CONTRACT or the matters which are the subject of theCONTRACT, that he has not made or offered and will not make or offer any payment, gift,promise or other advantage, whether directly or through intermediaries, to or for the use of anypublic official (i.e. any individual holding a legislative, administrative or judicial office, including anyperson exercising a public function for a public agency, a public enterprise or a public internationalorganisation), where such payment, gift, promise or advantage would violate the APPLICABLELAWS or the principles described in the Convention on Combating Bribery of Foreign PublicOfficials in International Business Transactions signed in Paris on December 17, 1997 or in theConvention on the fight against corruption involving officials of the European Communities orofficials of the Member States of the European Union, signed in Brussels on May 26, 1997.

3.9 SUPPLIER declares and warrants that SUPPLIERs personnel engaged in the performance of theCONTRACT are legally employed in accordance with APPLICABLE LAWS.

ARTICLE 4 - GOODS

The GOODS supplied by SUPPLIER shall:

a) conform in every respect with the CONTRACT.


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b) be of sound materials, workmanship and design and in accordance with the best professionalpractices.

c) be equal in all respects with the samples, patterns or specifications provided or given by or toCOMPANY. No substitution shall be permitted except on specific written authorisation ofCOMPANY.

d) be capable of any standard of performance specified in the SPECIFICATIONS.

e) if the purpose for which the GOODS are acquired is indicated in the CONTRACT eitherexpressly or by implication, be fit for that purpose and if not so indicated, be fit for theirordinary purpose.

f) be in conformity with all laws and regulations pertaining thereto.

ARTICLE 5 - INSPECTION AND TESTING

5.1 Before dispatching the GOODS, SUPPLIER shall carefully inspect and test them for compliancewith the CONTRACT.

SUPPLIER shall give at least seven (7) days notice of such tests stating location and COMPANYshall be entitled to be represented thereat. Notice shall be addressed and sent to:

TOTAL E&P INDONESIE No. PJC_SN2B&PCK7B_ PO102PROJECT CONSTRUCTION DIVISION (PJC)Kuningan Plaza North Tower, 6

THfloor

Jl. H.R. Rasuna Said Kav C 11-14JAKARTA SELATAN 12940

P.O. BOX 1020 - JAKARTA 10010INDONESIAAttention:

No GOODS shall be dispatched without written release or written waiver of inspection byCOMPANY.

SUPPLIER shall also at the request of COMPANY supply a copy of the SUPPLIER's Test Sheetscertified by SUPPLIER to be true copy.

Unless otherwise specified, all tests shall be at SUPPLIER's costs and risks; when thePURCHASE ORDER states specific payments for tests, SUPPLIER shall not be paid for any testwhere the GOODS have failed to achieve or maintain the required standard.

5.2 COMPANY shall be entitled to request additional or repetition of inspection and tests of theGOODS during manufacture or storage or as otherwise set out in the CONTRACT. If COMPANYexercises this right, SUPPLIER shall provide or shall ensure the provision of all such facilities asmay reasonably be required by COMPANY therefore.

If the results of such additional or repeated inspection and tests show that the GOODS complywith the CONTRACT requirements, COMPANY shall reimburse at cost to SUPPLIER the directexpenses incurred for said inspection and tests, and, should such inspection or tests actuallydelay the delivery of the GOODS, COMPANY shall grant SUPPLIER a corresponding extension oftime for delivery. If the result of said inspection and tests show that the GOODS do not, in thereasonable opinion of COMPANY, comply with the CONTRACT requirements, the expenses ofsaid inspection and tests and related correction or rework of the GOODS shall be borne bySUPPLIER without any effect on the Delivery Time Schedule.

5.3 If as a result of any inspection or test under this Article 5, COMPANY is of the reasonable opinionthat the GOODS do not comply with the requirements of the CONTRACT or are unlikely so tocomply on completion of manufacture or processing, it may inform SUPPLIER of its decision toreject such GOODS in writing and if so, SUPPLIER shall within the Time Schedule of the


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PURCHASE ORDER supply, at no additional cost to COMPANY, GOODS which comply with therequirements of the CONTRACT in place of those rejected.

5.4 Should SUPPLIER not comply with the provisions of sub-Articles 5.1 and 5.3 above and makedispatch in contravention of the requirements thereof then COMPANY may at its sole option

provisionally receive the GOODS without prejudice and the GOODS shall be thereafter inspectedand tested at SUPPLIER's costs, and if found defective or inferior in quality to or differing from therequirements of the CONTRACT, may be rejected in whole or in part at the sole option ofCOMPANY. For any such rejected GOODS, COMPANY shall have the option either to have saidGOODS replaced by SUPPLIER or to exclude same from the PURCHASE ORDER, in which caseany sums already paid with respect to such rejected GOODS shall be forthwith reimbursed bySUPPLIER. COMPANY shall be entitled to order such GOODS from another vendor, andSUPPLIER shall reimburse COMPANY for any additional cost incurred by COMPANY in so doing.SUPPLIER could repair GOODS at COMPANY site at SUPPLIER own cost.

5.5 GOODS so rejected as defined in sub-Article 5.4 above shall be removed at SUPPLIER's owncost and risk within eight (8) days from the date of receipt of notification of rejection. In the event ofSUPPLIER failing to take back GOODS so rejected as aforesaid, COMPANY shall have the right

to return the rejected GOODS or any of them at SUPPLIER's cost and risk.SUPPLIER could repair GOODS at COMPANY site at SUPPLIER own cost.

5.6 This Article shall be without prejudice to any other rights and/or remedies COMPANY may haveunder the CONTRACT and/or at APPLICABLE LAW, as a result of aforesaid breach(es) bySUPPLIER.

5.7 The making or failure to make or observe any inspection or examination or test of the GOODSshall in no way relieve SUPPLIER of his obligation to comply with all requirements of theCONTRACT.

ARTICLE 6 - EXPEDITING

6.1 SUPPLIER shall expedite the progress of the CONTRACT and any of his orders to VENDORS.Unless otherwise agreed SUPPLIER shall within twenty one (21) days from EFFECTIVE DATE,send to COMPANY a production programme covering engineering, issue of drawings and otherdocumentation, sub-order placement and delivery, start, duration and finish of all major stages ofmanufacture, including examination, testing, inspection and delivery. SUPPLIER shallcontinuously up-date such programme on a monthly basis, and issue revisions immediately toreflect any CHANGE ORDER. Should SUPPLIER encounter or anticipate delays including, but notlimited to, delays in obtaining materials from his VENDORS, or in receiving information fromCOMPANY, he shall immediately advise COMPANY with indication of cause, estimated period ofdelay, and corrective actions to be taken.

6.2 Without derogating from SUPPLIER's responsibilities, COMPANY shall be entitled to perform any

expediting of the CONTRACT that may be deemed necessary over and above that performed bySUPPLIER pursuant to this Article. For this purpose SUPPLIER shall provide all reasonable andfree access to SUPPLIER's worksites and those of his VENDORS, together with all reasonableand free assistance including, but not limited to, the provision of a list of VENDORS, together withunpriced copies of sub-vendor orders placed, schedules, progress reports, and any shippinginformation including that pertaining to VENDORS orders when and as requested by COMPANY.

ARTICLE 7 DELIVERY

SUPPLIER shall properly pack and secure the GOODS, and shall deliver and/or dispatch and/or conveyto destination same, as the case may be, at the dates and in the manner specified in the PURCHASEORDER, or as may be subsequently agreed in writing. SUPPLIER shall specifically pay attention to the

correct labelling of the packages and the identification of supply items as described in EXHIBIT G.


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The GOODS shall not be deemed delivered until receipt by COMPANY of all proper Certification andDocumentation information.

ARTICLE 8 - STORAGE

If for any reason, COMPANY is unable to accept dispatch of the GOODS at the time when the GOODSare due and ready for dispatch, COMPANY shall so inform SUPPLIER in writing and SUPPLIER shallstore the GOODS, safeguard them and take all steps to prevent their deterioration during such storageand COMPANY shall be liable to SUPPLIER :

a) if applicable, for that instalment of the CONTRACT PRICE that would have been paid inaccordance with the CONTRACT if the GOODS had been dispatched and,

b) for the reasonable justified costs, including insurance of so doing, unless a period of free storageis stated in EXHIBIT A, in which case COMPANY shall become liable for such costs after suchstated period.

ARTICLE 9 - TRANSFER OF PROPERTY AND RISKS

9.1 The property in the GOODS shall pass to COMPANY at the first to occur of the following events:

- when the GOODS or part thereof are first identifiable as being appropriated to theCONTRACT ;

or

- when COMPANY pays for the GOODS or part thereof in accordance with the CONTRACT ;

or

- when the GOODS or part thereof are dispatched to COMPANY or as instructed by COMPANY.

However, COMPANY shall have the right to accept or refuse the ownership of any of thesame, which may be not in conformity with the requirements of the CONTRACT.

9.2 The risk in the GOODS shall pass to COMPANY as per ICC Incoterms 2000 stipulated in theCONTRACT, without prejudice to any right of rejection, which may accrue to COMPANY under theCONTRACT. However, when the GOODS are stored according to the provisions of Article 8, theGOODS shall remain at SUPPLIER's risk during such period of storage.

ARTICLE 10 - TIME SCHEDULE

10.1 SUPPLIER shall comply with the Delivery Time Schedule specified in the CONTRACT.

10.2 In the event of FORCE MAJEURE, if SUPPLIER is unable to comply with the specified DeliveryTime Schedule, then provided that SUPPLIER shall, within five (5) days from occurrence of theFORCE MAJEURE situation, have given COMPANY notice in writing of his intention to claim anextension of time, the Time Schedule shall be extended by the actual delay resulting from suchFORCE MAJEURE, as evidenced by SUPPLIER, but no other compensation whatsoever shall bepayable by COMPANY to SUPPLIER on account of FORCE MAJEURE.

10.3 If the Time Schedule, or any agreed extension thereof, is not complied with, COMPANY shall beentitled to terminate this CONTRACT in accordance with Sub-Article 22.3 in respect of all of theGOODS whether delivered or not, or to exclude from the PURCHASE ORDER, at SUPPLIER'scosts and risks, any of the GOODS which are behind schedule.

ARTICLE 11 - CHANGE ORDER

No amendment to the CONTRACT shall be valid unless set down in a CHANGE ORDER.


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COMPANY has the right to make any change of the form, quality or quantity of the GOODS or any partthereof that may in its opinion be necessary and no such change shall in any way vitiate or invalidate theCONTRACT but the value (If any) of all such changes shall be taken into account in ascertaining theamount of the CONTRACT PRICE.

No change shall be implemented by SUPPLIER without formal execution of a previous CHANGE ORDER.

Suitable amendments to Time Schedule shall be agreed upon between COMPANY and SUPPLIER.

Unless otherwise agreed between COMPANY and SUPPLIER or provided for in the PURCHASEORDER, prices for CHANGE ORDER shall be the current market price.

Should an agreement not be reached within a reasonable time as per COMPANY's judgement,COMPANY shall instruct and SUPPLIER shall proceed with the CHANGE ORDER with diligence and thedispute shall be settled in accordance with Article 27 or at any time by mutual agreement.

Should SUPPLIER consider himself entitled to any claim for additional expense or extension of TimeSchedule, SUPPLIER shall send to COMPANY an account giving particulars (as full and detailed as

possible) within fifteen (15) days of the occurrence considered by SUPPLIER as constituting a CHANGEORDER or extra to the PURCHASE ORDER; it being understood that any failure to comply with thisprovision shall debar SUPPLIER from his claim being considered.

ARTICLE 12 - WARRANTIES

Without prejudice to any warranties, guarantees, or any provision set forth in the CONTRACT and/or atlaw

12.1 If any of the GOODS do not comply with the provisions of the CONTRACT or are found defectiveor if any defect or fault originating in connection with the design, engineering, materials,workmanship, SUPPLIER's supervision, or operating characteristics of any of the GOODS arise at

any time within eighteen (18) months after the date on which such item is placed in use oroperation at SITE, or thirty-six (36) months from the date of delivery in accordance with theCONTRACT, whichever period is the shortest, SUPPLIER shall at his own cost promptly makesuch alterations, repairs and/or replacement, including packing, transportation, installation,supervision, and re-testing, wheresoever located as are necessary so that said item conforms tothe provisions of the CONTRACT and fulfils the preceding warranties to COMPANY's entiresatisfaction. He shall in addition reimburse COMPANY for any direct costs incurred by COMPANYas a result thereof.

If the fault or failure to function properly cannot be corrected or is not promptly corrected as setforth above, the faulty GOODS shall be removed by or at the expense of SUPPLIER andSUPPLIER shall without cost to COMPANY promptly furnish a satisfactory item which completelyfulfils the provisions and intent of the CONTRACT. Moreover, where such faulty GOODS are no

longer in the condition in which they were delivered due to use or acts by COMPANY prior todiscovery of defect(s) of the GOODS, and unless such use or acts are inconsistent with the natureof the GOODS, then SUPPLIER shall accept to receive the rejected GOODS in such condition andshall have no further claim against COMPANY in connection therewith.

12.2 If the faulty GOODS are not removed and satisfactory replacement GOODS are not furnished bySUPPLIER within such reasonable time as COMPANY shall determine, then COMPANY shall beentitled to carry out such remedial work or have such remedial work carried out by others orprovide replacement GOODS all at the sole risk and expense of SUPPLIER.

12.3 In the event of any alteration, repair or replacement as aforesaid, SUPPLIER warranty hereundershall extend to such altered, repaired or replaced GOODS for a new period of same duration asinitially stipulated, from the date of acceptance of same by COMPANY.

12.4 Unless otherwise provided in the CONTRACT and without prejudice to any liquidated damagesprovisions stipulated for delay, non performance or otherwise, SUPPLIER shall not be liable for


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indirect or consequential loss or damage, such as loss of profit or loss of production, suffered byCOMPANY as a result of any defect in the GOODS.

ARTICLE 13 - TAXES AND CUSTOMS DUTIES

13.1 SUPPLIER shall bear and discharge under his sole liability all taxes assessed against profits,dividends, corporate income, personal income of his employees, all taxes and/or withholdings thatmay derive from any use of VENDORS or from the place of payment designated by SUPPLIER,and more generally all and any taxes, imposts, levies, fees, stamps, customs duties and the like,levied by whatsoever authorities, and not expressly payable by COMPANY under the PURCHASEORDER.

SUPPLIER shall likewise bear and discharge under his sole liability any fines and penaltiespertaining to any of the above.

13.2 SUPPLIER shall defend, indemnify and hold COMPANY harmless against claims/liabilities inrespect of the foregoing.

ARTICLE 14 - PRICE AND PAYMENT

14.1 General

Unless otherwise expressly provided for in the PURCHASE ORDER:

a) the prices in PURCHASE ORDER are fixed and firm and not subject to any revision, norescalation, nor any adjustment due to currency fluctuations, and

b) the PURCHASE ORDER is fully inclusive of all and any cost, risk and profit, related to or inconnection with the performance of the CONTRACT.

In particular unless specified to the contrary in the PURCHASE ORDER:

- all containers, packing cases, boxes, tins, wrappings and other packaging material suppliedby SUPPLIER shall be considered as non-returnable and their cost as having been includedin the CONTRACT PRICE.

- charges for preparation, packing, marking, boxing, crating, freight, or other special services ofany kind shall be deemed to be included in the CONTRACT PRICE.

14.2 Payment

Payment shall be made in accordance with the conditions stipulated in the PURCHASE ORDER.

ARTICLE 15 - DRAWINGS, MANUALS, ETC.

15.1 SUPPLIER shall without additional cost to COMPANY supply all required drawings specificationsor other technical information whether needed for information only, approval or final record, suchas by way of illustration and not limitation and as relevant to the nature of the GOODS, operatinginstructions, maintenance manuals, mill certificates giving chemical compositions and mechanicalproperties, fabrication reports and the like at times and in numbers of copies as specified in theCONTRACT. COMPANY in approving SUPPLIER's drawings, shall not in any way assumeresponsibility for their accuracy.

15.2 All drawings specifically prepared by SUPPLIER in connection with the supply of the GOODS orobtained by COMPANY at its cost shall be and remain the property of COMPANY. SUPPLIERshall not use such drawings, nor shall authorise or knowingly permit them to be used by anyoneelse for, or in connection with, any purpose other than the supply of the GOODS to COMPANYunless such use is expressly authorised by COMPANY previously and in writing.


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ARTICLE 16 - COMPANY MATERIALS

Provided that price, grade, and delivery conditions are satisfactory, and unless otherwise specified, andwhere applicable, SUPPLIER shall, at his own cost, incorporate in the GOODS materials or products(such as oils, greases, fuel, paint, cleansing product, etc...) manufactured or marketed by companies of

the TOTAL Group.

If SUPPLIER can not procure, use and recommend the use of TOTAL Group products, he shall so informCOMPANY and justify his reasons.

ARTICLE 17 - STATUTORY REQUIREMENTS

SUPPLIER shall comply at any time with all laws and regulations applicable to his activities in relation tothe CONTRACT and shall, at his own cost, prior to the delivery of the GOODS, supply whatsoeverGovernmental or other administrative documents and obtain from such authorities such stamps as arerequired to allow the GOODS to be put into operation.

ARTICLE 18 - INFRINGEMENT OF PATENTS

18.1 SUPPLIER shall defend, indemnify and hold COMPANY harmless against any action, claim,demand, costs, charges, damages, and expenses arising from or incurred by reason of anyinfringement or alleged infringement of any patent, registered design, trade mark, or trade nameprotected in the country of origin, the SITE or elsewhere and resulting from the GOODS or theiruse.

Provided always that his indemnity shall not apply to the use of the GOODS in a manner or for apurpose not reasonably to be inferred by SUPPLIER or not disclosed to SUPPLIER prior toEFFECTIVE DATE.

18.2 In the event of any claim being made or action brought against COMPANY arising out of thematters referred to in this Article, SUPPLIER shall be promptly notified thereof and may at his owncost and expense conduct all negotiations for the settlement of the same and any litigation thatmay arise therefrom. Either SUPPLIER or COMPANY shall, at the request of the other, afford allavailable assistance for the purposes of this Article and COMPANY shall be repaid by SUPPLIERfor any expenses incurred by COMPANY in so doing.

18.3 If the GOODS or part thereof involved in such action, claim, etc. are prohibited from use,SUPPLIER shall at his own expense, at COMPANY's option, either replace or modify them, orpurchase the necessary licences in order to remove the infringement to the satisfaction ofCOMPANY.

ARTICLE 19 - ASSIGNMENT OR SUB-CONTRACTING

19.1 Assignment

19.1.1 SUPPLIER shall not transfer or assign all or any of his rights and obligations under theCONTRACT, without prior written consent of COMPANY. Notwithstanding any assignment towhich COMPANY has given its consent, SUPPLIER shall be and remain fully responsible for thedue performance of his obligations under the CONTRACT.

19.1.2 COMPANY, and its co-venturers in the Consortium, if any, may, at any time, transfer or assign allor any of their rights and obligations under the CONTRACT to AFFILIATES or co-venturers(present and future), or modify the value of their equity in the consortium.

19.1.3 SUPPLIER irrevocably agrees that the COMPANY shall have the right to assign or transfer theCOMPANYs right, title, interests, or any part thereof, in and under this CONTRACT to a THIRDPARTY nominated by the COMPANY.


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Upon receipt of notification, the assignment will be formalised through an Assignment Agreementbetween COMPANY, SUPPLIER and the appointed THIRD PARTY by COMPANY, in the formset out in Annex 5 of the GENERAL CONDITIONS OF PURCHASE.

19.1.4 SUPPLIER shall cause the Bank Guarantees related to the assigned CONTRACT to be reissuedfor the benefit of the assignee in lieu of COMPANY, and such guarantees shall be exchangedagainst those already in force.

19.2 Sub-contracting

19.2.1SUPPLIER shall not without prior written approval of COMPANY subcontract directly or indirectly atany level the performance of this CONTRACT or any part thereof, except to VENDORS named inVENDORS list when the CONTRACT includes such a list.

Such list shall be prepared by SUPPLIER with indication, for named VENDOR, of field and volumeof activities possibly to be subcontracted.

COMPANY's refusal to approve any VENDOR not named in here above list shall not increase theCONTRACT PRICE or extend the Time Schedule.

19.2.2 COMPANY shall be entitled to approve all subcontract documents relating to VENDORS asaforesaid, excluding prices, prior to award of each subcontract. Such subcontract documents shallprovide that VENDORS shall not be authorised to subcontract their order, or part thereof, at anylevel without written consent of SUPPLIER.

19.2.3 SUPPLIER shall remain fully responsible for any part of the CONTRACT performed by hisVENDORS, at any level, and for the acts and omissions of such VENDORS and their personnel.Notwithstanding anything to the contrary in the CONTRACT, SUPPLIER shall indemnify and holdharmless COMPANY against all such acts or omissions of VENDORS, and against anyconsequence of use of VENDORS at any level.

19.2.4 COMPANY's approval of VENDORS at any level shall not create any contractual relation betweenthe VENDORS and COMPANY.

ARTICLE 20 - NOTICES

All notices and other communications to be given under the CONTRACT shall be in writing and shall bedeemed to be effectively given:

(a) on receipt if personally delivered, or

(b) on receipt if sent by prepaid registered mail (airmail if international) with return receipt requested,or

(c) on receipt if transmitted by fax or letter, or on receipt of the correct answer back of the addresseeif transmitted by fax or letter, provided a confirmation copy is delivered or transmitted as per (a) or(b) above. If transmittal takes place after normal business hours, notice shall be deemed to havebeen given on the opening of business on the following business days, to the other PARTY at theaddress set out in the PURCHASE ORDER (or at such other address in the same country as itmay have notified for the purpose hereof to the other PARTY with fifteen (15) days prior notice).

ARTICLE 21 - LIABILITY AND INSURANCE

21.1 SUPPLIER shall hold harmless and indemnify COMPANY in respect of loss of or damage to theGOODS until the risk thereof has been transferred to COMPANY in accordance with the terms ofthe CONTRACT.

21.2 Insurance


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immediately advise COMPANY of any of his VENDORS who has refused to sign acounterpart of said Agreement.

d) The provisions of Sub-Article 21.4 shall apply mutatis mutandis to any of his VENDORS atany level of SUPPLIER working at SITE.

21.4.2 In addition to the insurance requirements of this Article, SUPPLIER shall obtain and maintain, athis own costs, all insurance necessary to cover his liabilities and his equipment and those of hisVENDORS in connection with the CONTRACT and shall ensure that all such insurance waive allrights of subrogation against COMPANY, BP MIGAS, COMPANY's associates in the Consortium ifany, its and their AFFILIATES, and COMPANY's other contractors, suppliers, subcontractors andVENDORS which have signed the Mutual Indemnity and Waiver of Recourse Agreement.SUPPLIER shall remit certificates evidencing said insurance.

21.5 The provisions of this Article 21 are without prejudice to the provisions of Article 12 and nothing insaid Article 12 shall be considered as limiting the SUPPLIER's liability under this Article 21.

21.6 Neither PARTY shall be liable to the other PARTY for any consequential or indirect loss or

damage including but not limited to loss of profit, loss of production, loss of use.

ARTICLE 22 - TERMINATION

22.1 General

22.1.1 Unless otherwise provided for in the CONTRACT, all GOODS paid by COMPANY at the time of orfurther to termination under this Article 22 shall be immediately delivered to COMPANY. Similarly,all rights paid by COMPANY at such time shall immediately be vested in COMPANY andSUPPLIER shall immediately assign to COMPANY any purchase orders that COMPANY shallhave elected to take over.

22.1.2 Termination shall not relieve the PARTIES from obligations, such as confidentiality obligations,which by their nature survive the termination.

22.1.3 The CONTRACT may be terminated as provided herein without application to the court. ThePARTIES hereto renounce the provisions set forth in article 1266 and 1267 of the Indonesian CivilCode.

22.2 Termination on account of FORCE MAJEURE

Either of the PARTIES may terminate the CONTRACT if the completion of the GOODS is madeimpossible on account of FORCE MAJEURE, as evidenced by the PARTY claiming such FORCEMAJEURE event, or if a situation of FORCE MAJEURE has lasted or, according to the jointopinion of the PARTIES is deemed to last, more than thirty (30) consecutive days and has affected

the major part of the GOODS, and the corresponding notice has been served to the other PARTY.If the CONTRACT is so terminated, SUPPLIER shall be paid the remaining unpaid balance of theCONTRACT PRICE up to the percentage of the GOODS completed at the date of suchtermination and shall be reimbursed for all costs irrevocably and reasonably incurred and paid orcommitted in good faith in respect of the part of the GOODS not completed on such termination, tothe exception of all costs such as stand-by, delays.

22.3 Termination due to SUPPLIER's fault or deficiency

22.3.1 COMPANY shall be entitled to terminate the CONTRACT without indemnity in the following cases:a) With immediate effect, if SUPPLIER becomes bankrupt or has a receiving order made against

him or presents his petition in bankruptcy or makes an arrangement with or assignment infavour of his creditors or shall agree to carry out the CONTRACT under a committee ofinspection of his creditors or (being a corporation) shall go into liquidation (other than a


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voluntary liquidation for the purposes of amalgamation or reconstruction) or has an executionlevied on his goods and/or more generally has become insolvent ; or

b) If SUPPLIER persists in failing to comply with any of his obligations under the CONTRACTafter receipt of COMPANY's notice summoning him to perform such obligations.

22.3.2 In the event of such termination, COMPANY has the right at SUPPLIER's own costs and risks totake over any material, equipment, service, supply or right totally or partially performed at the timeof termination and to complete the supply of the GOODS, either directly or through any othervendor or supplier. The resulting additional expenses shall be reimbursed by SUPPLIER toCOMPANY.

Nevertheless and at its own option, COMPANY has the right to send back to SUPPLIER, atSUPPLIER's own cost and risk, those parts of the GOODS already delivered and SUPPLIER shallimmediately reimburse COMPANY any sums paid with respect to the relevant part(s) and also anydirect expense(s) COMPANY has incurred as a consequence of its decision.

The exercise of any of the rights granted to COMPANY under this Article shall not prejudice or

affect any rights of action or remedy which shall have accrued or shall accrue thereafter toCOMPANY.

22.4 Termination for convenience of COMPANY

Without prejudice to the provisions of sub-Articles 22.2 and 22.3, COMPANY reserves the right toterminate the CONTRACT at any time without justifying its decision, but shall in such case:

a) Pay SUPPLIER the remaining unpaid balance of the CONTRACT PRICE up to thepercentage of the GOODS completed by SUPPLIER prior to the date of termination.

b) Reimburse SUPPLIER for all costs reasonably and irrevocably incurred and paid or

committed in good faith in respect of the part(s) of the GOODS not completed on suchtermination.

Such payments shall constitute the sole and full compensation payable by COMPANY, to theexclusion of any other payment.

ARTICLE 23 - CONFIDENTIALITY

All information supplied by COMPANY to SUPPLIER in connection with the CONTRACT shall be keptconfidential (unless and until released by COMPANY) and SUPPLIER shall take and enforce suitablewritten covenants from his employees and VENDORS at any level to enforce confidentiality.

ARTICLE 24 - LIENS

a) SUPPLIER undertakes not to create or do any act, deed or thing which would result in the creationof any lien or charge on property of COMPANY and/or the GOODS or any part thereof.

b) SUPPLIER shall protect, indemnify and hold COMPANY harmless from and against any and allliabilities for the payment of the amount of any lien claimed in relation to the CONTRACT againstthe property of COMPANY and/or the GOODS or any part thereof by any sub-vendor, or thirdparty.

ARTICLE 25 - LIQUIDATED DAMAGES

SUPPLIER hereby acknowledges that compliance with the Delivery Time Schedule is an essentialcondition of the CONTRACT.


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Should SUPPLIER fail to comply, for all the GOODS or part thereof, with the time(s) specified in theDelivery Time Schedule or such extended time(s) as may be allowed in accordance with the CONTRACT,COMPANY shall be entitled, without any prior formal notice and/or demand, to recover from SUPPLIER,by way of compensation or reimbursement at COMPANY's sole option, damages for such failure

liquidated in the sum, or percentage of the CONTRACT PRICE, specified in Clause 11 of the PURCHASEORDER.

The terms of this Article shall be without prejudice to any other rights of COMPANY under theCONTRACT or at APPLICABLE LAW.

ARTICLE 26 - GOVERNING LAW

The CONTRACT shall be governed by and interpreted in accordance with the Law of the Republic ofIndonesia.

ARTICLE 27 - RESOLUTION OF DISPUTES

a) The PARTIES shall endeavour to settle by negotiation any dispute arising out of or in connectionwith the validity, performance, interpretation or termination of the CONTRACT, and all theconsequences thereof. Such dispute shall be duly notified by the claiming PARTY to the otherPARTY, in the forms required under the CONTRACT and with due reference to the present Article,and the PARTIES shall endeavour to settle such dispute by negotiation within forty-five (45) daysfrom receipt of said notice.

b) In case of failure to settle the dispute by negotiation within the period of time above-mentioned, theclaimant may notify to the other PARTY its intention to submit the dispute to arbitration.

The dispute shall then be finally settled under the Rules of Arbitration of the Indonesian National

Board of Arbitration (BANI) in Jakarta by a panel of arbitrators appointed in accordance with BANIarbitration rules. The arbitrator's award shall be final and shall not be subject to appeal to anycourt and may be entered in the court of competent jurisdiction for execution forthwith.

The arbitration shall be held in Indonesia and shall be conducted in the English language. EachPARTY may at any time request from any competent judicial authority any interim or conservatorymeasure. The PARTIES undertake to keep strictly confidential the contents of the arbitrationproceedings.

ARTICLE 28 - ACKNOWLEDGEMENT AND ACCEPTANCE

SUPPLIER by acknowledging receipt by telex of the PURCHASE ORDER and/or signing the

acknowledgement copy of the PURCHASE ORDER and returning it signifies acceptance of theCONTRACT.

Any reference to SUPPLIER's conditions of sales in acknowledgement of order by SUPPLIER or ininvoices issued by SUPPLIER or in any other documents emanating from SUPPLIER shall be excludedand shall not be deemed to become part of the CONTRACT by virtue of COMPANY's non rejection ofsame, or in case of invoices, by payment thereof.

ARTICLE 29 HEALTH, SAFETY AND ENVIRONMENT

SUPPLIER shall be responsible to ensure his own premises where any part of the GOODS is performed,

the health, safety and welfare of all personnel involved in the performance and/or inspection of the

GOODS, including any personnel of COMPANY and third parties involved in such supply of the GOODS

and in particular for:


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- providing all necessary information in respect of any potential hazard associated with the

performance of the WORK,

- providing adequate and appropriate safety equipment,- taking adequate safety, prevention, health, and fire-fighting measures,- and other requirements as set forth in CONTRACT DOCUMENTS.


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ANNEX 1

MUTUAL INDEMNITY AND WAIVER OF RECOURSE AGREEMENT

VERSION FOR SUPPLIER


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ANNEX 1


VERSION FOR SUPPLIER

Whereas, TOTAL E&P INDONESIE (hereinafter referred to as COMPANY) has entered into a contract oragreement dated . with (hereinafter referred to as Undersigned Party) regarding theperformance of services for COMPANY's operations in connection with, related to, or in support of the.. (hereinafter referred to as OPERATIONS) ;

and whereas COMPANY and the Undersigned Party may have entered into, or shall enter into, contractsor agreements with other contractors for the performance of services in connection with, related to, or insupport of the OPERATIONS and certain of said other contractors have signed, or may sign, counterpartsof like mutual Agreements (all the signatories of such Agreements relating to the OPERATIONS beinghereafter designated as SIGNATORIES) ;

and whereas the SIGNATORIES wish to modify their relationship at common law and avoid entirelydisputes as to their liabilities for damage or injuries to their respective property or employees ;

Now, therefore, the Undersigned Party, in consideration of the reciprocal covenants of the otherSIGNATORIES agrees with them that:

1. The Undersigned Party shall indemnify, hold harmless, and waive all rights of recourse it may haveagainst other SIGNATORIES for damage to or loss of property it owns, or has in its possession byvirtue of an arrangement made with an entity which is not a SIGNATORY, and for any indirect orconsequential losses resulting from such damage or loss even in case of negligence of such otherSIGNATORY.

2. The Undersigned Party shall have no liability whatsoever for damage to or loss of property in itspossession by virtue of an arrangement made with another SIGNATORY.

3. The Undersigned Party waives all rights of recourse against and shall indemnify and hold the otherSIGNATORIES harmless from and against any loss or liability (including legal expenses) arising outof any claim or cause of action for loss of or damage to property of its personnel and injuries to ordisease or death of its personnel, regardless of the cause of or reason for said damage, loss, injuries,disease or death and even if caused by negligence.

4. The Undersigned Party undertakes to obtain from its insurers a waiver of rights of subrogation againstall other SIGNATORIES in accordance with the provisions of this Agreement governing the mutualliability of the SIGNATORIES with regard to the OPERATIONS.

5. Notwithstanding paragraphs 1 and 2, in the event any property of the Undersigned Party is lost ordamaged in the course of transportation by aircraft and a SIGNATORY is the carrier, the UndersignedParty shall be entitled to compensation from such SIGNATORY, within the limits and within theconditions of such SIGNATORY's insurance in accordance with applicable national law orinternational conventions.

6. The Undersigned Party shall attempt to have those of his subcontractors who are involved in theOPERATIONS to become SIGNATORIES and shall forthwith furnish COMPANY with the originalcounterparts of this Agreement executed by its subcontractors.It shall furthermore advise COMPANY of its subcontractors which have refused to becomeSIGNATORIES.

7. COMPANY shall upon request provide the Undersigned Party a copy of every counterpart of this

Agreement which is executed by another SIGNATORY.


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8. This Agreement shall inure to the benefit of and become binding upon the Undersigned Party as toany other SIGNATORIES upon the later of the date of execution by the Undersigned Party and thedate of execution of a counterpart hereof by such other SIGNATORY.Conversely this Agreement shall be binding upon the Undersigned Party only with respect tocontractors and subcontractors who have become SIGNATORIES prior to the occurrence giving rise

to a claim.

9. Any supplier, consultant or subcontractor, etc., performing services for COMPANY or anotherSIGNATORY in connection with the OPERATIONS who has not entered into a formal contract for theperformance of such services may nevertheless become a SIGNATORY by signing a counterparthereof which shall, as to the subject hereof, govern the relationship between such new SIGNATORYand the other SIGNATORIES and also by extension his relations with COMPANY.

10. This Agreement may be executed in any number of counterparts as necessary but all suchcounterparts shall together constitute one legal instrument.

Entered into this ..

Witnessed by COMPANY The Undersigned PARTY

By . by ..

.. ..for COMPANY for


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ANNEX 2


VERSION FOR VENDORS


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ANNEX 2

MUTUAL INDEMNITY AND WAIVEROF RECOURSE AGREEMENT

VERSION FOR VENDORS

Whereas, .. (hereinafter referred to as SUPPLIER) has entered into a contract or agreementdated .. with TOTAL E&P INDONESIE (hereinafter referred to as COMPANY) regarding theperformance of services for COMPANY's operations in connection with, related to, or in support of the. (hereinafter referred to as OPERATIONS)

and whereas SUPPLIER has sub-contracted wholly or partly the performance of such servicesto.............................................................. (hereinafter referred to as the Undersigned Party) ;

and whereas, COMPANY, SUPPLIER, and the Undersigned Party may have entered into contracts oragreements with other contractors for the performance of services in connection with, related to, or in

support of the OPERATIONS and certain of said other contractors have signed, or may sign, counterpartsof like mutual Agreements (all the signatories of such Agreements relating to the OPERATIONS beinghereafter designated as SIGNATORIES) ;

and whereas the SIGNATORIES wish to modify their relationship at common law and avoid entirelydisputes as to their liabilities for damage or injuries to their respective property or employees ;

Now, therefore, the Undersigned Party, in consideration of the reciprocal covenants of the otherSIGNATORIES agrees with them that :

1. The Undersigned Party shall indemnify, hold harmless, and waive all rights of recourse it may haveagainst other SIGNATORIES for damage to or loss of property it owns, or has in its possession byvirtue of an arrangement made with an entity which is not a SIGNATORY, and for any indirect or

consequential losses resulting from such damage or loss even in case of negligence of such otherSIGNATORY.

2. The Undersigned Party shall have no liability whatsoever for damage to or loss of property in itspossession by virtue of an arrangement made with another SIGNATORY.

3. The Undersigned Party waives all rights of recourse against and shall indemnify and hold the otherSIGNATORIES harmless from and against any loss or liability (including legal expenses) arising outof any claim or cause of action for loss of or damage to property of its personnel and injuries to ordisease or death of its personnel, regardless of the cause of or reason for said damage, loss, injuries,disease or death and even if caused by negligence.

4. The Undersigned Party undertakes to obtain from its insurers a waiver of rights of subrogation against

all other SIGNATORIES in accordance with the provisions of this Agreement governing the mutualliability of the SIGNATORIES with regard to the OPERATIONS.

5. Notwithstanding paragraphs 1 and 2, in the event any property of the Undersigned Party is lost ordamaged in the course of transportation by aircraft and a SIGNATORY is the carrier, the UndersignedParty shall be entitled to compensation from such SIGNATORY, within the limits and within theconditions of such SIGNATORY's insurance in accordance with applicable national law orinternational conventions.

6. The Undersigned Party shall attempt to have those of his subcontractors who are involved in theOPERATIONS to become SIGNATORIES and shall forthwith furnish COMPANY with the originalcounterparts of this Agreement executed by its subcontractors.

It shall furthermore advise COMPANY of its subcontractors which have refused to becomeSIGNATORIES.


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7. COMPANY shall upon request provide the Undersigned Party a copy of every counterpart of thisAgreement which is executed by another SIGNATORY.

8. This Agreement shall inure to the benefit of and become binding upon the Undersigned Party as toany other SIGNATORIES upon the later of the date of execution by the Undersigned Party and the

date of execution of a counterpart hereof by such other SIGNATORY.

Conversely this Agreement shall be binding upon the Undersigned Party only with respect tocontractors and subcontractors who have become SIGNATORIES prior to the occurrence giving riseto a claim.

9. Any supplier, consultant or subcontractor, etc., performing services for COMPANY or anotherSIGNATORY in connection with the OPERATIONS who has not entered into a formal contract for theperformance of such services may nevertheless become a SIGNATORY by signing a counterparthereof which shall, as to the subject hereof, govern the relationship between such new SIGNATORYand the other SIGNATORIES and also by extension his relations with COMPANY.

10. This Agreement may be executed in any number of counterparts as necessary but all such

counterparts shall together constitute one legal instrument.

Entered into this.......... day of.................

Witnessed by SUPPLIER The Undersigned PARTY

by:. by: .

for SUPPLIER for


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ANNEX 3

BANK GUARANTEE


26/36



ANNEX 3/A

FORM OF BANK GUARANTEE

PERFORMANCE GUARANTEE

(BANK GARANSI)

I. We the undersigned (1)....................................... (hereinafter referred to as the GUARANTOR),

established at (2) .................................................................. represented by (3)

............................................, have taken notice of the CONTRACT referenced n (4) .............,

signed on the (5) ................... day of ................................... 20.., or to be signed, (such

CONTRACT being composed of an PURCHASE ORDER, GENERAL CONDITIONS OF

PURCHASE and EXHIBITS),

between

TOTAL E&P INDONESIE (hereinafter referred to as the COMPANY), a company registered under

the laws of France, and having its registered office at 2 Jean Millier, La Defense 6, 92400,

Courbevoie, France, and its principal business location at Kuningan Plaza North Tower, Jalan

H.R. Rasuna Said Kav. C11-14, Jakarta Selatan 12940, Indonesia,

and

(6)........................... - ........ - (hereinafter referred to as the SUPPLIER), a company registered

under the laws of ....., with its registered office at (7)..................... - ....,

for

the (8)..of the ........................... -......... or, if such CONTRACT has not yet been signed, of the respective undertakings of

CONTRACTOR and COMPANY under the terms of the following documents (9)

............................................................................................................................................................

..................................................................

II. GUARANTOR hereby guarantees the due performance by SUPPLIER of SUPPLIER's obligations

under the CONTRACT. This Guarantee is given at the request of SUPPLIER made to

GUARANTOR in accordance with clause 7 of the PURCHASE ORDER.

III. GUARANTOR hereby irrevocably undertakes on behalf of SUPPLIER to pay to COMPANY on

first demand any sum or sums in aggregate not exceeding (10) .......... ......................... which

amount GUARANTOR is advised, is five percent (5 %) of the total value of the CONTRACT

PRICE entered into between the COMPANY and the SUPPLIER as referred to in theCONTRACT.

The amount of this Guarantee shall be increased / decreased proportionately, in the event that the

CONTRACT PRICE shall, as the result of CHANGE ORDERS and any other payments under the

CONTRACT, be increased/decreased by more than five per cent (5%) of the Initial CONTRACT

PRICE. Further proportionate adjustments shall be made in respect of increases/decreases of

more than five per cent (5%) in the total value of the CONTRACT PRICE compared with the value

at the date of the previous adjustment.

At the time of issuance of the GOODS DELIVERY CERTIFICATE the amount of this Guarantee

shall be adjusted to cover five per cent (5 %) of the Final CONTRACT PRICE in order to

guarantee the performance by SUPPLIER of his obligations during the Warranty Period.


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Should the Final CONTRACT PRICE not be agreed at the time of issuance of the GOODS

DELIVERY CERTIFICATE, then the hereabove stated five per cent (5%) shall apply provisionally

to the highest amount put forward as final value of the CONTRACT PRICE by SUPPLIER.

COMPANY shall accept such provisional amount of the Guarantee without prejudice to its own

position, and the definitive value of the Guarantee shall be established at the time of approval ofthe final assessment as per Clause 5 of the PURCHASE ORDER.

IV. Claim for the liquidation of this Guarantee can be filed by the COMPANY with a written notice to

the GUARANTOR not later than 30 (thirty) days after the expiration date of this Guarantee, or any

extension of the validity thereof, in accordance with conditions stipulated in the CONTRACT,

which extension shall be effective by issuing of an amendment to this Guarantee.

Each demand by COMPANY for payment under this Guarantee shall be made in writing by

registered letter in the format of Annex 3/B to the following address:

(11)................................................................

GUARANTOR shall promptly notify to COMPANY any change in the above address.

V. GUARANTOR shall make payment hereunder on first demand without restriction or conditions

and notwithstanding any objection by SUPPLIER. GUARANTOR shall not require COMPANY to

justify the breach indicated in its demand for payment, nor shall GUARANTOR have any recourse

against COMPANY in respect of any payment made hereunder

VI. No alteration in the terms of the CONTRACT made by agreement between SUPPLIER and

COMPANY nor any failure by COMPANY to insist on proper performance of the CONTRACT or to

pursue all remedies available to it against SUPPLIER shall in any way release GUARANTOR from

all or any part of its liabilities under this Guarantee.

VII. GUARANTOR shall pay any sum demanded by COMPANY hereunder within fifteen (15) calendar

days after the date of receipt of COMPANY's demand.

VIII. This Bank Guarantee shall remain valid for a periof of . () months, effective on the date of

. and expired on the date of .

IX. The amount of this Guarantee as established pursuant to paragraph III above shall be reduced by

the amount of any payments made by GUARANTOR to COMPANY hereunder.

X. Unless defined in this Guarantee, capital terms used in this Guarantee which are defined in the

CONTRACT shall have the meanings given to them in the CONTRACT.

XI. This Guarantee shall be interpreted in accordance with the laws of the Republic of Indonesia.

GUARANTOR hereby waives his rights and privileges under Article 1831 of Kitab Undang-

Undang Hukum Perdata (Indonesian Civil Code) to plead for seizure and sale of the assets ofSUPPLIER before the settlement of his debts as referred to within Article 1832 of Kitab Undang-

Undang Hukum Perdata (Indonesian Civil Code).

Any proceedings for enforcement shall be brought before the Kantor Panitera Pengadilan Negeri

(Office of the Registrar of the State Court) in ................ as chosen by the

GUARANTOR

XII. GUARANTOR represents that this Guarantee has been established in such forms and with such

content that it is fully and freely enforceable against GUARANTOR in the manner provided in

paragraph XI above.

(Date)........................................................200......


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(Common Seal of Signature of GUARANTOR or such other formality as may be required under the law to

render a unilateral promise binding on the GUARANTOR).

..

GUARANTOR

Name:Position:

(1) Name of the Bank proposed by SUPPLIER and approved by COMPANY

(2) Address of office of Bank

(3) GUARANTOR officer's name and quality

(4) Reference of the CONTRACT

(5) Date of execution of the CONTRACT

(6) Name of SUPPLIER

(7) Address of office of SUPPLIER

(8) Title or purpose of the CONTRACT

(9) References or documents (letter or telexes) committing the PARTIES to implement theCONTRACT

(10) In figures and letters

(11) Bank address for notices


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ANNEX 3/B

BANK GUARANTEE

FORM OF DEMAND

To:

Dear Sirs,

Re: GUARANTEE dated ..........................

We refer to the above Bank Guarantee given by you to us (the "Guarantee"). This is the Demand as

defined in the Guarantee.

Terms defined in the Guarantee shall have the same meaning in this Demand.

We certify that the SUPPLIER is in breach of the CONTRACT and hereby demand that you pay to us

...........................................

The monies are to be paid into our Account N: ...................................... with .....................

..............................................

Signed by ...................................

For TOTAL E&P INDONESIE

Date : .............................


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ANNEX 4

FINAL ACCOUNT AND RELEASE CERTIFICATE


31/36



ANNEX 4

FINAL ACCOUNT AND RELEASE CERTIFICATE

Reference of CONTRACT

PURCHASE ORDER No.........

Between : TOTAL E&P INDONESIE (COMPANY)and : . (SUPPLIER)

Title or purpose of the PURCHASE ORDER :.....................................

Signed on......................

With the incorporation of the following CHANGE ORDERS- .........- .........

- .........(No other CHANGE ORDER to be taken into consideration)

1. It is hereby recorded that the final value of the GOODS under the CONTRACT is:USD ...................... (in figures and letter)

2. SUPPLIER acknowledges that the above amount is the final amount of the CONTRACT and waivesall and any claim with respect to any further sums, in connection with the CONTRACT.

3. SUPPLIER hereby declares to have duly paid his employees and agents, his VENDORS and that noclaim from any of them or from any third party remains unsatisfied or is foreseeable, and herebycommits himself to pay, and indemnify and hold harmless COMPANY, its associates in the

Consortium if any, its and their respective AFFILIATES and the owners of the SITE, for any suchclaims that could however arise in connection with the GOODS.

4. Issuance of this Final Account Release certificate shall not release SUPPLIER from his warrantyobligations and other provisions of the CONTRACT which expressly or by their nature survive the saidcertificate.

Entered into this..... day of...........20

For and on behalf of For and on behalf of

..(SUPPLIER) (COMPANY)

Signature : Signature :Name : Name :Position : Position:


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ANNEX 5

ASSIGNMENT AGREEMENT


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ANNEX 5

ASSIGNMENT AGREEMENT

This Assignment Agreement made the ..... day of .............. two thousand .. ..... by and between:

............................... - ........ (hereinafter referred to as COMPANY), a company organised and existing

under the laws of ..... and having its registered office in .......................... - ....., represented by Mr. .......in

his capacity of ..............,

OF THE ONE PART,

AND:

............................... (hereinafter referred to as CONTRACTOR), a company organised and existing under

the laws of ........., and having his registered office .................., represented by Mr. ................... in his

capacity of .....................,

OF THE SECOND PART,

AND:

.............................. (hereinafter referred to as SUPPLIER), a company organised and existing under the

laws of .........., and having his registered office ..............., represented by Mr...................... in his capacity

of .....................,

OF THE THIRD PART,

WHEREAS COMPANY and SUPPLIER are parties to a Contract referenced n.... and dated ................ as

amended (hereinafter called ASSIGNED CONTRACT) for the fabrication and delivery of a ............

(hereinafter called PACKAGE),

WHEREAS COMPANY and CONTRACTOR are parties to a Contract referenced n .... (hereinafter called

EPSCC Contract) and dated ................. for the construction of a ......... within which the PACKAGE shall

be incorporated (collectively called hereinafter PLANT),

WHEREAS COMPANY wishes to assign to CONTRACTOR all its rights and obligations under

ASSIGNED CONTRACT, and CONTRACTOR and SUPPLIER consent to such assignment under the

terms and conditions set out hereinafter,

NOW THEREFORE THE PARTIES AGREE AS FOLLOWS:

ARTICLE 1 - Effective Date of AssignmentThe present Assignment Agreement shall be effective as of ...................................

ARTICLE 2 - Object of Assignment

As of the effective date of Assignment Agreement, CONTRACTOR shall be responsible under ASSIGNED

CONTRACT for the proper fulfilment of all COMPANY's obligations and for enforcing all COMPANY's

rights and in general for ensuring that SUPPLIER's realisation of the PACKAGE and performance of the

associated WORK are in strict compliance with all requirements of ASSIGNED CONTRACT. For such

purposes and as of the effective date of Assignment Agreement, all references to "COMPANY" in

ASSIGNED CONTRACT shall be construed to mean "CONTRACTOR".

COMPANY declares that prior to entering the present Assignment Agreement, it has provided

CONTRACTOR with a complete copy of the ASSIGNED CONTRACT and all associated documents,information and correspondences as listed in Appendix 1.


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SUPPLIER declares that he has reviewed such ASSIGNED CONTRACT and associated documents,

information and correspondences, and certifies that Appendix 1 is complete.

CONTRACTOR declares that prior to entering the present Assignment Agreement he has carefully

examined ASSIGNED CONTRACT and all such COMPANY supplied documents relating to ASSIGNED

CONTRACT and has obtained a full understanding and knowledge of the nature, quality and Scope of thePACKAGE and all obligations under ASSIGNED CONTRACT and as can be inferred therefrom.

CONTRACTOR hereby declares that he is fully satisfied as to the correctness and sufficiency of the

conditions of ASSIGNED CONTRACT.

CONTRACTOR declares that he accepts to be bound by ASSIGNED CONTRACT as if he had originallyentered into ASSIGNED CONTRACT at the effective date thereof.

SUPPLIER represents that (i) COMPANY has done nothing since the effective date of the ASSIGNEDCONTRACT that could affect any rights or obligations for either party to the ASSIGNED CONTRACT orotherwise affect any provisions thereof and SUPPLIER hereby renounces the right to make any claimsunder this Assignment based on any action or omission of COMPANY between the effective date of theASSIGNED CONTRACT and the effective date of this Assignment (ii) at the effective date of thisAssignment, it has no outstanding unsatisfied claim(s) with regard to the ASSIGNED CONTRACT andhereby renounces the right to make any claims for additional costs, expenses and/or time againstCONTRACTOR and COMPANY in that regard (iii) it has duly performed and observed all obligations andliabilities under the ASSIGNED CONTRACT up to the effective date of this Assignment including but notlimited to its obligations and liabilities in respect of Time Schedule.

COMPANY represents that (i) it has duly performed and observed all obligations and liabilities under theASSIGNED CONTRACT up to the effective date of this Assignment (ii) SUPPLIER has duly performedand observed all obligations and liabilities under the ASSIGNED CONTRACT up to the effective date ofthis Assignment including but not limited to its obligations and liabilities in respect of Time Schedule and(iii) at the effective date of this Assignment, it has no outstanding unsatisfied claim(s) with regard to theASSIGNED CONTRACT and hereby renounces the right to make any claims against CONTRACTOR in

that regard.

In consideration of the above representation by SUPPLIER and COMPANY, CONTRACTOR hereby

renounces to make any claims under the present Assignment based on any action or omission of

COMPANY and/or SUPPLIER between the effective date of ASSIGNED CONTRACT and the effective

date of Assignment Agreement.

ARTICLE 3 - Remuneration for Assignment

3.1 CONTRACTOR's Remuneration for Assignment

CONTRACTOR has taken into account all direct and indirect costs and expenses, including

contingencies, due to his acceptance of the present Assignment and/or resulting therefrom.

CONTRACTOR's fee(s) set out in EPSC Contract is an all-inclusive fee for remuneration of thepresent Assignment. CONTRACTOR therefore undertakes to make no claims concerning the

present Assignment.

3.2 SUPPLIER's Remuneration for Assignment

SUPPLIER's additional costs and expenses including contingencies due to the present

Assignment were evaluated, taken into account and included in SUPPLIER's lump sum

remuneration under the ASSIGNED CONTRACT. SUPPLIER therefore hereby renounces to

make any claims for additional costs or expenses due to the present Assignment.

3.3 Invoicing Status of ASSIGNED CONTRACT as of the effective date of Assignment Agreement


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Invoicing status of ASSIGNED CONTRACT as of the effective date of Assignment Agreement,

including any Change Orders, is set out in Appendix 2 hereto and is deemed approved by all

Parties hereto as of signature of the present Assignment.

ARTICLE 4 - Modi ficat ions to ASSIGNED CONTRACT

4.1 No Amendment or Modifications without COMPANY's consent

CONTRACTOR and SUPPLIER hereby undertake to make no amendments or modifications to

the ASSIGNED CONTRACT without COMPANY's prior consent.

4.2 Bank Guarantee

The Bank Guarantee related to the ASSIGNED CONTRACT shall be reissued by SUPPLIER for

the benefit of CONTRACTOR in lieu of COMPANY for the overall amount of such Bank

Guarantee.

ARTICLE 5 - Formali ties due to Ass ignment

CONTRACTOR shall be responsible for effecting all formalities due to the present Assignment includingbut not limited to notifying such assignment as necessary to appropriate authorities and to any and all

concerned third parties and for notifying SUPPLIER of the change of address for invoicing, notices and

the like, and as provided for under the ASSIGNED CONTRACT. Such formalities are included in

CONTRACTOR's remuneration for Assignment as provided for under the EPSCC Contract.

ARTICLE 6 - Conf lict of Interest

CONTRACTOR and SUPPLIER hereby undertake to make no arrangement and enter into no agreement

with each other or with third parties, concerning the PACKAGE, the PLANT, the ASSIGNED CONTRACT,

the EPSCC Contract, without COMPANY's prior consent thereof. Each Party hereto hereby undertakes

not to employ personnel of any of the other Parties without COMPANY's prior consent.

ARTICLE 7 - Enti re Agreement

The present Assignment Agreement represents the entire agreement agreed upon by all Parties hereto

concerning the subject matter hereof. Nothing contained herein shall be construed as a release of

SUPPLIER's and/or CONTRACTOR's obligations and/or liabilities under ASSIGNED CONTRACT or

under EPSCC Contract.

ARTICLE 8 - Termination of Assignment

In the event of the termination of the EPSCC Contract between COMPANY and CONTRACTOR,

COMPANY shall have the option of terminating the present Assignment Agreement.

ARTICLE 9 - SUPPLIER's Consent to Assignment

SUPPLIER hereby accepts CONTRACTOR as a party to the ASSIGNED CONTRACT and agrees that as

of the effective date of Assignment CONTRACTOR shall be entitled to hold and enforce all rights and

privileges of COMPANY under the ASSIGNED CONTRACT and accepts that CONTRACTOR assumes all

COMPANY obligations including those under the payment provisions of the ASSIGNED CONTRACT.

ARTICLE 10 - Law governing ASSIGNED CONTRACT

This Assignment Agreement shall be governed and interpreted in accordance with the laws of ...................


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Date post:	14-Apr-2018
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