SABIC STANDARD TERMS AND CONDITIONS FOR THE … - SABIC... · - 1 - LA - STC –C3 / KSA V.2 SABIC STANDARD TERMS AND CONDITIONS FOR THE PURCHASE OF SERVICES INTRODUCTION The Purchaser

LA - STC – C3 / KSA

V.2

SABIC STANDARD TERMS AND CONDITIONS

FOR THE PURCHASE OF SERVICES

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CONTENTS

Clause Page

1. Definitions and Interpretation ......................................................................................................... 1

2. Purchase Order or Release Order ................................................................................................. 3

3. The Portal ...................................................................................................................................... 4

4. Scope Of Services and Standard of Performance ......................................................................... 4

5. Changes ......................................................................................................................................... 5

6. Price and Payment Terms ............................................................................................................. 6

7. Performance Security .................................................................................................................... 7

8. Delivery and Late Delivery ............................................................................................................. 7

9. Inspection ....................................................................................................................................... 8

10. Approval of Services and Defects .................................................................................................. 8

11. Representations and Warranties ................................................................................................... 9

12. Local Content ................................................................................................................................. 9

13. Compliance with Laws and Ethics ............................................................................................... 10

14. Supplier's Personnel .................................................................................................................... 10

15. Confidentiality .............................................................................................................................. 11

16. Intellectual Property ..................................................................................................................... 12

17. Liabilities and Indemnity............................................................................................................... 14

18. Force Majeure .............................................................................................................................. 14

19. Insurance ..................................................................................................................................... 16

20. Non Solicitation ............................................................................................................................ 18

21. Breach and Termination............................................................................................................... 18

22. Accounts and Records and Audit ................................................................................................ 19

23. Miscellaneous .............................................................................................................................. 20

24. Notices ......................................................................................................................................... 21

25. Applicable Law and Jurisdiction, Dispute Resolution .................................................................. 22

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SABIC STANDARD TERMS AND CONDITIONS

FOR THE PURCHASE OF SERVICES

INTRODUCTION

The Purchaser (as defined in the relevant written purchase order ("PO") or the relevant written release order ("RO")) wishes to appoint the Supplier (as defined in the PO or RO) to perform certain services

and/or submit certain Deliverables (as defined in Clause 1.1) as identified in the PO or RO (the

"Services"). Each of the Purchaser and the Supplier is referred to herein as a "Party" and together as the "Parties".

The Supplier is willing to accept such appointment on the terms set out in:

(a) a master framework agreement entered into between the Parties, if applicable (the "Master Framework Agreement");

(b) the relevant PO or RO, together with any attachments thereto; and

(c) the terms and conditions set out herein (the "Standard Terms and Conditions").

1. DEFINITIONS AND INTERPRETATION

1.1 Capitalised terms used in these Standard Terms and Conditions and not otherwise defined shall have the meanings set forth below:

"Approval" means the date on which all of the following requirements have been satisfied:

(a) the Supplier has submitted the relevant Deliverable(s) and/or completed the Services in accordance with the requirements of the Purchase Agreement; and

(b) the Purchaser has issued an Approval Certificate in respect of the Deliverable(s) and/or the Services,

and "Approve" and "Approved" shall be construed accordingly.

"Approval Certificate" has the meaning given in Clause 10.2.

"Business Day" is a day (other than a Friday and a Saturday) on which banking institutions are open for business in the KSA.

"Change" has the meaning given in Clause 5.2.

"Change Order" has the meaning given in Clause 5.4.

"Confidential Information" means the terms of the Purchase Agreement and all information disclosed (whether in writing, orally or by another means and whether directly or indirectly) by the Purchaser to the Supplier, whether before or after the Effective Date, including information relating to the Purchaser's products, operations, processes, plans or intentions, product information, know how, design rights, trade secrets, market opportunities and business affairs.

"Consent" means any permit, consent, approval, authorisation, agreement, waiver or license which must be obtained from any person (including both private persons and governmental authorities) in order for the Services to be performed in accordance with the Purchase Agreement.

"Delay Liquidated Damages" has the meaning given in Clause 8.4(a).

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"Deliverables" means those items described in the PO or RO, or as otherwise agreed by the Parties in writing to be delivered to the Purchaser by the Supplier as part of the Services.

"Effective Date" has the meaning given in Clause 2.8.

"Force Majeure" has the meaning given in Clause 18.2.

"Intellectual Property Rights" means any intellectual and industrial property rights including patents of any type, design rights, utility models or other similar invention rights, copyrights, database rights, mask work rights, moral rights, trade secrets, know-how or confidentiality rights, trademarks, trade names and service marks and any other intangible property rights (including applications and registrations for any of the foregoing) in any country, and whether or not registered or perfected, whenever and however arising.

"Key Personnel" has the meaning given in Clause 14.2.

"KSA" means the Kingdom of Saudi Arabia.

"Personnel" means any of the affiliates, directors, employees, sub-contractors and/or agents of the Supplier who may be involved in the performance of the Purchase Agreement.

"Portal" has the meaning given in Clause 3.

"Price" has the meaning given in Clause 6.1.

"Purchase Agreement" has the meaning given in Clause 2.6.

"SABIC" means Saudi Basic Industries Corporation, a joint stock company incorporated under the laws of the Kingdom of Saudi Arabia, with commercial registration number 1010010813 issued on 14 Muharram 1397H corresponding to 4 January 1977 in the city of Riyadh, having its head office at P.O. Box 5101, Riyadh, 11422, Kingdom of Saudi Arabia.

"SABIC Affiliate" means any company or legal entity which is controlled directly or indirectly by SABIC. For these purposes, "control" means either:

(a) the right to exercise at least thirty per cent. (30%) of the voting rights of such company or entity; or

(b) the power to appoint and/or remove all or the majority of the members of the board of directors or other governing body of such company or of any other company which controls that company,

provided that neither the Government of KSA, nor any other sovereign, ministry, governmental agency (other than a commercial entity acting in a commercial capacity), political subdivision of any sovereign or any company or legal entity that is controlled, directly or indirectly, by the Government of KSA (unless such company or legal entity is also controlled, directly or indirectly, by SABIC) shall be considered a "SABIC Affiliate".

"Specifications" has the meaning given in Clause 4.3(b).

"Warranty Period" has the meaning given in Clause 10.5.

1.2 In these Standard Terms and Conditions, except where the context otherwise requires:

(a) a reference to a Clause shall refer to a clause of these Standard Terms and Conditions;

(b) terms defined in singular include the plural and vice versa;

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(c) the headings in these Standard Terms and Conditions are for convenience only and shall not affect the interpretation of the Standard Terms and Conditions;

(d) a reference to either Party shall include that Party's successors and permitted assigns;

(e) a reference to a law, regulation or guideline shall be construed as a reference to such law, regulation or guideline as the same may have been, or may from time to time be, amended or re-enacted; and

(f) any words following the terms including, include, or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

2. PURCHASE ORDER OR RELEASE ORDER

2.1 All purchases of Services by SABIC will be made by means of:

(a) the acceptance or deemed acceptance by the Supplier of a PO issued by the Purchaser, in the case of a one-off purchase of Services; or

(b) the acceptance or deemed acceptance by the Supplier of a RO issued by the Purchaser, in the case of a purchase of Services under the Master Framework Agreement,

in each case in accordance with this Clause 2.

2.2 These Standard Terms and Conditions shall be incorporated by reference in each and every PO and/or RO that has been accepted or deemed accepted by the Supplier in accordance with this Clause 2.

2.3 When the Purchaser requires the Services, the Purchaser shall issue a PO or RO to the Supplier in accordance with Clause 24.

2.4 The Supplier shall notify the Purchaser within three (3) Business Days of receiving a PO or RO under Clause 2.3 (or, as the case may be, Clause 2.7) that either:

(a) the PO or RO is accepted by the Supplier; or

(b) the PO or RO is, subject to Clause 2.5 below, rejected by the Supplier,

provided that a failure by the Supplier to notify the Purchaser under either Clause 2.4(a) or (b) within such three (3) Business Day period shall constitute deemed acceptance by the Supplier of that PO or RO.

2.5 The Supplier shall have no entitlement to reject a PO or RO under paragraph (b) of Clause 2.4 except where, and to the extent that:

(a) in respect of a PO, such PO does not reflect the terms of the offer for the provision of Services agreed between the Parties; or

(b) in respect of a RO, such RO is inconsistent with the Master Framework Agreement,

and the Parties agree that where the Supplier has rejected the PO or RO on grounds other than

those permitted by this Clause 2.5, such PO or RO shall be deemed accepted by the Supplier

on the expiry of the three (3) Business Day period referred to in Clause 2.4.

2.6 A PO or RO which is either:

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(a) accepted by the Supplier under Clause 2.4(a); or

(b) deemed accepted by the Supplier under Clause 2.4 or Clause 2.5,

shall, together with these Standard Terms and Conditions, then form a binding contract between the Parties for the performance of, and payment for, the Services and constitute the "Purchase Agreement".

2.7 Where the Supplier has rejected a PO or RO in accordance with Clause 2.5, the Parties shall use all reasonable endeavours to agree any necessary amendments and/or additional details of the PO or RO as soon as practicable so that:

(a) in the case of a PO, it reflects the terms of the offer for the provision of Services agreed between the Parties; and

(b) in the case of a RO, it is consistent with the Master Framework Agreement.

Upon agreement of the necessary amendments and/or additional details of the PO or RO, the

Purchaser shall issue the revised PO or RO to the Supplier in accordance with Clause 24 and

the provisions of Clauses 2.4 to 2.6 shall re-apply.

2.8 Unless otherwise specified in the PO or RO, the effective date of the Purchase Agreement (the "Effective Date") shall be the date on which the PO or RO is accepted or deemed accepted by the Supplier under this Clause 2.

2.9 In case of conflict between any provisions of the Purchase Agreement, the following order of priority shall apply unless the Parties expressly agree otherwise in writing:

(a) the PO or RO; and

(b) the Clauses of these Standard Terms and Conditions.

3. THE PORTAL

Through an electronic platform (the "Portal"), SABIC makes business information available to prospective suppliers and provides registered suppliers with the means of secured on-line business communications with SABIC. The Portal facilitates, inter alia: (a) the issuance by SABIC of POs and ROs; and (b) the submission of invoices by suppliers. Registered suppliers will be issued with a unique password, enabling them to interact through the Portal with SABIC.

4. SCOPE OF SERVICES AND STANDARD OF PERFORMANCE

4.1 The Supplier shall, and undertakes to procure that its Personnel shall, perform the Services and its other obligations under the Purchase Agreement in accordance with:

(a) the terms of the Purchase Agreement;

(b) applicable laws and regulations from time to time in force, including environmental, health and safety laws and regulations, immigration and labour laws;

(c) the Consents;

(d) the Purchaser's and SABIC Affiliates’ instructions and directions;

(e) applicable professional standards and codes applicable to the Supplier and/or to the performance of the Services; and

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(f) SABIC's safety, security, health and environment management standards, as may be updated from time to time.

4.2 The Supplier shall, and undertakes to procure that its Personnel shall, co-operate with the Purchaser, SABIC and SABIC Affiliates, and each of their respective employees, officers and agents, in performing the Services.

4.3 The Supplier warrants and represents to the Purchaser that:

(a) it shall perform the Services in a good and workmanlike manner using all due skill, care, diligence and foresight to be expected of a first class, international service provider skilled and experienced in carrying out services similar to the Services; and

(b) the Services will conform in all respects to the specifications or other requirements for the Services set out in the PO or RO (the "Specifications").

4.4 The Supplier shall promptly (and in any event, within five (5) Business Days) provide the Purchaser with written progress reports, evidence and/or information concerning the progress of the Services as may be requested by the Purchaser from time to time.

5. CHANGES

5.1 The Supplier shall not change any or all of the Specifications without the prior written consent of the Purchaser.

5.2 Prior to completion of the Services in accordance with the Purchase Agreement, the Purchaser may instruct or request any change, modification, addition or omission in respect of the Services, including changes in the Specifications (a "Change"). Where a Change is instructed or requested in writing by the Purchaser, the Supplier shall, within five (5) Business Days, and at its own cost, provide to the Purchaser the following information:

(a) a description of the Change;

(b) any measures which can be taken to mitigate the impact of the Change;

(c) the Supplier's proposal for adjustment of the Price, if applicable; and

(d) the Supplier's proposals for any necessary modifications to the date(s) and/or schedule for the Services set out in the PO or RO.

5.3 Following receipt of the information provided in accordance with Clause 5.2:

(a) the Purchaser shall, after due consultation with the Supplier, notify the Supplier whether or not the Change shall be carried out; and

(b) the Supplier shall inform the Purchaser if implementing the Change would result in a breach of any applicable laws or Consents.

The Supplier shall not delay the performance of any other obligations under the Purchase Agreement whilst awaiting a response from the Purchaser.

5.4 If the Purchaser decides that the Change shall be carried out it shall sign and issue to the Supplier a numbered change order ("Change Order") which shall confirm the nature of the Change, any changes to be made to the relevant PO or RO and any other changes to the Purchase Agreement. Unless the Parties agree otherwise, the Change Order shall constitute the sole method of authorisation by which the Purchase Agreement can be modified.

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5.5 The Supplier shall countersign and be bound by each Change Order unless the Supplier gives notice to the Purchaser within five (5) Business Days after issue of the Change Order pursuant to Clause 5.4 (with supporting particulars) that implementing the Change Order will result in a breach of any applicable laws or Consents. The Purchaser shall issue an amended PO or RO which is consistent with the Change Order issued by it under Clause 5.4 as soon as reasonably practicable after the Supplier has countersigned the relevant Change Order.

5.6 The Supplier shall not be entitled to an increase in the Price where a Change is necessary due to any breach of the Purchase Agreement by the Supplier or its Personnel or any negligent or wrongful act or omission on the part of the Supplier or its Personnel.

6. PRICE AND PAYMENT TERMS

6.1 The price to be paid by the Purchaser to the Supplier for the Services performed under the Purchase Agreement and Approved by the Purchaser pursuant to Clause 10 (the "Price") and the currency in which such Price shall be paid shall be set out in the PO or RO. Unless otherwise specified in the PO or RO, the Price will be a cost-plus fee, an all-inclusive fixed lump sum amount or an all-inclusive fixed unit fee or hourly rate (as applicable), other than in respect of the reimbursable expenses of the Supplier (if any) as specified in the PO or RO. The Supplier agrees that the Price shall always be subject to, and the Supplier agrees to be bound by, the price(s) set out in Exhibit A of the Master Framework Agreement (if applicable).

6.2 The Purchaser shall have no liability for increases in the Supplier's costs of performing the Services of any nature whatsoever and the Price shall not be varied without the express prior written consent of both Parties, such consent to be given in the form of a Change Order.

6.3 Payment of the Price shall be made by the Purchaser to the Supplier within sixty-six (66) calendar days from the date the Purchaser receives an invoice from the Supplier which fully complies with the requirements provided for in Clause 6.9 and the PO or RO.

6.4 The Price is all-inclusive of any and all taxes as may be payable in connection with the Purchase Agreement. The Supplier is responsible for all payments to its Personnel and for any deductions required by KSA law or otherwise in respect of income tax and insurance contributions or similar payments in respect of its Personnel relating to the provision of the Services. If, and to the extent that, the Purchaser is held accountable for any taxes payable in connection with the Purchase Agreement, the Purchaser shall be entitled to recover such amounts as a debt from the Supplier (including by way of set-off against amounts otherwise due or that will become due to the Supplier).

6.5 Payment of the Price in the currency specified in the PO or RO shall be made by direct bank transfer to the bank account nominated by the Supplier and registered in SABIC's database as part of the supplier registration process (as may be amended by agreement of the Parties from time to time). All bank charges related to such bank transfer shall be payable by the Supplier.

6.6 The Purchaser has the right of set-off and may deduct against any payment due to the Supplier:

(a) any amount due from the Supplier to the Purchaser; and

(b) any amount disputed by the Purchaser in accordance with Clause 6.7.

6.7 If the Purchaser disputes any invoice (or part thereof) it shall so inform the Supplier of the reason for the dispute and specify the amount(s) disputed, and pay the undisputed amount(s) contained in such invoice. Any such disputes shall be resolved in accordance with Clause 25.

6.8 If any invoiced amount(s) are paid but are subsequently disputed or questioned, and it is subsequently agreed by the Parties or determined in accordance with Clause 25 that such amount(s) were not due to the Supplier, the Supplier shall forthwith reimburse the Purchaser such amounts.

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6.9 Unless otherwise specified by the price payment schedule set out in the PO or RO, the Supplier shall invoice the Purchaser monthly in arrears. All invoices shall be submitted by the Supplier in such form and with such detail and supporting documents as the Purchaser may from time to time require and shall include the following information:

(a) the PO or RO number;

(b) a description of the Services performed (including any Deliverable(s) submitted) since the date of the previous invoice;

(c) a copy of the Approval Certificate in relation to the relevant Services; and

(d) details of any timesheets that have been submitted since the date of the previous invoice.

Invoices may only be submitted by the Supplier in accordance with the method for service of

notices in Clause 24 that the Purchaser may from time to time instruct. Any invoice not

submitted in accordance with such method shall be deemed not to have been submitted by the Supplier and not to have been received by the Purchaser.

7. PERFORMANCE SECURITY

7.1 The Supplier shall provide, at its own cost, the following performance security:

(a) if the PO or RO states that this paragraph (a) applies, a parent company guarantee in respect of all of the Supplier's obligations under the Purchase Agreement from the ultimate holding company of the Supplier and in a form acceptable to the Purchaser;

(b) if the PO or RO states that this paragraph (b) applies, an unconditional and irrevocable performance bond for the amount specified in the PO or RO issued by a KSA bank or other financial institution acceptable to the Purchaser. The performance bond shall be issued in favour of the Purchaser, remain valid until the Supplier has fulfilled its obligations under the Purchase Agreement and be in a form acceptable to the Purchaser; and

(c) if the PO or RO states that this paragraph (c) applies, an unconditional and irrevocable advance payment bond for the full amount of the advance payment (or as otherwise specified in the PO or RO) issued by a KSA bank or other financial institution acceptable to the Purchaser. The advance payment bond shall be issued in favour of the Purchaser, remain valid until the advance payment has been repaid in full and be in a form acceptable to the Purchaser.

7.2 Compliance with Clause 7.1 (if applicable) shall be a condition precedent to the Supplier's entitlement to any payment of the Price under the Purchase Agreement.

8. DELIVERY AND LATE DELIVERY

8.1 The Supplier shall commence the Services on the Effective Date unless otherwise specified in the PO or RO. The Supplier shall not perform any Services prior to the Effective Date (or such other date specified in the PO or RO) without the prior consent of the Purchaser. Any Services performed by the Supplier prior to the Effective Date (or such other date specified in the PO or RO) shall be deemed to have been performed pursuant to and be governed by the terms of the Purchase Agreement.

8.2 The date(s)/schedule for performance of the Services specified in the PO or RO shall be firm, and shall not be varied other than by means of a Change Order.

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8.3 The Supplier undertakes to perform the Services and submit each Deliverable in accordance with the date(s)/schedule set out in the PO or RO and this Clause 8. The Supplier shall promptly notify the Purchaser in writing if the Supplier anticipates that performance of any or all of the Services (including the submission of any Deliverables) will be delayed.

8.4 If the Supplier fails to perform the Services (and/or submit any Deliverables) according to the corresponding date(s) and/or schedule set out in the PO or RO:

(a) the Supplier shall pay or allow to the Purchaser liquidated damages in an amount equal to two per cent. (2%) of the Price (and in the same currency as the Price) for each week (or part thereof) that performance of the Services and/or submission of any Deliverables is delayed beyond the corresponding date(s) and/or schedule set out in the PO or RO (the "Delay Liquidated Damages"). The Supplier's maximum liability in respect of Delay Liquidated Damages shall not exceed ten per cent. (10%) of the Price. The Parties agree that the Delay Liquidated Damages represent an agreed genuine pre-estimate of the losses likely to be suffered by the Purchaser as a result of such delay and are not a penalty; or

(b) where the Supplier has reached its maximum liability in respect of Delay Liquidated Damages under Clause 8.4(a), the Purchaser shall be entitled to place performance of the Services with a third party or third parties and claim from the Supplier the costs, expenses and/or losses incurred by the Purchaser (including the amount by which the cost of purchasing the Services from such third party or third parties exceeds the Price).

9. INSPECTION

9.1 Without prejudice to Clauses 10 and 4, the Purchaser shall have the general right to inspect the performance of the Services upon notice to the Supplier. In the event that the inspection shows that the Services do not conform to the Specifications, the Purchaser shall be entitled to instruct the Supplier to re-perform those Services so that they do conform to the Specifications and the Supplier shall comply with such instruction at the Supplier's sole cost and risk and without prejudice to any other remedies to which the Purchaser is entitled under the Purchase Agreement (including Delay Liquidated Damages and its rights under Clause 21). The Purchaser shall have the right to inspect any re-performed Services on the same terms set out in this Clause 9.1.

9.2 The Purchaser owes no duty to the Supplier to inspect or check the Supplier's activities or omissions in performing its obligations under the Purchase Agreement (whether pursuant to Clause 9.1 or otherwise). Any inspection or check of the Supplier's activities by the Purchaser will not lessen or otherwise affect the Supplier's obligations, whether under the Purchase Agreement or applicable law, or affect the Purchaser's rights against the Supplier whether under the Purchase Agreement or applicable law.

9.3 Failure to inspect the Services shall not prejudice the Purchaser's rights under Clause 10.

10. APPROVAL OF SERVICES AND DEFECTS

10.1 All Services shall be performed (including the submission of all Deliverables) by the Supplier in accordance with the Purchase Agreement. Following submission of any Deliverable and following completion of the Services, the Supplier may apply to the Purchaser for an Approval Certificate.

10.2 The Purchaser shall, within thirty (30) Business Days (or such longer period as may be agreed between the Parties) of receiving the Supplier's application under Clause 10.1, notify the Supplier that either:

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(i) the Services are Approved and stating the date on which such Deliverable(s) or the Services (as the case may be) achieved Approval (in which case, such notice shall constitute an "Approval Certificate"); or

(ii) the Services and/or Deliverable(s) fail to comply with the Purchase Agreement and are rejected.

10.3 Without prejudice to Clause 10.5, if the Purchaser determines pursuant to Clause 10.2(ii) that the Services or any Deliverable(s) do not comply with the requirements of the Purchase Agreement, the Supplier shall promptly, and at its sole cost and risk and to the satisfaction of the Purchaser and without prejudice to any other remedies hereunder to which the Purchaser is entitled (including Delay Liquidated Damages and its rights under Clause 21), re-perform any Services which have not been performed in accordance with the terms of the Purchase Agreement and take all other necessary steps to ensure that the Services and/or Deliverable(s) comply with the requirements of the Purchase Agreement and the procedure in Clauses 10.1 and 10.2 shall be repeated.

10.4 Any Approval by the Purchaser of any Services and/or Deliverable(s) shall not relieve the Supplier of its obligations under the Purchase Agreement, including pursuant to Clauses 10.3 and 10.5.

10.5 The Supplier shall promptly and at its sole cost and risk, re-perform any Services which have not been performed in accordance with the terms of the Purchase Agreement, provided that such non-compliance with the Purchase Agreement is notified to the Supplier by the Purchaser prior to the date that is eighteen (18) months from the date of Approval of the relevant Services in accordance with this Clause 10 (the "Warranty Period").

10.6 If the Supplier fails to commence or diligently proceed with re-performance of the Services pursuant to Clause 10.3 or Clause 10.5 within what the Purchaser considers to be a reasonable time after notifying the Supplier, the Purchaser may itself re-perform, or engage others to re-perform, the said Services and shall be entitled to recover as a debt from the Supplier (including by way of set-off against amounts otherwise due or that will become due to the Supplier) its costs incurred or amounts paid or payable to such others in connection with such re-performance.

10.7 The Services re-performed pursuant to Clause 10.3 or Clause 10.5 will be subject to the same warranties and standard of performance as those required under the Purchase Agreement in respect of the original Services (including Clauses 4.1 and 4.3) save that the Warranty Period shall commence on the date on which the Supplier has completed the re-performed Services.

10.8 This Clause 10 shall be additional to, and without prejudice to, the Purchaser's rights under any specific warranties provided by the Supplier or its Personnel in respect of the Services.

11. REPRESENTATIONS AND WARRANTIES

The Supplier represents and warrants to the Purchaser that:

(a) it is duly incorporated and validly existing and has full capacity and authority to enter into the Purchase Agreement and that it has all necessary Consents as may be required of it and its Personnel for the performance of its obligations under the Purchase Agreement; and

(b) its Personnel possess the required qualifications, professional skill and experience as well as all documents (including travel and work visas/documents) necessary to carry out the Services in accordance with the Purchase Agreement and that all Personnel are under the direct sponsorship of the Supplier.

12. LOCAL CONTENT

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In cases where products or services required for the performance of the Supplier's obligations under the Purchase Agreement are available from both KSA and non-KSA suppliers, the Supplier shall (and shall procure that its Personnel shall) use all reasonable endeavours to ensure the participation of such KSA suppliers in the bidding or contracting process. If the products or services of such KSA suppliers are reasonably equivalent in cost, quality and delivery time to the non-KSA suppliers' products or services such that their selection would not cause the Supplier to be in breach of its obligations under the Purchase Agreement, the Supplier (or its Personnel) shall acquire such products or services from the KSA suppliers.

13. COMPLIANCE WITH LAWS AND ETHICS

13.1 Without prejudice to Clause 4.1, the Supplier undertakes:

(a) to procure the Consents (if any) required for the performance of its obligations under the Purchase Agreement;

(b) to ensure that the performance of its obligations under the Purchase Agreement does not put the Purchaser in breach of any applicable laws or Consents;

(c) to provide a safe and healthy workplace for its Personnel, and to protect the environment in carrying out all of its activities;

(d) to comply with, and undertakes to procure that its Personnel shall comply with, the SABIC Code of Ethics available at https://www.sabic.com/en/about/sabic-codeof-ethics, as may be updated from time to time; and

(e) not to (and shall procure that its Personnel engaged in the provision of the Services do not) pay, promise to pay or authorise the payment of any money or anything of value to any person or entity for the purpose of inducing a decision or obtaining or retaining business or any advantage in connection with the Purchase Agreement.

13.2 The Supplier shall, and shall procure that its Personnel shall, comply with all applicable laws relating to anti-corruption, anti-money laundering or anti-bribery, including:

(a) the Combating Bribery Law (CBL), Royal Decree No. M/36, dated 29/12/1412AH corresponding to 30 June 1992 G;

(b) the Civil Service Law, Royal Decree No. M/49, dated 10/7/1397AH corresponding to 26 June 1977 G;

(c) the National Strategy for Protecting Honesty and Combating Corruption, Council of Ministers Resolution No. 43, dated 1/2/1428AH corresponding to 19 February 2007 G;

(d) the Organisation for Economic Co-operation and Development "Convention on Combating Bribery of Foreign Public Officials in International Business Transactions";

(e) the U.S. Foreign Corrupt Practices Act, as amended, (FCPA) (15 U.S.C. §§78dd-1, et. seq.); and

(f) the UK Bribery Act 2010.

14. SUPPLIER'S PERSONNEL

14.1 The Supplier shall provide at its own expense and without any reimbursement by the Purchaser (save for payment of the Price pursuant to Clause 6) all such Personnel as are necessary for the proper and timely performance of the Services and the Supplier's other obligations under the Purchase Agreement. All Personnel shall, for the Services which they are required to

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perform, be competent, properly qualified, skilled and experienced in accordance with good industry practice.

14.2 The Services (or the relevant part of Services) shall be performed or supervised by the Personnel (if any) identified in the PO or RO (the "Key Personnel").

14.3 The Supplier shall make no change to the Key Personnel without giving prior written notice to the Purchaser of its intention to do so, together with the reasons for the change, and thereafter such Key Personnel shall be replaced in accordance with Clause 14.5 and in consultation with the Purchaser. The Supplier shall not remove any member of the Key Personnel in order for that member to perform other services for the Supplier without the prior approval in writing of the Purchaser.

14.4 The Purchaser may, in its sole discretion (but acting reasonably), give written notice to the Supplier requiring the immediate termination of employment of any Personnel who, in the Purchaser's reasonable opinion, materially or persistently misconducts himself or is incompetent or negligent.

14.5 In the event of any change or removal of any Personnel permitted by Clauses 14.3 or 14.4 or if any Key Personnel ceases to be employed by the Supplier or its affiliates, the Supplier shall, at its own cost, promptly submit to the Purchaser the names and full curricula vitae of any proposed substitute and shall permit the Purchaser to interview any proposed substitute. The Purchaser may refuse to accept any proposed substitute if (in the Purchaser's reasonable opinion) such proposed substitute lacks the qualifications, experience or competence to perform the relevant role. If the Purchaser does not accept the proposed substitute, the Supplier shall, as soon as reasonably possible, submit to the Purchaser further names and full curricula vitae of proposed substitutes. The process in this Clause 14.5 shall be repeated until the Purchaser approves in writing the substitute to be appointed by the Supplier.

14.6 The Purchaser shall be under no obligation to pay the Supplier in respect of any Personnel for any period during which such Personnel are unable to carry out the Services due to illness or other incapacity, in the event that the Price has been calculated on a time and materials basis.

14.7 In the event that the Price has been calculated on a time and materials basis, timesheets for hours worked by the Personnel shall be submitted weekly by the Supplier to the Purchaser's contact person designated in the PO or RO for approval. All such timesheets must be submitted by the Supplier to substantiate any invoice submitted to the Purchaser.

14.8 The Supplier shall promptly notify the Purchaser if any of the Purchaser's personnel obtains any interest (whether directly or indirectly) by way of shareholding, partnership or any other form of association in the Supplier, its affiliates or any of its sub-contractors.

14.9 Notwithstanding anything set out in the Purchase Agreement, the Supplier shall be responsible for the acts, omissions or defaults of its Personnel as if they were the acts, omissions or defaults of the Supplier.

15. CONFIDENTIALITY

15.1 During the term of the Purchase Agreement, and after termination or expiration of the Purchase Agreement for any reason, the Supplier:

(a) may not use Confidential Information for a purpose other than the performance of its obligations under the Purchase Agreement;

(b) may not disclose Confidential Information to any third party except with the prior written consent of the Purchaser or in accordance with Clauses 15.2 or 15.3; and

(c) shall make every effort to prevent the use or disclosure of Confidential Information.

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15.2 During the term of the Purchase Agreement, the Supplier may disclose Confidential Information:

(a) to its Personnel (a "Recipient") to the extent that disclosure is necessary to fulfil its obligations under the Purchase Agreement, provided that the Supplier shall ensure that each Recipient is made aware of and complies with the Supplier's obligations of confidentiality under the Purchase Agreement as if the Recipient was a party to the Purchase Agreement;

(b) to the extent required by judicial or administrative process or otherwise in accordance with applicable law or the rules of any recognised stock exchange applicable to the Supplier; or

(c) to its legal, financial, technical or insurance advisors, provided that prior to making such disclosure, the Supplier obtains an appropriate confidentiality undertaking from the person(s) to whom the Confidential Information is to be disclosed.

15.3 The obligations contained in Clauses 15.1 and 15.2 shall not apply to Confidential Information which:

(a) is at the Effective Date, or at any time after the Effective Date becomes, publicly known other than through breach of the Purchase Agreement by the Supplier or any Recipient; or

(b) can be shown by the Supplier to the Purchaser's satisfaction to have been known by the Supplier independently.

15.4 The Supplier acknowledges that a breach of this Clause 15 may cause the Purchaser, SABIC and/or the SABIC Affiliates to suffer irreparable damage and that monetary damages would not be an adequate remedy for any such breach. In the event of a breach or threatened breach by the Supplier or any Recipient of this Clause 15, the Purchaser shall be entitled to seek equitable relief, including specific performance and injunctive relief in any court of competent jurisdiction restraining the Supplier and/or any Recipient from breaching the terms hereof or from disclosing any Confidential Information to any person. Nothing contained herein shall be construed as prohibiting the Purchaser from taking any further actions against the Supplier or any Recipient.

15.5 The obligations under this Clause 15 shall survive the expiry or termination of the Purchase Agreement.

16. INTELLECTUAL PROPERTY

16.1 The following defined terms are used in this Clause 16:

"SABIC IP" shall mean all Intellectual Property Rights that are owned by the Purchaser, SABIC and/or any of the SABIC Affiliates, and/or their relevant licensors and that the Purchaser makes available to the Supplier in the course of carrying out the Purchase Agreement, including those contained, embedded, processed, transformed, and/or otherwise used in the Services or the Deliverables.

"Supplier IP" shall mean all Intellectual Property Rights that are solely owned by the Supplier, its affiliates, and/or their relevant licensors, and that the Supplier makes available to the Purchaser or otherwise uses in the course of carrying out the Purchase Agreement, including those contained, embedded, processed, transformed and/or otherwise used in the Services or the Deliverables, but in each case excluding the Work Product.

"Work Product" shall mean all Intellectual Property Rights arising after the Effective Date and developed by the Supplier (or its Personnel) either independently or jointly with the Purchaser and/or any of the SABIC Affiliates solely in connection with the Purchase Agreement.

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16.2 The Parties agree that:

(a) the SABIC IP shall remain the property of the Purchaser, SABIC and/or any of the SABIC Affiliates, and/or their relevant licensors;

(b) the Supplier IP shall remain the property of the Supplier, its affiliates, and/or their relevant licensors; and

(c) the Work Product shall become the property of the Purchaser from the date of its creation and the Supplier shall (and where applicable, shall procure that its Personnel shall) at its own cost do all such acts and execute any documents necessary to give effect to this Clause 16.2(c).

16.3 The Supplier hereby grants to the Purchaser and the SABIC Affiliates an irrevocable, non-exclusive, transferable, royalty-free, worldwide license (with the ability to sub-license) to use any Supplier IP. The Purchaser hereby grants to the Supplier an irrevocable, non-exclusive, transferable, royalty-free, worldwide licence to use the Work Product for the purpose of performing the Supplier's obligations in connection with the Purchase Agreement.

16.4 The Supplier represents and warrants that the performance of the Services by the Supplier and the use of the Services, Work Product and Deliverables by the Purchaser, SABIC, the SABIC Affiliates, and their relevant directors, employees and agents will not in any way infringe or contribute to the infringement of any third party Intellectual Property Rights.

16.5 The Supplier shall indemnify and hold harmless the Purchaser, SABIC, the SABIC Affiliates, and their relevant directors, employees and agents against any and all damages, liabilities, claims, suits, action, demands, costs and expenses (including legal costs) brought in any jurisdiction against the Purchaser, SABIC, any SABIC Affiliate and/or their relevant directors, employees and agents alleging an infringement or misappropriation of any Intellectual Property Rights relating to the Services or the Work Product. The indemnity under this Clause 16.5 shall not apply to the extent that the liability, claim, suit, action or demand is based on: (i) the interconnection or combination of the Services or the Work Product (as applicable) with equipment or material (including software) not supplied by the Supplier; (ii) modification of the Services or the Work Product (as applicable) by the Purchaser without the Supplier's prior written consent; or (iii) use of the Services or the Work Product (as applicable) in violation of the written specification or instructions provided by the Supplier to the Purchaser before such use.

16.6 If the Purchaser is entitled to be indemnified under Clause 16.5, the Supplier may (at its cost) control fully the defence and any settlement of any such demands, claims or actions as long as:

(a) such defence or settlement shall not include a financial obligation on the Purchaser, SABIC, any SABIC Affiliate, and their relevant directors, employees and agents; and

(b) the defence and any negotiations for a settlement shall be conducted in a manner that does not bring the Purchaser's, SABIC's or any SABIC Affiliate's name into disrepute.

In the event the Purchaser does not give full control of the defence or settlement to the Supplier in accordance with this Clause 16.6, then the Purchaser waives its entitlement to be indemnified pursuant to Clause 16.5. Such waiver shall not apply where, upon being requested to do so by the Purchaser, the Supplier fails or declines to take over the conduct of the defence and any settlement of any such demands, claims or actions. The Purchaser shall, at the Supplier's cost, cooperate fully in the defence of such demands, claims or actions and may, at its own expense, appear through counsel.

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16.7 If any claim alleging an infringement or misappropriation of any Intellectual Property Rights relating to the Services or the Work Product is upheld or is accepted by the Supplier, the Supplier shall promptly at its sole cost and risk either:

(a) obtain for the Purchaser and the SABIC Affiliates the right to use or continue using the relevant part of the Services or Work Product (as applicable); or

(b) re-perform the relevant part of the Services or Work Product (as applicable) in a manner that does not constitute an infringement of any third party Intellectual Property Rights.

16.8 This Clause 16 shall survive the expiry or termination of the Purchase Agreement.

17. LIABILITIES AND INDEMNITY

17.1 The Supplier hereby waives all rights against and agrees to indemnify the Purchaser, SABIC, the SABIC Affiliates, and their relevant directors, employees and agents from and against any and all damages, liabilities, claims, suits, action, demands, costs and expenses (including legal costs) made against or suffered by the Purchaser, SABIC, any SABIC Affiliate, and/or their relevant directors, employees and/or agents in respect of any death, illness, personal injury or damage to property arising out of or in connection with any breach of contract, negligence or wilful misconduct of the Supplier or its Personnel, except to the extent caused by the gross negligence or wilful misconduct of the Purchaser, SABIC, any SABIC Affiliate, and/or their relevant directors, employees and/or agents.

17.2 Neither Party shall be liable to the other Party whether pursuant to any provision of the Purchase Agreement (including any indemnity), by way of damages for breach of contract, in tort, for breach of statutory duty, equity, or under any other legal theory, for any loss of profit or revenue, loss of use of equipment or associated equipment, loss of production or down time costs, loss of opportunity, loss of contract or loss of goodwill or other pure economic loss suffered by such other Party, provided always that this Clause 17.2 shall not prevent, limit or exclude:

(a) recovery of any advance payment in accordance with the terms of the Purchase Agreement;

(b) any liabilities for such losses or costs where these form part of the pre estimated losses for the purposes of calculation of Delay Liquidated Damages;

(c) liability in the case of fraud, fraudulent misrepresentation, gross negligence, or wilful misconduct;

(d) any liabilities to the extent corresponding payments are received or are to be subsequently received pursuant to any of the insurance policies required to be taken out under the Purchase Agreement (or where such amounts would be paid or payable but for any vitiating act or omission of the Supplier which entitles insurers to avoid such payment);

(e) any liabilities for such losses or costs which would otherwise be recoverable pursuant to the indemnities set out in the Purchase Agreement;

(f) any liability of the Supplier arising as a result of a breach of Clause 13.1(e) or Clause 13.2 or any other breach of applicable law; and

(g) any liability of the Supplier under Clause 6.4 or Clause 10.6.

17.3 Except to the extent the Purchaser has recovered the same pursuant to any insurance policy, if any equipment, machinery, products, materials and/or tools provided by the Purchaser for

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use in connection with the performance of the Supplier's obligations under the Purchase Agreement suffers loss or damage whilst in the care or custody of the Supplier, the Supplier shall reimburse the Purchaser for the full replacement value of the same.

18. FORCE MAJEURE

18.1 Subject to Clauses 18.2 to 18.7 (inclusive), neither Party shall be liable for non-performance or late performance of any obligation under the Purchase Agreement to the extent that the relevant Party's performance of such obligation is prevented by an event of Force Majeure.

18.2 For the purpose hereof "Force Majeure" shall mean an event or circumstance set out in Clause 18.2(a) to (c) (inclusive) occurring or continuing after the Effective Date and which is beyond the reasonable control of the affected Party, acting prudently and reasonably, and without the fault or negligence of the affected Party, that directly prevents or delays the performance of such Party's obligations under the Purchase Agreement. The events of Force Majeure are:

(a) flood, fire, storm, lightning, tsunami, cyclone, hurricane, typhoon, tornado, earthquake, epidemic or other natural disasters or acts of God;

(b) acts of war or insurrection, such as declared or undeclared war, invasion, acts of foreign enemies, civil war, uprising, guerrilla activity, riot, acts of terrorism, or any other hostilities; and

(c) strikes or lockouts of widespread application and which are not localised to the Supplier and/or its Personnel;

but, for the avoidance of doubt, shall not include:

(i) any inadequacy of funds or financing;

(ii) any event to the extent that the event is caused or contributed to by an act or omission of the Party relying on it or persons for whom that Party is responsible (including, in the case of the Supplier, any of its Personnel); or

(iii) government action, including the coming into effect, amendment of or enforcement of any laws, rules, regulations, directives or orders promulgated by any governmental authority or body having, or claiming to have, jurisdiction over the Parties or the operations hereunder after the Effective Date as well as government inaction, such as failure or delay in granting import licenses or other government permits or authorisations required to perform the activities contemplated hereby.

18.3 In the event that a Party is unable to perform its obligations under the Purchase Agreement due to a Force Majeure event, it shall, not later than five (5) Business Days after becoming aware of such occurrence, notify the other Party in writing of:

(a) the full detail, nature and anticipated duration and effect of the Force Majeure event;

(b) the effect of the Force Majeure event on that Party's performance of its obligations under the Purchase Agreement; and

(c) the actions to be taken to mitigate the effects of such Force Majeure event,

and the other Party shall (acting reasonably) confirm as soon as practicable whether or not it approves or rejects such notice.

18.4 If either:

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(a) the affected Party does not deliver a notice in accordance with Clause 18.3; or

(b) the other Party to whom a notice is served in accordance with Clause 18.3 has rejected such notice,

then, subject to Clause 18.5, the affected Party shall not be entitled to invoke the relief granted

under this Clause 17.3 in respect of such Force Majeure event.

18.5 If the affected Party has delivered a notice in accordance with Clause 18.3 and either:

(a) the other Party has approved such notice; or

(b) the other Party has rejected such notice and it is subsequently determined pursuant to Clause 25 that such rejection was unreasonable,

the affected Party shall be entitled to the relief granted under this Clause 17.3 in respect of

such Force Majeure event from the date on which it first served a notice that complies with

Clause 18.3 above.

18.6 The Party which is unable to perform its obligations under the Purchase Agreement due to a Force Majeure event shall use its best efforts to mitigate the effect of such event on its performance under the Purchase Agreement.

18.7 Where the period of delay in the performance of a Party's obligation under the Purchase Agreement due to any Force Majeure event(s) exceeds three (3) consecutive months, the Purchaser shall be entitled in its sole discretion to immediately terminate the Purchase Agreement by giving written notice to the Supplier.

19. INSURANCE

19.1 The Supplier shall, at its own cost, procure and maintain (and shall procure that its Personnel procure and maintain) as from the Effective Date and throughout the term of the Purchase Agreement the following insurances together with such other insurances as may be required by applicable laws in connection with the performance of the Purchase Agreement (each an "Insurance Policy" and together, the "Insurance Policies"):

(a) "Professional Indemnity Insurance", providing coverage in respect of the performance of the Services by the Supplier and its Personnel. Such Insurance Policy shall be in an amount of no less than US$ 1,000,000 (one million) for any one occurrence arising in any one year out of any one event and shall be maintained in the full amount for a period of ten (10) years following completion of the Services or earlier termination of the Purchase Agreement;

(b) "Automobile Liability Insurance" covering bodily injury, sickness or death of any person, or for loss of or damage to property by any vehicle whether owned, hired or used by the Supplier. Such Insurance Policy shall be in an amount of no less than the higher of (A) the statutory limit for Automobile Liability Insurance in KSA as at the Effective Date, and (B) SAR 10,000,000 (ten million) per occurrence;

(c) "Comprehensive General Liability (CGL) Insurance" covering death and personal injury sustained by any person and loss of or damage to any property arising out of or in connection with the Services and/or the performance of the Purchase Agreement. Such Insurance Policy shall be maintained in an amount of no less than US$ 2,000,000 (two million) for any one occurrence, shall provide for contractual liability and shall not exclude professional negligence, any property of the Purchaser, SABIC or any of the SABIC Affiliates, or any third party property which is under the care, custody or control of the Supplier; and

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(d) if performance of the Purchase Agreement requires the Supplier to enter any of the sites of the Purchaser, SABIC or any SABIC Affiliate for the performance of the Services, "Workmen's Compensation Insurance" covering the Supplier's Personnel whilst engaged in the performance of the Purchase Agreement. Such Insurance Policy shall be in an amount of no less than the higher of (A) the statutory limit for Workmen's Compensation Insurance in KSA as at the Effective Date, and (B) US$ 1,000,000 (one million) per occurrence, shall cover compensation for affected Personnel as required under KSA law and shall include overseas travellers' personal accident insurance and/or similar statutory social insurance.

19.2 The Supplier shall ensure that the Insurance Policies are effected and maintained with a financially sound and reputable insurer(s) with a rating of at least A- from Standard & Poor's, or with such other insurer(s) as may be approved by the Purchaser.

19.3 The Supplier and its Personnel shall not commence the provision of any Services until the Insurance Policies are in full force and effect.

19.4 If the Supplier fails to effect and/or maintain any Insurance Policy, the Purchaser may, without prejudice to any of its other rights or remedies under the Purchase Agreement, effect and maintain any such Insurance Policy and may from time to time deduct from any amount due to the Supplier under the Purchase Agreement any premium which the Purchaser shall have paid to the insurer (together with the reasonable expenses incurred by the Purchaser in procuring such insurance) or otherwise recover such amount as a debt due from the Supplier.

19.5 If specified in the PO or RO, the Supplier shall ensure that the relevant Insurance Policy shall include each of the Purchaser, SABIC, the specified SABIC Affiliates, the Supplier, its Personnel and/or specified third parties as co-insureds, and all insurers' rights of subrogation against such co-insureds for losses or claims arising out of the performance of the Purchase Agreement shall be waived under such Insurance Policies.

19.6 The Insurance Policies shall include a cross liability clause such that the co-insureds are regarded as third parties to each other.

19.7 The Supplier (or, as the case may be, its Personnel) shall bear all deductibles under the Insurance Policies.

19.8 If requested by the Purchaser from time to time, the Supplier shall provide to the Purchaser certificates evidencing that the Insurance Policies required to be maintained by the Supplier under this Clause 19 are in full force and effect. Each Insurance Policy shall provide that the Purchaser is entitled to not less than forty (40) Business Days' prior written notice from the insurers prior to any cancellation, termination or alteration of cover.

19.9 The Supplier shall not (and shall procure that its Personnel shall not), do or omit to do anything whereby the Insurance Policies (or any of them) may be or become void or voidable.

19.10 Each Insurance Policy shall serve as primary with respect to the interest of the Purchaser (and, if applicable, SABIC and the SABIC Affiliates) and any other insurance maintained by the Purchaser, SABIC and the SABIC Affiliates is excess and not contributory with such Insurance Policies.

19.11 The Supplier shall (and shall procure that its Personnel shall) manage, maintain and provide all documentation required to comply with the requirements of the Insurance Policies, and to recover any claims thereunder.

19.12 Each Party shall promptly notify the other Party of any actual or potential claim under any of the Insurance Policies but only to the extent that it relates to the Services. Each such notice shall be accompanied by full details of the incident giving rise to the claim. Each Party shall afford the other Party all such assistance as may be reasonably required for the preparation

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and negotiation of any claim under any insurance maintained pursuant to the Purchase Agreement.

20. NON SOLICITATION

20.1 Neither Party shall, for the duration of the term of the Purchase Agreement and for a period of twelve (12) months after the expiry or termination of the Purchase Agreement, directly or indirectly solicit or entice away or endeavor to solicit or entice away from the other Party any employee of the other Party who has been involved in the performance of the Purchase Agreement.

20.2 Nothing in this Clause 20 shall prevent any such employees from responding to openly advertised positions placed by or on behalf of a Party.

21. BREACH AND TERMINATION

21.1 If the Supplier commits any breach of the Purchase Agreement, the Purchaser shall (upon becoming aware of the breach) be entitled to give the Supplier written notice to remedy such breach within a period of ten (10) Business Days of the date of the notice given by the Purchaser (or such longer period agreed between the Parties).

21.2 The Purchaser has the right to terminate any Purchase Agreement with immediate effect by giving written notice to the Supplier:

(a) if the Supplier fails to comply with a notice given by the Purchaser under Clause 21.1 above;

(b) if the Supplier becomes insolvent, bankrupt, appoints a provisional liquidator or liquidator or enters into liquidation whether compulsory or voluntary (except in the case of a voluntary winding up solely for the purposes of restructuring or amalgamation) or suffers the appointment of a receiver or administrative receiver over any of its property or assets or makes or agrees to any compromise, arrangement or moratorium with its creditors or is deemed unable to pay its debts or becomes the subject of administration proceedings or a petition seeking an administration order or the occurrence of any analogous event with respect to the Supplier under any jurisdiction;

(c) if the Supplier abandons performance of the Purchase Agreement;

(d) if the Supplier is in breach of Clause 13.1(d), 13.1(e) or Clause 13.2;

(e) if the Supplier reaches any limit on its liability specified in the Purchase Agreement; or

(f) pursuant to Clause 18.7.

21.3 The Purchaser may terminate any Purchase Agreement for its convenience at any time and for any reason by giving the Supplier no less than twenty (20) Business Days prior written notice.

21.4 In the event of termination of the Purchase Agreement (howsoever arising), the Supplier shall promptly:

(a) refund to the Purchaser the amount of any advance payment made which has not been repaid by the Supplier in accordance with the Purchase Agreement;

(b) deliver to the Purchaser, upon request, all Deliverables and work in progress relating to the Services (in any state of completion) and (subject to Clause 15) Confidential Information that are in the possession or control of the Supplier or its Personnel;

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(c) deliver to the Purchaser any and all equipment or other property of any nature or kind of the Purchaser, SABIC or SABIC Affiliates that are in the possession or control of the Supplier or its Personnel; and

(d) remove any of the Supplier's or its Personnel's equipment, materials or property from the premises of the Purchaser, SABIC or SABIC Affiliates.

21.5 Except as expressly set forth in the Purchase Agreement, in the event of termination of the Purchase Agreement, the Supplier shall not be entitled to claim compensation or damages of any kind and the Purchaser shall have no liability hereunder to the Supplier, other than in respect of the Price for such part of the Services that have been completed and Approved prior to the date of termination and for which the Supplier has not already received payment.

21.6 In the event of termination pursuant to Clause 21.3 only, the Purchaser shall pay the Supplier, in full and final settlement of all claims and expenses arising as a result of such termination, a sum equal to:

(a) the amount due under the Purchase Agreement for such part of the Services that have been performed and Approved by the Purchaser prior to the date of termination and for which the Supplier has not already received payment; and

(b) its direct reasonable demobilisation costs,

less

(c) the amount of any advance payment made which has not been repaid by the Supplier in accordance with the Purchase Agreement.

The Supplier shall use its reasonable endeavours to mitigate any costs and expenses payable

pursuant to this Clause 21.6.

21.7 Any payments due to the Supplier under Clause 21.6 shall be made only after submission to the Purchaser of detailed invoices in respect of the amount claimed, together with such supporting documentation as the Purchaser may reasonably request to substantiate such invoices.

21.8 Termination or expiry of the Purchase Agreement shall be without prejudice to any accrued rights and obligations of the Parties under the Purchase Agreement as at the date of termination or expiry.

22. ACCOUNTS AND RECORDS AND AUDIT

22.1 The Supplier shall maintain and keep (and shall procure that its Personnel maintain and keep) proper accounts and records in respect of the Purchase Agreement and the Services in accordance with generally accepted accounting practices for the duration of the period from the Effective Date until the expiry of three (3) years after Approval of all the Services under the Purchase Agreement. Throughout this period and with reasonable prior notice to the Supplier, the Purchaser shall have the right to inspect such accounts and records and to audit them in respect of the Purchase Agreement and the Services (including for the purposes of verifying the Supplier's compliance with Clause 13). If an audit shows any error(s) in the Supplier's invoices and/or payments, appropriate adjustments in payments still due from the Purchaser will be made by the Purchaser, and any repayment by the Supplier of the excess payment shall be made by the Supplier to the Purchaser within ten (10) Business Days of either the agreement of the Parties regarding such error or the final dispute resolution on such matter pursuant to Clause 25.

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22.2 The Supplier shall maintain and keep (and shall procure that its Personnel maintain and keep) comprehensive information technology ("IT") security audit reports and records of all operations and processes deployed by the Supplier for the administration and protection of SABIC’s information, including all hardware and software programs which process SABIC data (the "IT Audit Reports"). The IT Audit Reports shall be submitted promptly by the Supplier at the request of the Purchaser, without cost to the Purchaser, and shall not have been generated more than one year prior to the date of the request of the Purchaser. The Purchaser shall have the right to audit IT security (the "IT Audit"). IT Audits may be conducted by the Purchaser, or any third party appointed by the Purchaser, and the Supplier shall cooperate with the Purchaser and/or the relevant third party. Such IT Audits shall not replace any other audits required under the Purchase Agreement. The Supplier shall promptly, at its own expense, rectify any problems and/or deficiencies identified in any IT Audit and/or any IT Audit Reports.

23. MISCELLANEOUS

23.1 The Purchase Agreement, together with the Master Framework Agreement (if any), constitutes the entire agreement between the Parties with respect to the subject matter of the Purchase Agreement and supersedes all prior arrangements, representations, communications, negotiations, agreements and contracts (whether written or oral) made between or entered into by the Parties with respect thereto prior to the date of the Purchase Agreement. Except where expressly incorporated by reference, no terms shall be implied into the Purchase Agreement. The Purchaser will not be bound by any standard or printed terms presented by the Supplier in any quotation or other document, unless expressly incorporated in the Purchase Agreement. The Parties acknowledge that:

(a) neither Party has entered into the Purchase Agreement in reliance upon any representation, warranty or undertaking of any Party which is not expressly set out or referred to in the Purchase Agreement;

(b) neither Party shall have any remedy in respect of misrepresentation or untrue statement made by the other Party which is not contained in the Purchase Agreement; and

(c) this provision shall not exclude any liability for, or remedy in respect of, fraud or fraudulent misrepresentation.

23.2 Where the Supplier consists of more than one person, the rights, liabilities and obligations of the parties comprising the Supplier under the Purchase Agreement shall be joint and several.

23.3 The Supplier is an independent contractor and nothing in the Purchase Agreement shall be construed as creating a partnership, joint venture, or agency relationship between the Parties. Nothing in the Purchase Agreement shall be interpreted or construed as creating or establishing the relationship of employer and employee between the Purchaser, SABIC or any SABIC Affiliate and the Supplier or any Personnel of the Supplier.

23.4 If, at any time, one or more provisions of the Purchase Agreement is or becomes illegal, invalid or unenforceable in any respect under the law of any applicable jurisdiction, neither the legality, validity or enforceability of the remaining provisions nor the legality, validity or enforceability of such provision under the law of any other applicable jurisdiction shall in any way be affected or impaired thereby. The Parties shall endeavour to replace the illegal, invalid or unenforceable provision with a new provision that reflects and is as closely related to the original intention of the Parties.

23.5 No failure or delay by a Party to exercise any right or remedy provided under the Purchase Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

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23.6 The Supplier shall not be entitled to sub-contract, transfer and/or assign any of the Services or its obligations under the Purchase Agreement, without the prior written consent of the Purchaser. In the event that the Supplier does so assign, transfer or sub-contract without the prior written consent of the Purchaser, such act shall be void. If the Purchaser consents to such sub-contracting, transfer or assignment, the Supplier shall be responsible for the acts, omissions or defaults of its subcontractors, transferees or assigns as if they were the acts, omissions or defaults of the Supplier.

23.7 No modification of the Purchase Agreement shall be effective between Parties unless it is a written amendment, expressly stated as such, and signed by both Parties.

23.8 The Supplier agrees that no acknowledgment or other information concerning the Purchase Agreement or the Services, or the Purchaser, SABIC or any SABIC Affiliate (including their respective projects, businesses or affairs) provided or acquired hereunder will be announced or made public by the Supplier without the prior written agreement of the Purchaser. Furthermore, neither the Supplier nor its agents shall use or publish any of the Purchaser's, SABIC's or SABIC Affiliates' name, photographs, logo, trademarks, or other identifying characteristics in any marketing, public relations or similar publications without the Purchaser's prior written approval.

23.9 Those provisions of the Purchase Agreement which by their nature are intended to survive the termination, cancellation, completion or expiration of the Purchase Agreement shall continue as valid and enforceable rights or obligations, notwithstanding any such termination, cancellation, completion or expiration.

24. NOTICES

24.1 Any notice or other communication to be given under the Purchase Agreement in connection with:

(a) the issuance and acceptance of POs and ROs;

(b) any amendments to a PO or RO (including pursuant to Clause 5); and

(c) the issuance of invoices,

shall be given through the Portal (unless SABIC has expressed in writing that it does not require any such notices to be given through the Portal, in which case notice shall be given in

accordance with Clause 24.2).

24.2 Any notice in connection with the matters set out in Clause 24.1(a) to (c) that SABIC does not require to be given through the Portal, and any other notice or communication to be given under the Purchase Agreement, shall be in writing and signed by or on behalf of the Party giving it and may be served by sending it by electronic mail, delivering it by hand or sending it by courier to the address and for the attention of the relevant Party set out in the PO or RO (or as otherwise notified from time to time under the Purchase Agreement).

24.3 Any notice served by electronic mail, hand, courier or through the Portal shall be deemed to have been received:

(a) in the case of delivery by hand, when delivered;

(b) in the case of courier, when delivered;

(c) in the case of the Portal, when posted on the Portal; or

(d) in the case of electronic mail, when received in readable form.

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V.2

Where, in the case of delivery by hand, electronic mail, courier or through the Portal such delivery, transmission or receipt occurs after 4:00pm on a Business Day or at any time on a day which is not a Business Day, receipt shall be deemed to occur at 9:00am on the next Business Day.

25. APPLICABLE LAW AND JURISDICTION, DISPUTE RESOLUTION

25.1 The Purchase Agreement shall be governed by and construed in accordance with the laws and regulations of the KSA.

25.2 If at any time any question or dispute arises between the Parties in connection with or as a result of the provisions of the Purchase Agreement, either Party shall give notice to the other in writing of such question or dispute specifying its nature, and if the same is not amicably resolved within sixty (60) calendar days from the date of such notice or such later date as may be agreed by the Parties, then such question or dispute shall be referred to and finally settled by the competent courts of the KSA. Each Party agrees that the KSA courts shall have exclusive jurisdiction to hear or otherwise decide such question or dispute.

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SABIC STANDARD TERMS AND CONDITIONS FOR THE … - SABIC... · - 1 - LA - STC –C3 / KSA V.2 SABIC STANDARD TERMS AND CONDITIONS FOR THE PURCHASE OF SERVICES INTRODUCTION The Purchaser