2nd Draft dated 21st April 2006

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D R A F TS U P P L Y C O N T R A C T V - 6730

hereby entered into by and between

Purchaser

RUPALI POLYSTER Ltd.

241-242, UPPER MALL SCHEMEANAND ROAD, LAHORE 54000 PAKISTAN(hereinafter referred to as PURCHASER)

and

DEUTZ POWER SYSTEMS GMBHCARL BENZ STRASSE 1D-68167 MANNHEIMFEDEARL REPUBLIC OF GERMANY(hereinafter referred to as SUPPLIER)

(PURCHASER and / or SUPPLIER hereinafter jointly or individually referred to as PARTY(IES))

Table of content1.Subject of the Contract 32.Terms of delivery and delivery dates... 43.Contract Price. 44.Terms of payment.. 55.Risk of loss.. 56.Warranty... 67.Acceptance.. 68.Overall limitation of Liability... 89.Force Majeure. 810.Collateral agreements and effectiveness of the Contract.. 911.Applicable law and Jurisdiction 9LIST OF AnnexesAnnex I ..Scope of Supply of GENSETS and SERVICESAnnex II Technical Description TD | 6730 | i1 | 2008Annex III .Form of Letter of CreditAnnex IV Acceptance ParametersAnnex V..Battery Limit

Annex VIProject Time Schedule

Annex VIIContract Price and Terms of Payment

Annex VIII.Engineering

Annex IX.Commissioning Procedure

Annex XSpare Parts

Annex XI...Performance Bond

Preamble

IWHEREAS the PURCHASER is a public company limited by shares incorporated and existing under the laws of the Islamic Republic of Pakistan and has its head office at________________________________; andII. WHEREAS the SUPPLIER is a company incorporated and existing under the laws of the Federal Republic of Germany having its head office at Carl Benz Strasse 1, D-68167 Mannheim, Fedearl Republic Of Germany; andIII. WHEREAS the SUPPLIER has extensive experience in serving the PURCHASER with reliable advanced products, which result in high power density and low installation cost. Proven design and optimized components enable a service life of [----------] operating hours before the major overhaul; and

IV. WHEREAS the PURCHASER intends to purchase from the SUPPLIER GENSETS, SUPERVISION and SERVICES, which are highly developed and tested to each customers specific requirements. SUPPLIERs GENSETS are designed for stationary, continuous duty operation, and are characterized by particularly high efficiencies, low emissions and high durability and reliability; andIV.WHEREAS the PURCHASER has/is going to purchase(d) certain GENSETS, SUPERVISON and SERVICES from the SUPPLIER, so that the PURCHASER will get the whole plant for generation of electricity, which will work in harmony and in a synchronized manner with the existing power plant of the PURCHASER.NOW THEREFORE, IN CONSIDERATION OF THE PROMISES AND MUTUAL AGREEMENT HEREIN CONTAINED THE PARTIES AGREE AS FOLLOWS:WITNESSETH THAT:1. DEFINITIONS

The following terms with capital letters shall have the meanings defined below unless in any particular instance the CONTRACT expressly indicates otherwise. Words importing persons include corporations and words importing the singular include the plural and vice versa where the context requires.

1.1 Acceptance- Shall mean the event of signing a certificate of the GENSETS; it shall also mean the event on which, according to the stipulations of the CONTRACT, all the GENSETS are deemed to be accepted.1.2 APPLICABLE RULES Shall mean IEC codes, standards and regulations as far as this CONTRACT provides for their application to the performance of the CONTRACT and Laws and Regulations being in force in Pakistan to the extent they are mandatory for the performance of the CONTRACT.

1.3 AMENDMENT Shall mean document signed by the PARTIES, which introduces modifications to the CONTRACT or any CONTRACT element in accordance with Article __.1.4 BANK GUARANTEE Shall mean the BANK GUARANTEE referred to in Clause ___. 1.5 BATTERY LIMITS- Shall mean as defined in Annex V1.6 CHANGE ORDER Shall mean any request by the PURCHASER to the SUPPLIER for a change, modification, addition or deletion with respect to the GENSETS that affects the CONTRACT PRICE, the PROJECT TIME SCHEDULE (APPENDIX VI), any of the ACCEPTANCE PARAMETERS (Annex IV) or any material right or obligation of either PARTY.

1.7 CONTRACT Shall mean all the terms and provisions appearing in the Articles of this document and Annexes hereto.

1.8 CONTRACT PRICE Shall mean the fixed amount to be paid by PURCHASER to SUPPLIER for the GENSETS as described in CONTRACT PRICE AND TERMS OF PAYMENT SCHEDULE (APPENDIX VII).

1.9 COMMISSIONING Shall mean the operation of the GENSETS until PROVISIONAL TAKE OVER, during which period also the PERFORMANCE TESTS will take place. 1.10 DELIVERY Shall mean terms as defined in Article 3.

1.11 GENSETS Shall mean industrial/commercial ___ number of engines model ___________ with additional equipments as more particulary described in Scope of Supply (Annex I) & Technical Description (Annex II).

1.12 ENGINEERING Shall mean SUPPLIERs performance under the Contract for the Implementation of the GENSETS in accordance with the Appendix VIII.

1.13 ERECTION Shall mean the installation by PURCHASER, of all equipment and materials forming all together the GENSETS, including MECHANICAL TESTS, under the SUPERVISION of the SUPPLIER and in accordance with the written instructions contained in the Technical Description (Annex II);

1.14 FACTORY TEST Shall mean testing of GENSETS as defined in Technical Description (Annex II).

1.15 FINAL ACCEPTANCE Shall mean the time at which the PURCHASER accepts the GENSETS after the expiration of the WARRANTY PERIOD

1.16 MECHANICAL COMPLETION Shall mean the state and/or the date when all GENSETS have been erected and installed. 1.17 MECHANICAL TESTS shall mean the running of individual equipment and materials (including the GENSETS), with water, electricity, air, no-load tests, loop tests, and/or whatever else is required to check and to verify the MECHANICAL COMPLETION and the mechanical readiness of all the equipment and materials (including the GENSETS) for START-UP under the SUPERVISION of the SUPPLIER, all as specified in the Commissioning Procedure (Annex IX);

1.18 PERFORMANCE AND RELIABILITY TESTS - Shall mean test executed according to Commissioning Procedure (Annex IX).

1.19 PROJECT TIME SCHEDULE (Annex VI) - Shall mean the schedule for delivery performance of the EQUIPMENT.

1.20 PRODUCT(S) Shall mean electrical power as the context may provided, specified and guaranteed in Appendix IV for the industrial/commercial use in the Industry.

1.21 PROVISIONAL TAKE OVER Shall mean the successful completion of the COMMISSIONING, START UP and Test Run.

1.22 PURCHASER Shall mean RUPALI POLEYSTER LIMITED a public company limited by shares incorporated and existing under the laws of the Islamic Republic of Pakistan and having its head office at________________________________1.23 RISK Shall mean as defined per DELIVERY term and Incoterms 2000.

1.24 SITE Shall mean the actual place where the EQUIPMENT is to be erected.

1.25 SPARE PARTS Shall mean those items which are mutually agreed between the SUPPLIER and the PURCHASER to be the replacement parts as per Appendix X.

1.26 SUB-SUPPLIER(S) Shall mean all persons and companies and their employees, used by the SUPPLIER in accordance with the CONTRACT to perform the GENSETS supply.

1.27 SUPERVISION Shall mean the technical services, direction, instructions, advise, guidance, and supervision for the purposes of ERECTION, MECHANICAL TESTS, MECHANICAL COMPLETION, COMMISSIONING, START-UP, operation and conduct of PERFORMANCE TESTS of the EQUIPMENT till PROVISIONAL TAKE OVER as specified in Article __.

1.28 SUPPLIER Shall mean DEUTZ Power Systems Gmbh, a company duly organised and existing under the Laws of Federal Republic of Germany, whose registered office is at Carl Benz Strasse 1, D 68167, Mannheim, Federal Republic of Germany.

1.29 WARRANTY PERIOD Shall mean the period defined in Article 7.2.

1.30 WORK or WORKS Shall mean all the delivery of GENSETS, SUPERVISION and any SERVICES to be supplied by the SUPPLIER under this CONTRACT.

1.31 CFR shall mean Cost and Freight as is further specified as per INCOTERMS 2000;

1.32 CPT shall mean Carriage Paid To as is further specified as per INCOTERMS 2000;

1.33 DDP shall mean Delivered duty paid as is further specified as per INCOTERMS 2000;

1.34 DDU shall mean Delivered duty unpaid as is further specified as per INCOTERMS 2000;

1.35 EXW shall mean Ex Works as is further specified as per INCOTERMS.

2.Subject of the Contract2.1 Subject to the terms and conditions of this Supply Contract, the SUPPLIER agrees to supply to the PURCHASER, the SUPPLIER design, know-how, basic and detail engineering in the form of technical documentation, manufacture and deliver the EQUIPMENT and SUPERVISION ERECTION and installation of the EQUIPMENT and to perform the services (hereinafter referred to as SERVICES) as specified in Annex I to this Contract and the PURCHASER agrees to purchase and receive the SUPPLIER design, know-how, basic and detail engineering in the form of technical documentation, manufacture and delivery of such GENSETS, SUPERVISION and SERVICES for the ERCETION and installation of the GENSETS and SERVICES under the SUPERVISION of SUPPLIER as specified in Annex I to this Contract, including all items tools, spare parts and consumable spare parts, as specified in Annex X, to be used for a PURCHASER power plant in ___________, Pakistan, for the production of electric power as per the requirement of the PURCHASER; and. 2.2 Any equipment or material which is required to construct the GENSETS within BATTERY LIMIT so that it can fulfill the ACCEPTANCE PARAMETERS as specified in Annex IV and which is not specified by the SUPPLIER in ANNEX I shall be provided by the SUPPLIER, free of any costs, to the PURCHASER, and at his own expense, DDU Karachi Port. In case of delivery of such additional equipment or material not specified in ANNEX I after delivery of the GENSETS has been completed, the SUPPLIER shall make delivery DDP at the GENSETS SITE and PURCHASER will render all required assistance for customs clearance.

1.1 2.3 The SUPPLIER shall ensure that the GENSETS is designed to meet all the physical conditions at SITE, including, but not limited to the kind of climate and utilities etc. available thereon.

2.4 Unless otherwise provided for in this Contract, the SUPPLIERS obligation to perform according to Clause 1.1 is conditioned upon the PURCHASER ensuring:

a) That the employees of the SUPPLIER have safe and unrestricted access to the site on which the GENSETS are to be installed and operated.

b) That all necessary work to be performed by the PURCHASER or other contractors of PURCHASER prior to the performance of the SERVICES by the SUPPLIER have been successfully and entirely completed.

c) That all tools, equipment, materials and manpower, which are necessary for the performance of the SERVICES according to Clause 1.1 that the SUPPLIER does not provide under this Contract are provided free of charge and at the risk of the PURCHASER.d) That the PURCHASER provides suitable and lockable storage rooms for equipment and apparatus of the SUPPLIER.

e) f)

2.5 The SUPPLIER shall, in accordance with this CONTRACT and with due care and diligence, deliver the GENSETS within the PROJECT TIME SCHEDULE (APPENDIX VI).2.6SUPPLIER shall supply the consumables SPARE PARTS for up to ______ hours of plant operation along with commissioning spares as defined in Appendix X for operations along with COMMISSIONING SPARE PARTS as specified in Annex X and the purchaser shall rely on the list of such SPARE PARTS supplied by the SUPPLIER. 2.7 SUPERVISION of by the SUPPLIER shall include the following

2.7.1SUPERVISION of ERECTION, MECHANICAL COMPLETION, START-UP, COMMISSIONING and PERFORMANCE TEST of the EQUIPMENT during up to PROVISIONAL TAKING OVER. Cost of such SUPERVISION is included in the CONTRACT PRICE.

2.7.2SUPERVISION of piping works, including fabrication at the SITE during ERECTION of the GENSETS so as to ensure that the GENSETS can achieve the ACCEPTANCE PARAMETERS as specified in Annex IV.

2.7.3Assistance in working out and updating of the GENSETS START-UP in accordance with Annex IX from the view point of GENSETS PROVISIONAL TAKING OVER.

2.7.4Fine tuning of process control and other instrumentation of the GENSETS.

2.7.5Any other SUPERVISION required to be provided to the PURCHASER in order to accomplish ERECTION and COMMISSIONING of the GENSETS within the BATTERY LIMIT.

2.7.6During the whole period of SUPERVISION the GENSETS shall be under the charge of the SUPPLIER and the SUPPLIER shall not act in any manner contrary to the instructions, guidance and advice issued by the SUPPLIER in writing

2.7.7The SUPPLIER shall bring along with them any special tools which are required for the performance of their duties.

2,8INFORMATION, DRAWINGS AND DATA

2.8.1The PURCHASER is responsible for providing required information for the SUPPLIER to fulfill his obligations according to Document Submittal Schedule, as specified in the Annex XI.

2.8.2.The SUPPLIER will send Technical Description of the GENSETS in accordance with Drawing Submittal Schedule (Annex XI). Any comments the PURCHASER might have to these drawings shall be remitted within fourteen (14) days after receipt, otherwise they are be deemed to be approved.

2.8.3The SUPPLIER shall be responsible for any discrepancies, errors and omissions in his drawings and information, whether the PURCHASER has approved them or not.

2.8.4The PURCHASER shall be responsible for the drawings and information supplied in writing by the PURCHASER.

2.8.5Notwithstanding anything contained hereinabove, any documents, drawings, information etc provided by the PURCHASER to the SELLER in respect of the GENSETS or otherwise in relation to this CONTRACT shall not absolve, exonerate or discharge the SUPPLIER liability and obligations under this CONTRACT and under any other law for the time being in force in respect of such GENSETS.

2.9INSPECTION

2.9.1The PURCHASER is entitled to physically review relevant progress of the manufacture of the GENSETS. For this purpose the PURCHASER having provided reasonable notice to the SUPPLIER shall have access to the said workshop during normal business hours, but without interfering with the progress of the GENSETS manufacture.

2.9.2The SUPPLIER shall give the PURCHASER notice in writing at least two (2) weeks before any FACTORY TEST of the GENSETS that are subject to FACTORY TEST and which must be at least one (1) month before the dispatch EXW.

2.9.3Notwithstanding anything contained hereinabove, PURCHASER inspection or failure to inspect the GENSETS shall not absolve, exonerate or discharge the SUPPLIER liability and obligations under this CONTRACT and under any other law for the time being in force in respect of such GENSETS.3.Terms of delivery and delivery dates

3.1Delivery of the GENSETS will be effected in accordance with and be subject to CFR Sea Port Karachi, Pakistan condition according to INCOTERM.

3.2The following delivery of the are agreed

Ex-Works delivery of the GENSETS according to Annex 1 will be 5-6 months (to be agreed) after Contract effective date.

3.3Compliance with the Project Time Schedule (Annex VI) by the SUPPLIER is conditioned upon PURCHASERS fulfilling its contractual obligations under this Contract.

3.4In the event the SUPPLIER fails to deliver the GENSETS on the delivery dates due to the negligence of the SUPPLIER the PURCHASER shall be entitled to claim liquidated damages for delayed delivery at a rate of 0.50% of the CONTRACT PRICE for every full week of delay. If the delivery of the GENSETS is delayed beyond twelve weeks (12) the PURCHASER shall have the right to terminate the CONTRACT. The payment of liquidated damages shall not absolve the SUPPLIER from its obligations to deliver the delayed portion of the GENSETS (Annex I) and/or Technical Description (Annex I).3.5 EQUIPMENT shall be packed to as per export standard sea worthy packing which is fit for the purpose for transport of such like equipment. An international inspection company, acceptable to the SUPPLIER will supervise the packaging procedure. A report regarding the quality of the packaging procedure and completeness of the GENSETS will be forwarded to the PURCHASER. All costs arising from these services shall be borne by the SUPPLIER.

3.6 SUPPLIER shall provide the following documentation commercial invoice, packing list, European Certificate of Origin (if required) Bill of Lading and any other documents required by the PURCHASER for the importation of the GENSETS.

3.7 If the SUPPLIER is responsible for any shortages or errors in GENSETS as specified in Annex I, the SUPPLIER shall deliver the missing parts DDP SITE Pakistan.

3.8 The PURCHASER shall inform SUPPLIER in writing two weeks after the signing of CONTRACT of its requirements as regards the format and contents of the packing lists and shipping invoices and on any important matters to be taken into consideration in this respect. SUPPLIER shall prepare the packing lists and shipping invoices accordingly and shall send to the PURCHASER by courier service or telefax the packing lists and shipping invoices prepared by SUPPLIER for shipment actually dispatched as soon as practical, but in any event prior to submission of these documents to the bank.

2.1 Delivery of the Technical Description will be effected by courier service CPT to the Head Office of the PURCHASER.4.Contract price4.1 The PURCHASER agrees to buy from the SUPPLIER and the SUPPLIER agrees to supply, sell and render the PURCHASER the GENSETS, SPARE PARTs, SUPERVISION and other SERVICES to be rendered by the SUPPLIER as per the Scope of Supply and Technical Descriptions for the total contract price of EURO xxx.xxx.00 (in words: xxxxxxxxxxxxxxxxxxxxxxxxxx).4.2The CONTRACT PRICE is fixed and not subject to escalation.4.3The prices stipulated in clause 3.1 do not include VAT. In case VAT incurred, it shall be added in the amount according to legal regulations.

4.4The CONTRACT PRICE excludes any duties, taxes or levies except those withholding taxes which the PURCHASER is bound by law of Pakistan to deduct.4.5The SUPPLIER shall arrange a PERFORMANCE BOND, in favour of the PURCHASER as follows:

A PERFORMANCE BOND equal to 45% (forty five percent) of the CONTRACT PRICE to be issued to the PURCHASER within 30 days of signing the CONTRACT, the wording as per PERFORMANCE BOND (Appendix XII).The PERFORMANCE BOND shall be valid to the end of the WARRANTY period.5.Terms of payment5.1Payment of the CONTRACT PRICE shall be effected by the PURCHASER as set out below.100% of the CONTRACT PRICE shall be paid out of an irrevocable and confirmed documentary sight letter of credit.5.2For the payments specified in this clause 4.1 an irrevocable and confirmed documentary sight letter of credit, acceptable to the SUPPLIER and according to the Annex III, shall be prepared by the PURCHASER and handed over to the SUPPLIER within 20 calendar days after the effective date of thisCONTRACT. The letter of credit shall be confirmed by a first class German bank and shall be valid at least 3 month after the date of delivery according to Clause 3.

5.All L/C charges outside the country of SUPPLIER shall be on PURCHASER account except for confirmation charges, which are on SUPPLIER account. 6.Variations and SUSPENSION

6.1The SUPPLIER may undertake minor variations in the form of technical modifications of the GENSETS and shall inform the PURCHASER thereof, provided these modifications do not result in additional costs to the PURCHASER or in a delay of the GENSETS supply or affect the intended performance of the GENSETS. For major variations the PURCHASERS approval shall be obtained.

6.2

The PURCHASER may place CHANGE ORDER (S) at any time, provided such changes are technically feasible and acceptable to the SUPPLIER. No CHANGE ORDER shall, together with any change/modification already ordered, involve a net addition to or reduction from the CONTRACT PRICE of more than 15% unless the SUPPLIER and PURCHASER agree in writing.

6.3A CHANGE ORDER shall define in writing explicitly the changes required.

6.4Within three (3) weeks after receipt of such CHANGE ORDER the SUPPLIER shall offer in writing an AMENDMENT to this CONTRACT, defining the necessary changes to the GENSETS, the PROJECT TIME SCHEDULE (APPENDIX VI) and any other terms of this CONTRACT and the additional price for such changes, if any.

6.5Within further two (2) weeks the PARTIES shall agree in writing upon an AMENDMENT incorporating the changes.

6.6Until an AMENDMENT is agreed upon, the SUPPLIER shall proceed with the GENSETS supply as if no changes were implied.

6.7When it is necessary to change the GENSETS due to a change in the APPLICABLE RULES becoming effective or taking place after the formal signing of the CONTRACT the PURCHASER is required to raise a CHANGE ORDER in accordance with Article 6.2 above.

6.8SUSPENSION

6.8.1

The PURCHASER may for its convenience or for any other reason whatsoever suspend the carrying out of the manufacture of the GENSETS by the SUPPLIER in whole or in part, at any time, by giving written notice thereof to the SUPPLIER specifying the nature, effective date and anticipated duration of such suspension and the SUPPLIER shall without undue delay give full effect to and comply with such notice of suspension.

6.8.2

The SUPPLIER shall be entitled to suspend the carrying out of the manufacture of the GENSETS in whole or in part by giving written notice thereof to the PURCHASER in the event any payments to the SUPPLIER are not effected within 30 days of the due date as per Article 4. Upon receipt of the amount(s) due from the PURCHASER, the SUPPLIER shall resume the carrying out of the manufacture of the GENSETS forthwith.

6.8.3

In the event of suspension as per Articles 6.8.1 and 6.8.2 above, the PURCHASER shall pay to the SUPPLIER all additional costs and expenses demonstrably accruing to the SUPPLIER as consequence of the cessation and resumption of the manufacture of the GENSETS including costs for proper protection and maintenance of the GENSETS. The PURCHASER shall pay such costs and expenses monthly against invoices provided by the SUPPLIER.

6.8.4In the event of suspension as per Articles 6.8.1 and 6.8.2 above liquidated damages for late delivery shall not be due and payable for the period of the suspension.7.Risk of loss

7.1Risk of loss and damage to the GENSETS shall be transferred to the PURCHASER when the GENSETS is delivered at Site.

7.2Title to the GENSETS shall be transferred to the PURCHASER when the delivered at SITE.

7.3In case of any damage to the GENSETS or any part thereof the SUPPLIER shall up to FINAL ACCEPTANCE arrange for the repair of the GENSETS or part concerned, or deliver replacement for such GENSETS or part thereof DDP SITE at its own cost and expense as specified in the CONTRACT. In case of any shortage or discrepancy the SUPPLIER shall clarify the same. In case of any short shipment or wrong shipment of the GENSETS or any part thereof SUPPLIER shall deliver such short shipped or wrongly shipped GENSETS or part thereof up to acceptance DDP SITE at its own cost and expense as specified in the CONTRACT. However, SUPPLIER may include any such short shipped or wrongly shipped GENSETS or part thereof in the next scheduled shipment (DDU) Karachi if this does not have any adverse effect on the ERECTION schedules.

7.4PURCHASER will accept the repair of the GENSETS only under the following conditions:

a)The repair does not effect the overall life time of the GENSETS.

b)The repair does not reduce the efficiency of the GENSETS.

7.5 In case of any loss of GENSETS or part thereof in the absence of which any SUPERVISOR(S) present at the SITE cannot perform, or continue to perform, his services, the SUPERVISOR(S) shall immediately be sent back to [____________] (or to his other usual place of residence) until such time when their services are required after the replacement of the lost GENSETS or part thereof, provided that the decision to send the SUPERVISOR(S) back shall be made by mutual consultation between SUPPLIER and PURCHASER and only if the replacement cannot be made readily available within such short time that sending back the SUPERVISOR(S) would not be justified economically.

7.6The SUPPLIER shall continue to perform its obligations under the CONTRACT during the time required for replacement of the lost relevant GENSETS or part thereof.

By way of clarification it is agreed that the transfer of risk and ownership of the GENSETS shall not in any manner, absolve the SUPPLIER of its other obligations and liabilities under the CONTRACT.

6.WARRANTY6.1The SUPPLIER warrants that the EQUIPMENT is new and in compliance with the Scope of Supply (Annex I) and Technical Description (Annex II) of the CONTRACT and is free from any defects in design, materials or workmanship and is of satisfactory quality and fit for the purpose.

6.2The SUPPLIER shall at its own expenses and at the sole option of the SUPPLIER, exchange, replace or repair such parts of the GENSETS which have failed or which have essential impact on their usability during a period of 24 months after the date of commissioning of the GENSETS or and 36 months after the transfer of perils to the PURCHASER, whichever period expires first, solely as a result of a substantial deficiency which was inherent in the GENSETS or the part thereof before transfer of perils and due faulty design, faulty material or bad workmanship. 6.2The PURCHASER must promptly notify the SUPPLIER in writing of obvious defects or deficiencies after detection thereof. Replaced parts shall become the property of the SUPPLIER upon request of the SUPPLIER.

6.3The SUPPLIER is not liable for defects or deficiencies which are resulting from the following reasons, as long as they are not resulting from a default of the SUPPLIER; Importer, unsuitable or negligent use, handling and/or operation of the GENSETS by the PURCHASER or third parties; improper or faulty installation respectively commissioning by the PURCHASER or third parties; use of spare parts other than Genuine DEUTZ Power Systems Parts; normal wear and tear; use of unsuitable consumables (such as, fuel, oil, cooling liquid or any other consumables), particularly the use of consumables not conciliated in the operation manuals; improper building ground; chemical; electro-chemical or electric influences.6.4The PURCHASER shall be obliged to allow after agreement with the SUPPLIER the required time and opportunity for all repairs and replacements necessary in SUPPLIERS sole discretion, otherwise the SUPPLIER shall be exempt from his obligations.

6.5The PURCHASE shall be entitled to remove any defects or deficiencies by himself or third parties and to claim from the SUPPLIER compensation or necessary costs only in urgent case of threat of operational reliability and for defence of out of scale of damages, in which cases the SUPPLIER shall be informed immediately, respectively if the SUPPLIER is behind the schedule with rectification of deficiencies.6.6The SUPPLIER shall bear insofar as the complaint is legitimate out of all costs directly arising from repair or replacement only the costs for the spare parts including the delivery costs and the reasonable costs for removal and minting, as well, if this can be fairly required in the individual case, the costs for eventual necessary mechanics and back staff of PURCHASER. Other costs shall be borne by the PURCHASER.

6.7The initial warranty period of the GENSETS will not be extended due to repair or replacement of parts.7.Acceptance

7.1The PARTIES agree that directly after the commissioning a performance test shall be executed. For the execution of a performance test the following applies;a)This Supply Contract and the description of scope of supply for the GENSETS may include many different performance parameters and technical data related to the GENSETS. However the PRTIES agree that the only critical performance parameters related to the GENSETS are electrical output and fuel consumption to the extent each is specified in Annex IV (hereinafter referred to as ACCEPTANCE PARAMETERS).

b)The PURCHASER has to inform the SUPPLIER about the execution of the performance test in such due time, at least two weeks before the test should be executed, that the SUPPLIER or his representative are able to participate.c) Regarding the performance test a protocol will be furnished and signed by PURCHASER and SUPPLIER or their representatives. This protocol will specify the acceptance of the GENSETS or the conditional acceptance of the GENSETS. In the latter case possible defects claimed by the PURCHASER have to b included in the protocol. The GENSETS will be considered as accepted, if the ACCEPTANCE PARAMETERS are achieved during the performance test. d) The PURCHASER has not right to deny the acceptance of the GENSETS and the signing of the performance test protocol due to minor deficiencies, particularly deficiencies not concerning the ACCEPTANCE PARAMETERS. The SUPPLIER shall remedy these deficiencies in a reasonable period.

e) In case of deviations of ACCEPTANCE PARAMETERS from the values specified in Annex IV the PURCHASER shall grant the SUPPLIER two times a reasonable period of minimum 8 weeks for remedying such deficiencies. The performance test for such defaulting GENSET shall the be repeated.

f) The contractual tolerances and the tolerances of the meausirng system applies in favour of the SUPPLIER.

g) The GENSETS shall also considered as accepted

a)if it was not possible to conduct the performance test due to reasons the SUPPLIER was not responsible for;

b)if the PURCHASER refuses to accept the GENSETS, without being entitled for it;

c)if the PURCHASER refuses to sign a performance test protocol, setup according to Clause 7.1 c);

d)as soon as the PURCHASER operates the GENSETS.h) If the PURCHASER is suffering losses due to non-compliance of ACCEPTANCE PARAMETERS, which is taking place to SUPPLIER fault, the PURCHASER to the exclusion of any other remedy, shall be entitles to claim liquidated damages. The amount of liquidated damages shall be calculated as follows:

a) electrical output0.25% of contract price of deficient gensets per 1% power deficiency; maximum 2.5% of the contract price of deficient gensets

b) fuel consumption 0.25% of contract price of deficient gensets per 1% consumption increase; maximum 2.5% of the contract price of deficient gensetsThe total of all liquidated damages is limited to a total of 5% of the contract price of deficient gensets.

7.4 The liability of the SUPPLIER for meeting the ACCEPTANCE PARAMETERS expires;a)on successful performance of ACCEPTANCE PARAMETERS during the performance test; or

b)on the date of payment by the SUPPLIER of liquidated damages pursuant to Clause 7.3 (if applicable); or

c)After the expiry of WARRANTY PERIOD, unless the SUPPLIER is responsible for the delay of the PERFORMANCE TEST, in which case said period shall be accordingly extended.

7.5Any other claims of the PURCHASER resulting from faults of the GENSETS, in particular any claim of compensation of damages, not occurring on the GENSETS themselves are exhausted.

8.Overall limitation of liability

8.1The SUPPLIER shall not be liable to the PURCHASER for any indirect or consiquental loss or damage whatever of which legal ground, including, but not limited to, loss of profit, loss of use, loss of production or loss of contracts.8.2Without prejudice to the limitations and exclusions of liability in favour of the SUPPLIER the aggregate liability of the SUPPLIER to the PURCHASER, whether under the Supply Contract or under Law is limited to 7.5% of the total contract price according to Clause 3.1.9.Force Majeure

9.1The delivery dates and the time for fulfillment of any of the obligations of SUPPLIER and PURCHASER shall be reasonably extended in case of any delay arising out of an event of Force Majeure such as, but not limited to theft, fire, flood, epidemics, earth quakes or other natural catastrophes, war blockades, embargos, industrial conflicts, in particularly strikes and lock outs or any other event beyond the wishes and control of the SUPPLIER or any sub-supplier. The SUPPLIER shall also not be held responsible if the circumstances occur during a delay in delivery. About the aforementioned circumstances the SUPPLIER shall notify the PURCHASER as soon as reasonably practicable regarding commencement and termination of these delays. If the performance of the Contract is substantially prevented, hindered or delayed for a single period of more than 90 days or on aggregate period of more than 150 days on account of one or more events of Force Majeure during the running time of the Contract, the PARTIES will attempt to develop mutually satisfactory solution within 30 days. If the PARTIES cannot reach a mutually acceptable solution within this time period either PARTY may terminate the CONTRACT by giving a written notice to the other. The PURCHASER has to indemnify the SUPPLIER from any costs resulting from performance of this Contract which can not be compensated otherwise.10.Collateral agreements and effectiveness of the Contract10.1This Contract shall become effective from the date of signature thereof by both PARTIES.10.2Collateral agreements and changes of the Contract shall be valid only when executed In writing.

10.3Previous agreements on the subject matter of this Contract shall become invalid upon signature of the Contract.

10.4in the event that individual provisions of the Contract have become or become invalid upon conclusion or during the term of this Agreement, the remaining provisions shall, nevertheless remain valid. The PARTY will make efforts to agree on new provisions instead of the invalid ones which will be legally effective, correspond to the tenor of this Contract and approach the purpose of the invalid provision as much as possible.

10.5In the event the down payment or payments guarantees according to Clause 4 are not executed within 12 months after the date of effectiveness of the contract, the Contract will be automatically cancelled.10.6If one or several provisions of this Contract

11.Applicable law and Jurisdiction

11.1Pakistan rest is fine

11.2

11.311.4___________________________________________________________________

Place

Date

____________________________________________________________________

for Rupali Polyester Ltd.

___________________________________________________________________

Place

Date

____________________________________________________________________

for DEUTZ Power Systems Gmbh

Witness:

Witness:

__________________________

_________________________

Name: ____________

Name: ____________

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