00500 COMMERCIAL TERM SHEET

Payment
Terms

Warranty

Purchaser will pay Supplier forty-five calendar days after Purchaser's receipt of Supplier's
invoice.
90% upon delivery of all Work / 10% at issuance of the Commissioning Certificate and
submittal of a 10% LOC valid through the end of the Warranty Period.
The required Warranty Period shall be twenty-four (24) months from issuance of the
Commissioning Certificate. The Warranty Period for repaired Work or replacements will
be extended for a period of two year after the repair or replacement is complete or until
the end of the original Warranty Period, whichever is later.
Supplier will be responsible for any damage to or rework required to the Work or to
other work caused by breach of the warranty or required by correction of the breach.
The cost of warranty work and removal or replacement of other work will be at
Supplier's expense.
In the case of emergency where, in the reasonable judgment of Purchaser, delay could
result in serious loss or damage to persons or property or if Purchaser at its sole
discretion determines that the Project schedule or Clients operations will be adversely
affected, Purchaser may correct the defect or nonconformity at Supplier's expense,
provided Purchaser has notified Supplier of the defect or nonconformity and afforded
Supplier an opportunity to correct the defect or nonconformity within the time
determined by Purchaser to be required by the circumstances.

Liquidated
Damages

Consequential
Damages

Indemnity

100411 Template

The Work must meet guaranteed performance requirements during the performance
tests. The guaranteed performance requirements are must fix/make good. If the Work
does not meet the guaranteed performance requirements during the performance tests
specified, Supplier shall correct the failure at Suppliers expense as necessary to meet
the guaranteed performance requirements.
Late Document Submittal - $250/calendar day/late submittal.
Late Delivery of each item of equipment One- of one percent (1%) of the contract
price/calendar week (or prorate in respect of part of the week) up to maximum of 10% of
the contract price.
Performance Later if applicable to the equipment.
Delayed Commissioning Certificate due to Supplier's failure to fulfill its obligations under
this Purchase Order - One percent (1%) of the contract price/calendar day beginning
the day after the issuance of the Commissioning Certificate and continuing until Supplier
has remedied such failure. Time will be the essence of the contract.
Except for Supplier's obligations arising out of or liability for breach of Articles covering
Warranty, Non-Disclosure, Compliance with Laws or Indemnity or as set forth in any
provision for liquidated damages in any resulting Purchase Order, Purchaser and
Supplier will not be liable to each other for loss of profits, loss of use, loss of contracts,
or consequential damages arising out of any resulting Purchase Order.
Supplier agrees to defend, indemnify, and hold harmless the Purchaser and Client and
its group companies against any Claims arising out of:
(a) the negligence or wilful misconduct of Supplier, Sub-suppliers, or their respective
officers, employees and agents;
(b) infringement of any intellectual property right or unauthorized disclosure or use of
trade secrets by Supplier, Sub-suppliers, or their respective officers, employees and
agents;
(c) violation of Applicable Laws by Supplier, Sub-suppliers, or their respective officers,
employees and agents;
(d) The filing of a lien, or other encumbrance, on all or part of the Project by Supplier,
Sub-suppliers, or their respective officers, employees and agents.
(e) Supplier's failure to provide insurance as required by any resulting Purchase Order.

Page 1 of 3

00500 COMMERCIAL TERM SHEET

6

Security
Instruments

Insurance

A 10% Letter of Credit valid from issuance of the Commissioning Certificate through the
end of the Warranty Period (see Payment Terms above).
For contracts valued at $100,000 or greater, a 100% Performance and Payment Bond
valid from award through issuance of the Commissioning Certificate.
Commercial General Liability: $1,000,000 for each occurrence and in the aggregate
Endorsements: waiver of subrogation to Indemnified Parties, cross-liability or
severability of interest clause, a per project aggregate endorsement, and coverage for
personal injury liability, contractual liability, products and completed operations
(covering lawsuits brought in the USA and the country of the Jobsite), explosion,
building collapse, and damage to underground property
Umbrella Insurance: $4,000,000 for each occurrence and in the aggregate
Endorsements: waiver of subrogation to Indemnified Parties, cross-liability or
severability of interest clause, a per project aggregate endorsement, and coverage for
personal injury liability, contractual liability, products and completed operations
(covering lawsuits brought in the USA and the country of the Jobsite), explosion,
building collapse, and damage to underground property.
(if onsite presence is expected)
Workers Compensation: $1,000,000
Endorsements: waiver of subrogation to Indemnified Parties, for US work "all states" or
"other states" endorsement and employer's liability insurance protecting Supplier
against claims for injury, disease or death of employees which are not covered by the
worker's compensation insurance.
(if onsite presence is expected)
Automobile: $1,000,000 for each occurrence and in the aggregate
Endorsements: waiver of subrogation to Indemnified Parties
(if Goods are shipped over seas or the project BAR does not cover inland transport)
Transportation; 110% of the commercial invoice value of the Work shipped.
Endorsements: All risk type, until receipt at the Jobsite, must provide for insured
losses to be payable to Supplier and Purchaser.
(if design of any kind is included in subcontractors/service providers scope)
Professional Liability (if applicable): $1,000,000 for each occurrence and in the
aggregate.

Taxes

Governing Law

10

Delivery, Title,
and Risk of
Loss

Supplier shall give Purchaser ACORD insurance certificates evidencing the required
coverage.
Pricing shall be with base price and additional all applicable taxes and duties shall be
quoted extra.
Claims and disputes arising out of or related to this Purchase Order will be governed by
the law of India.
Supplier agrees to be bound by and the dispute resolution process set forth in the
Prime Agreement between the Client and Purchaser.
For shipments originating outside of India CIF Port of Import (Incoterms 2010), with
title transferring at FOB Port of Export and risk of loss transferring at jobsite. (Local
transport in India to be excluded by supplier.)
For shipments originating inside India Ex- Works and transport cost up to site shall be
quoted separately (Incoterms 2010)

100411 Template

Page 2 of 3

00500 COMMERCIAL TERM SHEET

11

Force Majeure

12

Suspension

13

CONFIDENTIA
LITY AND
PUBLICITY

Supplier may be provided an equitable schedule adjustment for the effects of a Force
Majeure event to the extent such relief is provided by the Client to Purchaser. However,
no equitable cost relief will be provided.
Purchaser may suspend Suppliers performance. If the suspension is for reasons of
Force Majeure, Suppliers default, or for the purpose of ensuring the safety, proper
execution, or quality of the Project or as a result of suspension by the Client, then
Supplier is not entitled to any equitable cost adjustment.

All information concerning the Purchaser's activities obtained by the Supplier in the
course or conduct of supply hereunder and all information or data otherwise
furnished to the Supplier by the Purchaser shall be considered confidential and
shall
not be disclosed by the Supplier to any third party without the prior written consent
of
the Purchaser or used by the Supplier for any purpose other than the purpose of
the Purchase Order and supplies made thereunder.

The Supplier shall not publish or permit to be published any pictorial, written, oral or
other information relating to the Purchase Order, the performance thereof or the
activities of the Purchaser without the Purchaser's prior written consent. Such
consent shall be given (if at all) separately in relation to each specific application
thereof and
shall apply only to that application. The accuracy of any information released by the
Supplier and not supplied directly by the Purchaser is the absolute responsibility of
the Supplier.
Permits and
Authorizations

Meaning and
Interpretation

100411 Template

The Supplier shall, at its own cost, be responsible for obtaining all certificates,
licenses, permits, clearances, approvals and authorizations required for the
performance of the Purchase Order
(including, without limitation, all clearances and authorizations required for any
marine vessel or aircraft provided by the Supplier Group) and in respect of the
Suppliers Equipment and the Suppliers Personnel and for all approvals and
permits required for the Supplier to engage in business and provide services of the
nature contemplated by this Contract, in India. The Supplier shall at all times
ensure compliance with all such certificates, licenses, permits, approvals and
authorizations as may be applicable for the performance of the Purchase Order.
In performing the Purchase Order, the Supplier shall observe and comply with all
applicable laws including, without limitation, health and safety, labor, immigration
and marine laws, whether of Government/statutory or other authority or agency
having jurisdiction in relation to the Purchase Order or the Site.
Unless context otherwise requires or otherwise defined, or provided herein, words
expressions including the capitalized items used and not defined herein shall have
same meaning and intent as defined under the Prime Agreement between Client
and Purchaser.

Page 3 of 3