SO/PO TERMS AND CONDITIONS

SECTION A: STANDARD CONDITIONS

The conditions of this Section A apply to all Contracts for the supply of Goods or Services, in addition to any other terms and conditions of the Contract.

DEFINITIONS
Affiliate" means, in relation to any Party, a company or other legal entity:
(a)

which controls a party;

(b)

which is controlled by a Party;

(c)

which is controlled by a company or person which controls a

Party;

where control means the ownership of 50% of the shares or voting rights or the power to otherwise direct or cause the direction of the management and policies
of the other person, whether directly or indirectly,
Claim means any cost, demand, legal proceedings, claims, actions, fines, penalties, obligation or liabilities of any nature, including legal costs on a full indemnity
basis, arising under any statute or in equity or at common law or otherwise at law of whatsoever nature.
"Company" means the entity issuing the Order.
Company Group means the Company, its Affiliates, the Joint Venturers and the officers, directors, employees, agents, invitees, consultants of all of the foregoing
Contract" means the contract comprising the Order and these conditions.
"Contractor means the person named as the supplier of the Goods or Services in the Contract and includes as appropriate the Contractor's Affiliates, heirs,
executors, administrators, successors, and permitted assigns.
Contractor Group means Contractor, Contractors Affiliates and subcontractors and the officers, directors, employees, agents, invitees, consultants of all of the
foregoing.
"Country Specific Conditions" means those further terms and conditions, attached to or forming part of the Contract, as are applicable to the jurisdiction in which the
Contract is to be performed.
"Defect" means any part or aspect of the Goods or Services which is not in compliance with the requirements of the Contract.
Existing Intellectual Property means any pre-existing Intellectual Property that is owned by a party to the Contract which is in existence before the
commencement of the Contract and which that party is free to disclose to the other party without being in breach of any obligations to a third party.
Goods means each and every article or thing described in the
Contract as to be purchased by the Company, or any part thereof.
Intellectual Property means any invention, patent or application for a patent, design (registered or unregistered), trademark (registered or unregistered), name,
copyright, circuit layout, trade secret, know-how, proprietary information or other right in respect of any information, process, work, material or method.
Legal Requirements means present and future obligations arising under (a) applicable laws, statutes, regulations, by-laws, orders, ordinances, proclamations and
decrees; (b) the terms and conditions of any applicable Government approvals; and (c) any binding requirement, direction or order of a Governmental agency.
New Intellectual Property is defined in clause 9(b)
Order means the document headed as such and describing the Goods or Services
attached.

to be supplied, to which these Terms and Conditions are

"Services" means the services described in the Contract and includes the performance of all incidental or other services, and the provision of all materials and
equipment, necessary to allow or assist the performance of the Services.

INDEPENDENT CONTRACTOR
The Contractor is an independent contractor. The Contractor is not the Company's agent in any way. The Contractor's personnel will not under any circumstances be
considered employees of the Company for any purpose.

ASSIGNMENT

(a)

The Contractor may not assign the Contract or any part of it without the
Companys prior written consent.

(b)

The Company may assign the Contract or any part of it and must, within a reasonable time thereafter, give notice of such assignment to the Contractor.

SUBCONTRACTING
The Contractor must not, without the Companys prior approval (not to be unreasonably withheld), subcontract any part of the Contract.

COMPENSATION
(a)

In consideration for the Contractor's performance of its obligations under the Contract, the Company will pay the Contractor the compensation specified in
the Contract which will be the sole consideration payable to the Contractor for the performance of the Contract.

(b)

Except as expressly provided in the Contract, the Contractor will be responsible for all costs, expenses and liabilities incurred by the Contractor in connection with
the supply of the Goods or, Services

INVOICING AND PAYMENT

(a)

The Contractor must forward an invoice in a form satisfactory to the Company to Accounts Payable at the Companys address for payment of invoices on the
Contract.

(b)

The Company
invoice.

(c)

Unless otherwise stated, the Contractor shall be entitled to render an invoice upon completion of the work or, where performance of the Contract may exceed
30 days in duration, at the end of each calendar month in which the Contract is performed.

(d)

The Company shall pay the Contractor by no later than the 30th day from the date on which the Contractors invoice is received.

may

require

that

the

Contractor

furnish satisfactory documentary evidence of the validity of an invoice and any amounts claimed in an

VARIATIONS
The Contractor must promptly comply with any notice from the Company at any time to add to or delete from anything to be provided under the Contract.

TAXES
(a)

Contractor will comply with all Legal Requirements relating to taxation.

(b)

If Company is required by Legal Requirements to make withholdings or deductions from payments otherwise due to Contractor, then Company may do so, and
the compensation due to the Contractor under this Contract is deemed to include those amounts unless this Contract expressly provides that the compensation
due to the Contractor does not include any amounts required to be withheld and that those amounts are to be borne by the Company.

INTELLECTUAL PROPERTY
(a)

All rights, interest in and title to Existing Intellectual Property remain vested in the owner of the Existing Intellectual Property. To the extent that it is applicable,
each of the parties grants to the other a royalty-free, non-exclusive, non-transferable right to use Background Intellectual Property for the Goods or Services,

(b)

All Intellectual Property and related proprietary information created under or arising out of the Contract (New Intellectual Property) will vest in the Company as
soon as the preparation, production or creation thereof commences.

(c)

To the extent that clause 9 (b) does not vest ownership of any New Intellectual Property in the Company, the Contractor assigns all right, title and interest in such
New Intellectual Property to the Company.

(d)

The Contractor warrants to the Company that:

(e)

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(i)

Contractor is entitled to use the Existing Intellectual Property and that Contractor has the ability to allow the Company to use it;

(ii)

the design, engineering, construction and other activities associated with the Goods or Services will not infringe the Intellectual Property rights of any person
and will not result in any royalties, fees or other amounts becoming payable for or relating to the use of Intellectual Property; and

Contractor will release and indemnify the Company in respect of any claim based on any breach or alleged breach of any Intellectual Property in connection with
the Goods, Services or Rental Items.

RIGHT TO USE SOFTWARE

If applicable, Contractor must provide to the Company full details of any third party software required for the Goods or Services, including product name, version and
supplier or reseller contact information to

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enable the Company to ensure that it has the right to use the software.

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CONFIDENTIALITY AND INFORMATION SECURITY

(a)

(b)

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(i)

as to the contents, operation or performance of the Contract, any information which may come to its knowledge in the course of performing
the Contract as to the operations, business dealings or financial affairs of the Company; and

(ii)

any technical information, know-how, data, inventions, trade secrets, formulae, graphs, drawings, designs, and other related information relating to the
Company.

The obligations imposed by this clause survive the expiration or termination of the Contract.

LEGAL REQUIREMENTS
(a)

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The Contractor must keep secure and must not without the Company's prior written consent divulge or communicate to any person any information in
whatever form:

In performing any work under the Contract, the Contractor will observe and comply with all Legal Requirements.

CODE OF CONDUCT AND ETHICS

(a)

The Contractor will at all times comply with the Company's Code of Conduct referred to on Companys website www.oilex.com.au

(b)

The Contractor must not, and must ensure that its subcontractors and personnel do not, in connection with the Contract, either directly or
indirectly offer or give or agree to give to any person in the service of the Company any gift or consideration of any kind as an inducement or reward for
any act or omission of that person or another in relation to the obtaining or execution of this or any other contract with the Company.

(c)

The Contractor warrants that it has not made and will not make, with respect to or in connection with the matters provided for in the Contract, any payments,
loans, gifts, or promises or offers of payments, loans or gifts, directly or indirectly to or for the use or benefit of any official or employee of any
relevant government or to or for the use of any political party, official or candidate or to any other person if the Contractor knows or should have known or has
reason to suspect that any part of such payment, loan, or gift or such promise or offer, would violate any applicable governmental laws, rules or regulations,
including but not limited to the laws, rules or regulations of the Commonwealth of Australia or the United States of America.

(d)

The Contractor will ensure that the requirements of this clause

13 form part of or are otherwise imposed on any party from which products or services are procured, including the
obligation to impose such terms on any subcontractor.

(e)

The Contractor shall provide, upon Company request, written certification that the Contractor has complied with the provisions of this clause 13.

EXPORT CONTROLS
(a)

The Contractor agrees to conduct its operations hereunder in compliance with all applicable governmental laws, rules and regulations, including, but not
limited to, applicable export and other foreign trade controls under the laws of the United States of America restricting sales and transfers to other countries
and parties of commodities, software or technical data.

(b)

The Contractor shall upon request provide written certification that the Contractor has complied with all such laws.

TERMINATION
(a)

The Company may terminate the Contract by giving 7 days' written notice to Contractor without incurring any liability to the Contractor for any compensation
or payment of moneys except what is due for that part of the Contract properly performed to the date of service of the notice.

(b)

If the Contractor defaults in or breaches any of its obligations pursuant to the Contract, the Company may by notice and without prejudice to any of its
other rights, do either or both of:
(i)

reject any Goods;

(ii)

terminate all or any part of the Contract,

and the Company will not be liable to pay the Contractor any damages, compensation or reimbursement for any work or service performed or expense
incurred by the Contractor after the date of termination or any cost, charge or expense or loss of profit or other loss of any kind arising from or consequent
upon such termination.

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EXCLUSION OF CONSEQUENTIAL LOSS

Except for liquidated damages or other amounts that become payable under the express terms of the Contract, no Party will be liable to any other Party for any
indirect or consequential loss or damage, including loss of profit, loss of use, loss of revenue or loss of opportunity.

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GOVERNING LAW, JURISDICTION AND DISPUTES

(a)

The Contract and all questions arising in connection with it are governed by and will be construed in accordance with the laws in force in the State of Western
Australia. The Parties agree that any conflict of laws rule that may otherwise refer the interpretation of this Contract to the laws of another jurisdiction, will not
apply to this Contract.

(b)

Save where the Contractor is a company incorporated outside Australia, all disputes arising under or in connection with this Contract will be resolved in the
courts of Western Australia and courts authorised to hear appeals therefrom. Where the Contractor is a company incorporated outside Australia, such disputes
will be finally resolved by arbitration held and seated in Perth, Western Australia, under the Rules of Arbitration of the International Chamber of Commerce
before one arbitrator appointed in accordance with the said Rules.

REPRESENTATIVES
Company and Contractor will each appoint a representative for the purpose of liaising with the other party, and will notify the other party of its appointed
representative. Contractor's representative will have the authority to legally bind Contractor in matters arising under the Contract.

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ENTIRE AGREEMENT AND VARIATION

The Contract constitutes the entire agreement between the parties and supersedes all previous negotiations and communications.
varied by written agreement between Company and Contractor.

The Contract may only be

SECTION B: GOODS CONDITIONS

To the extent that the Contract is for the supply of Goods, whether in conjunction with the supply of Services or otherwise, the conditions of this Section B apply in
addition to any other terms and conditions of the Contract.

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BASIC ARRANGEMENT
The Contractor shall supply the Goods, and the Company shall pay the Contractor for the Goods supplied, in accordance with and to the standard required by the
Contract.

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THE GOODS
(a)

The Contractor is responsible for the delivery and all costs associated with the delivery of the Goods to the Company's premises or such other location
that is specified in the Contract.

(b)

Any installation of the Goods by the Contractor will be subject to the provisions of Section C.

(c)

The Goods must be new, of the best quality and workmanship, free from faulty design and defects, and conform to the Contract requirements and any
applicable International or Australian standards.

(d)

The Contractor must furnish all engineering and other data in accordance with and within the time stated in the Contract.

TIME
(a)

The time for delivery of the Goods, as specified in the Contract, is of the essence.

(b)

If it appears that the time for delivery of the Goods will not be met, the Contractor must immediately, and thereafter as regularly as required by the Company,
notify the Company of any anticipated delay, with complete information regarding the cause and the earliest possible delivery date. In such event, the
Company may (without prejudice to any other rights) terminate all or any part of the Contract.

RISK, TITLE AND PROPERTY

(a)

Title to and property in the Goods immediately passes to the Company upon payment or delivery, whichever occurs first, and the Goods must be
appropriately marked and identified as the property of the Company.

(b)

Risk in the Goods remains with the Contractor until delivery to the Company in accordance with the Contract. The Contractor shall ensure that up until
delivery, the Goods are insured for loss or damage for a value, and with an insurer, reasonably acceptable to the Company.

INSPECTION AND TESTING

A representative of the Company is entitled to expedite, inspect and witness tests on the Goods at the Contractors and any subcontractors premises. The Contractor
must allow Company access at any time to the Contractors and any subcontractors premises for this purpose. The Contractor must make this a condition of any
subcontract.

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WARRANTIES
(a)

If any Defect in the Goods attributable to design, workmanship or operating characteristics arises within:
(i)

12 months from the date when the Goods are first put into

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service; or
(ii)

24 months from the date of delivery,

(whichever is later) the Contractor must, at its own expense, do all things necessary to remedy the Defect and must reimburse the Company for any costs
incurred in connection with the Defect, including the cost of the Company remedying the Defect if the Contractor does not do so within a reasonable period following
notice of the Defect from the Company.

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(b)

If the Company determines that a Defect cannot adequately be remedied, then the Company may, at its option, elect either to accept the non conforming
Goods with an adjustment in the purchase price or to direct that the defective Goods be removed at the Contractors expense.

(c)

In the event of any remedial work, a new warranty will apply to such work for a period of 12 months from its completion or until expiry of the normal warranty
period, whichever is later.

CONSIGNMENT
(a)

Where Goods are to be supplied on a consignment basis, as indicated by the Purchase Order, they shall be delivered in accordance with the agreed delivery
terms, on or before the due date stipulated in this Contract. Goods shall be available to the Company on a consignment basis for a period of 180 days (or as
directed by the Company) from the date of delivery with option for extension by mutual agreement.

(b)

Consignment stock held by the Company shall be on a first right of refusal basis. In the event that Goods are required by the Contractor, after the consignment
expiration dates as noted in clause (a) above, the Company shall either purchase or as soon as practicable, return the goods to the Contractors nearest
stocking point.

INCOTERMS
Where the Contract includes a term included in Incoterms 2000, the rules and definitions governing that term in Incoterms 2000 will apply, except to the extent that
they conflict with any provision of the Contract.

SECTION C: SERVICES CONDITIONS

To the extent that the Contract is for the supply of Services, whether in conjunction with the supply of Goods or otherwise, the conditions of this Section C apply in
addition to any other terms and conditions of the Contract.

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BASIC ARRANGEMENT
The Contractor shall perform the Services, and the Company shall pay the Contractor for Services performed, in accordance with and to the standard required by the
Contract.

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THE SERVICES
(a)

The

(b)

The Services must be of first class quality and the Contractor must perform the Services:

Contractor

is

responsible

for

the

provision

and maintenance of all materials and resources necessary to perform the Services.

(i)

with due care and skill and in accordance with any applicable standards and in accordance with good safety practices;

(ii)

with the diligence and skill and to the standard and in the manner reasonably expected of a professional person or company providing services of the
kind described in the Contract; and

(iii) where applicable in accordance with good oilfield and engineering practices.

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TERM
(a)

The Contractor will commence the Services on the date or within the period specified in the Contract.

(b)

The Contractor will continue to perform the Services for the period specified in or determined in accordance with the Contract, unless the Services are
terminated earlier in accordance with the Contract.

CONTRACTOR'S PERSONNEL
(a)

Contractor will engage and provide the services of all personnel required to perform the Services.

(b)

Contractor will ensure that all of Contractor's personnel hold current, the necessary licenses, permits, endorsements and other certificates required by
law to carry out the Services and are competent in every way to perform the Services.

CONTRACTOR'S EQUIPMENT
(a)

Contractor will supply all tools and equipment necessary to complete the Services.

(b)

Contractor will ensure that all of Contractor's equipment is in

good working order and suitable for use in connection with the
Services.

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EMPLOYEE AND INDUSTRIAL RELATIONS

The Contractor is responsible for its employees and industrial relations with its employees and any subcontractors' employees and must conduct its employee and
industrial relations using the highest standard of skill, care and diligence. The Contractor must not hinder or adversely affect the employee and industrial relations
of the Company or any other employer on the Companys premises.

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ACCESS
(a)

The Company grants the Contractor access to the Companys premises subject to compliance by the Contractor, its subcontractors and their respective personnel
with the Companys regulations, procedures and directions governing security, safety, the environment and cyclones. The Contractor must remove any of its
personnel from the Company's premises immediately upon request by the Company.

(b)

The Contractor does not have exclusive possession of all or any part of the Companys premises but only such use and control as the Company considers is
necessary to enable the Contractor to execute the Services.

INSPECTION AND TESTING

The Company and its agents have the right to carry out reasonable inspection and testing to ensure that the Services are in compliance with the Contract.
Contractor will render such reasonable assistance (including access to the Contractors premises) as may be required to facilitate such inspections and testing.

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The

RECORDS AND INFORMATION

(a)

Contractor will provide periodic progress reports on the performance and progress of Services under the Contract and matters arising in the course of such Services.
The reports will be prepared and given with such frequency and in such format as Company may reasonably require from time to time.

(b)

Contractor will keep full and accurate records relating to the performance and progress of Services under the Contract and matters arising in the course of such
Services. Company will be entitled to inspect and copy such records.

DEFECTS LIABILITY PERIOD

(a)

During the period of 12 months commencing upon the completion of the Services to the Companys satisfaction (Defects Liability Period), the Contractor
shall remedy Defects within 14 days of receiving notice of each Defect from the Company or such other period as the Company may require, having regard
to the nature and effect of the Defect.

(b)

The Contractor will be responsible for all costs associated with remedying Defects.

(c)

All remedial work will be subject to the provisions of the Contract. All remedial work will have its own separate Defects Liability Period of 12 months
commencing from completion of the remedial work.

WARRANTIES
(a)

The Contractor warrants that the Services will be:

(i)

carried out in accordance with good industry practices; (ii)

free of Defects; and

(iii) carried out in strict compliance with the requirements of the Contract.

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(b)

The delivery of a warranty from any Third Party vendor shall be in addition to the warranties given by the Contractor under the Contract, and shall not relieve the
Contractor from responsibility for its warranties under the Contract.

(c)

The Contractor will obtain and assign any warranties received from its subcontractors to the Company and will assist the Company in securing performance of
the warranties.

(d)

Where the Contractor obtains a warranty not specified in the Contract or where a warranty obtained by the Contractor extends beyond the Defects
Liability Period, the Contractor must ensure that the Company has the benefit of that warranty.

(e)

If, during the term of the Contract or during the Defects Liability Period, the Company is of the view that the Services do not comply with the requirements of the
Contract then the Company may require the Contractor to re-perform the Services at the Contractors cost within such time as the Company reasonably may
request.

INDEMNITIES
(a)

As between the Company and the Contractor, liability for claims in respect of personal injury and property damage arising out of the performance of the Services is
allocated as follows:
(i)

The Contractor will indemnify the Company Group against

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any Claim in respect of personal injury to, or property loss or damage suffered by, any member of the Contractor Group. The indemnity applies regardless
of the cause of the personal injury and regardless of any negligence or breach of duty by any of the indemnified persons. However, the indemnity
will not extend to any criminal prosecution, fine or penalty
(ii)

The Company will indemnify the Contractor Group against any Claim in respect of personal injury to any member of the Company Group. The indemnity
applies regardless of the cause of the personal injury and regardless of any negligence or breach of duty by any of the indemnified persons. However,
the indemnity will not extend to any criminal prosecution, fine or penalty.

(iii) To the extent that Contractor Group's act, default or negligence has caused or contributed to loss or damage to property owned by Company Group, the
Contractor will indemnify the Company Group against the Claim.
(iv) The Contractor will indemnify the Company Group against a Claim for personal injury to, or property loss or damage suffered by, a third party arising
out of the Services, except to the extent that the negligence of the Company has directly contributed to the Claim. To the extent that the negligence of
the Company has directly contributed to the Claim, the Company will be responsible for the Claim.
(b)

The Contractor will indemnify the Company Group against a Claim for pollution that emanates from the Contractor' Groups equipment or site facilities or
which is otherwise caused or contributed to by the Contractor Group.

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INSURANCE
(a)

Contractor will take out and maintain all insurances required by Legal Requirements and in addition the following insurances, as well as any other insurances
as it sees fit:
(i)

public liability insurance against third party liabilities arising from the performance of the Services. The insurance will have a limit of not less than
$5,000,000 per claim;

(ii) workers compensation insurance as required by law and employer's liability insurance;
(iii)

motor vehicle third party liability insurance as required by law, and motor vehicle third party property damage with an indemnity of not less than
$1,000,000 for any one occurrence;

(iv) insurance covering the Contractors own property, equipment, materials owned, hired leased or used by the Contractor for the purpose of this Contract;
and
(v)
(b)

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any additional insurance required by any applicable law.

Contractor will at the request of Company provide for inspection copies of all insurance policies and certificates of currency in respect of the insurances
required to be taken out by Contractor.

POLLUTION
The Contractor must perform the Contract in a manner that will prevent pollution.

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SITE

CONDITIONS

AND

CONTRACTOR'S INVESTIGATIONS

(a)

The Contractor will be deemed to have examined and taken into account all local and other conditions affecting the performance of the Services and all
information which is relevant to the risks, contingencies and other circumstances which could affect its performance of the Services, whether provided by the
Company or otherwise obtainable by the making of reasonable enquiries.

(b)

The Company gives no warranty of accuracy, sufficiency or completeness in relation to information provided to the Contractor and disclaims all
responsibility for such information. The Company will not be liable to the Contractor, in contract or tort or under any other law, for any inaccuracy in or
inadequacy of information provided to the Contractor in relation to the Services.

HEALTH SAFETY AND ENVIRONMENT

The Contractor is responsible for the management of health, safety and environmental issues related to and during the performance of the Contract.
Contractor must fully comply with all of the Company's health, safety and environmental requirements.

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The

HAZARDOUS MATERIALS
The Contractor must not bring hazardous material on to the Companys premises unless:

(a)
(b)

its use, presence or production is essential and there is no alternative product or process available which is less hazardous but otherwise equivalent;
all statutory and Company requirements are met for safe handling, health protection, packaging, labelling, transport,
storage,

(c)

SECTION

emergency

procedures,

waste

disposal

and environmental protection; and

its introduction and use has been approved by the Company.

D:

DRILLING

&

COMPLETIONS ADDITIONAL CONDITIONS

To the extent that the Contract is for the supply of Goods or Services in relation to drilling operations, whether in conjunction with the supply of Services or other
Goods, the conditions of this Section D apply in addition to any other terms and conditions of the Contract, except where expressly stated to the contrary.

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WELL COMMENCEMENT DATE

The anticipated spud date or start of operations for the well as specified in the Order is subject to change and the Contractor must liaise with the Company
representative with respect thereto. Goods and Services must be provided as and when required by the Company.

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DOWN HOLE EQUIPMENT

All down hole equipment provided by the Contractor shall be manufactured, tested and inspected to the relevant ISO standard or such other standards determined by
the Company.

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INDEMNITIES
(a)

This clause is to be read in conjunction with clause 39.

(b)

As between the Company and the Contractor, liability for claims in respect of property arising out of the performance of the Services is allocated as follows:
(i)

Notwithstanding clause 39(a)(i), in respect of a Claim for loss of or damage to Contractor's down-hole equipment when the down-hole equipment is inhole below the rotary table, Company will reimburse the Contractor for the cost of repairing or replacing such Contractors down-hole equipment, except
to the extent that:
(A)

(B)

(ii)

the loss or damage is caused or contributed to by normal wear and tear, (including outside diameter wear), fatigue failure, normal corrosion as a
direct result of carrying out the Services, defects in or malfunction of the equipment, or any breach of the Contract on the part of the Contractor that
contributes to loss of or damage to Contractors equipment;
the equipment does not comply with required specification or Contractors own procedures and standards have not been met;

(C)

loss or damage was caused by Contractors in-hole equipment failing to operate within its operating specifications or due to defects in the
equipment, or the default or negligence of the Contractor; or

(D)

Contractor is entitled to recoup the cost of such loss or damage from some other source including insurance. Contractor must use its best
endeavours to recoup such cost from any other sources before seeking reimbursement from Company.

In the case of loss, the amount to be reimbursed will be limited to the replacement cost of the equipment, less depreciation of 2% per month to a
maximum of 50% from the date the lost equipment was purchased by the Contractor. In the case of damage, the amount to be reimbursed will not
exceed the cost of repairs or the depreciated value whichever is less. In each case however Companys liability shall only cover the excess over
US$10,000 of the amount of loss or damage.

(c)

Contractor must have a stock of replacement items available on hand to replace any down-hole equipment lost or damaged.

(d)

Notwithstanding clause 39(a)(iii), in respect of a Claim for loss of or damage to an underground reservoir or formation resulting from performance of the
Services, Company will be responsible for the Claim, and releases Contractor from any liability for the Claim

(e)

Notwithstanding clause 39(a)(iii), in respect of a Claim for loss of or damage to a hole or casing in a hole, where the loss or damage results from any default
or negligence by Contractor, Contractor will be required to re-perform the Services at the same, or another nearby location determined by Company, down
to the depth at which the loss or damage occurred, at the Contractors own cost. In all other cases, Company will be responsible for the Claim and
releases Contractor from any liability for the Claim.

SECTION E: REPUBLIC OF INDIA - COUNTRY- SPECIFIC REQUIREMENTS

The conditions of this Section E apply to all Contracts for the supply of Goods or
Services, in addition to any other terms and conditions of the Contract.

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COUNTRY OF OPERATIONS
The Country of Operations is the Republic of India.

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COMPLIANCE WITH LAWS

The Contractor will comply, and will procure the Contractor Group to comply, with:
(a)

All Applicable Laws (as amended from time to time) including but not limited to:
(i)

The Petroleum Act, 1934 (ii)

the Petroleum Rules, 2002

(iii) Petroleum and Natural Gas Rules, 1959

(iv) The Oilfields (Regulation and Development) Act, 1948 (v)

Environment Protection Act, 1986

(vi) Hazardous Wastes (Management and Handling) Rules,

1989
(vii) Mines Act, 1952
(viii) Oil Mines Regulations, 1984
(ix) Contract Labour Registration and Abolition Act, 1970 (x)

Income Tax Act, 1961

(xi) Finance Act;

(xii) Provident Fund Act; (xiii) Customs Act, 1962
(xiv) Central Excise Act, 1944; and
(b)

these Country Specific Requirements

(i)

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TAXES
(a)

The requirements relating to withholding tax are set out separately in the Agreement.

(b)

In the event the Contractor is required to use Goods during the course of rendering the Services and if these, as per the Contractors Agreement with the
Company, are chargeable to the Companys account, then the Contractor shall raise a separate invoice or a debit note (in case the Contractor is claiming
a re-imbursement) for the same.

(c)

In the event Contractor is deemed to have Permanent Establishment (PE) status in India under the Indian laws relating to income tax, the Contractor shall be
solely responsible for all tax requirements arising therefrom.

(d)

Notwithstanding anything contained in the Agreement , the Company shall not be liable for complying with any Indian tax requirements or Indian tax
liabilities (whether relating to direct or indirect taxes) that need to be fulfilled in connection with the Contractors employees, agents, consultants or,
representatives arising out of the Contractor fulfilling its obligations under this Agreement in or outside of India.

(e)

If service tax is applicable to the Services as per Indian laws relating to service tax laws to any of the Contractors invoices, the tax shall be to
Companys account. In the event the Contractor is required to register with service tax authority in India, the payment of service tax to the service
authority shall be the responsibility of the Contractor and the Company shall pay the service tax amount to the Contractor who in turn shall remit it to
Indian service tax authority. If the Contractor is not required to register with service tax authorities in India, the payment of service tax to the service
authority shall be the responsibility of the Company.

(f)

In the event the Contractor providesGoods supplied from within India, it is required to register with VAT (or Value Added Tax) authorities in India before raising
an invoice in which it claims recovery of VAT from the Company for Goods supplied from within India. The invoice shall clearly mention the VAT registration
number of the Contractor and the Company shall bear the VAT.

(g)

The Contractor and the Contractor Group shall provide all assistance to the Company and execute all documents, as may be required by the Company from
time to time in connection with making available to the Company any fiscal benefits, including income tax exemptions, that the Company may be entitled to
arising out of or in connection with this Contract.

the
tax
the
tax

INSURANCE
(a)

In accordance with the requirements of clause 23 of the Host Government Agreement, but without prejudice to the other provisions of the Agreement
including those which may impose any higher standards or additional obligations in relation to the matters set out below, the Contractor shall maintain and
obtain insurance coverage for such amounts and against such risks as are customarily or prudently insured in the international

petroleum industry in accordance with Good Industry Practice. (b)

foregoing, cover:

Such insurance shall, without prejudice to the generality of the

(i)

loss or damage to all installations, equipment and other assets for so long as they are used in or in connection with the Services, provided, however, that if for
any reason the Contractor fails to insure any such installation, equipment or assets, it shall replace any loss thereof or repair any damage caused thereto;

(ii)

loss, damage or injury caused by pollution in the course of or as a result of carrying out the Services;

(iii)

loss of property or damage or bodily injury suffered by any Third Party in the course of or as a result of carrying out the Services for which the Contractor
may be liable;

(iv) any claim for which the Company and/or the Host Government may be liable relating to the loss of property or damage or bodily injury suffered by any Third
Party in the course of or as a result of carrying out of the Services for which the Contractor may be liable to indemnify the Company and/or the Host
Government; and
(v) the Contractor's liability to its employees engaged in carrying out the Services.

53

(c)

All policies of insurance required to be taken out by the Contractor under the Agreement shall, in addition to the Company, include the Host Government as
additional insured and shall waive subrogation against the Host Government.

(d)

To the extent relevant to the work, services or Goods being provided by a Subcontractor, the Contractor shall procure compliance by the Subcontractor with
the provisions of this clause 51.

HOST GOVERNMENT AGREEMENT REQUIREMENTS FOR PERFORMANCE OF SERVICES

(a)

Without derogating from any other provisions of the Contract including those which may impose any higher standards or additional obligations in relation to the
matters set out below, in accordance with Article 12 of the Host Government Agreement, the Contractor shall:
(i)
(ii)

employ advanced techniques, practices and methods of operation for the prevention of Environmental Damage in conducting the Services;
take necessary and adequate steps to:
(A)

prevent Environmental Damage and, where some adverse impact on the environment is unavoidable, to minimize such damage and the
consequential effects thereof on property and people;

(B)

ensure adequate compensation for injury to Third Parties or damage to their property caused by the Services;

(C)

adhere to the requirements, if any, imposed by and

Environmental Clearance;

(iii) comply with the directions of the Company relating to remedying any Environmental Damage or preventing the occurrence thereof;
(iv) notify the Company in writing, prior to the commencement of the Services, of the measures and methods proposed to be adopted by the Contractor to enable
the Contractor to comply with clause 52(a)(ii)(A) above, review them from time to time in light of the prevailing circumstances and amend them where required
by the Company;
(v) ensure that the Services are conducted in an environmentally acceptable and safe manner consistent with Good Industry Practice and properly monitored;
(vi) ensure that its permitted subcontracts also include the provisions contained in this clause 52(a).
(b)

The Contractor acknowledges that it is aware that:

(i)

the Area of Operations may be partly or wholly located on areas forming part of certain national parks, sanctuaries, mangroves, wetlands of national
importance, biosphere reserves and other biologically sensitive areas; and

(ii)

passage through such areas is generally not permitted however if there is no passage other than through those areas to reach a particular point beyond
those areas which it is necessary to do so in order to perform the Services, the Contractor is required to obtain the permission of the Host Government to
do so and must notify the Company in writing in reasonable time prior to obtaining that permission.

PO/SO Standard Terms & Conditions

54

TENDERING,
(a)

CONTRACT

Page 5 of 7

AWARDS

&

LOCAL PREFERENCE REQUIREMENTS

The Contractor:
(i)

shall, to the maximum extent possible, without prejudice to the right of the Contractor to select and employ such number of employees as, in the
opinion of the Contractor, are required for carrying out the Services in a safe, cost effective and efficient manner, employ and require its Subcontractors to
employ, citizens of India having appropriate qualifications and experience, taking into account the nature of the Services;

(ii)

when acquiring Goods, shall give preference to the purchase and use of Goods manufactured, produced or supplied in India provided that such
Goods are available on terms equal to or better than imported Goods with respect to timing of delivery, quality and quantity required, price and other
terms;

(iii)

shall employ Indian Subcontractors having the required skills or expertise, to the maximum extent possible, insofar as their services are available on
comparable standards with those obtained elsewhere and at competitive prices and on competitive terms; provided that where no such Subcontractors
are available, preference shall be given to non-Indian Subcontractors who utilize Indian goods to the maximum extent possible, subject, however, to the
proviso in clause 53(a)(ii) above; and

(iv) ensure that provisions in terms of clauses 53(a)(i) to (iii) above are contained in contracts between the Contractor and its Subcontractors.
(b)

55

56

Within thirty (30) days after the end of each financial year or as otherwise required by the Company, the Contractor shall provide the Company with a
report outlining its achievements in utilising Indian resources during that financial year.

HSE REPORTING
(a)

The Contractor shall as soon as practicable (but not later than

24 hrs) after its occurrence, report to the Company any HSE incident or accident (including, without limitation, any fatality or major accident, lost time incident,
medical treatment case, first aid case near miss or any other loss related incident) in any way connected with the Services, whether or not it may affect any
operations of the Company or the operations of others working on behalf of the Company, and shall maintain accurate records therefor. All such accidents or
incidents shall also be reported to the relevant authority of the Host Government, within 24 hours of occurrence detailing, without limitation, the nature of
such incident or accident, the extent of lost time, the reasons for the incident or accident and future preventive measures which will be taken by the Contractor.
The Contractor shall leave all debris and wreckages untouched except as necessary to rescue the injured until such time as the relevant authorities of the
Host Government have conducted the required investigation, if any, in accordance with the Applicable Law.

(b)

The Contractor shall also submit a monthly report, in respect of all HSE incidents or accidents in any way connected with the Services. In addition to the
foregoing, the Contractor shall promptly conduct incident investigations on all fatalities or major accidents or incidents and submit a report with its findings,
conclusions, recommendations and actions taken or planned to the Company within one week from the date the relevant authorities of the Host Government
have completed their investigation, if any, of occurrence of such fatality or major accident or incident. The Company shall be entitled to join the
Contractor in its investigation of the matter or carry out its own independent investigation. In either case, the Companys role in any such investigation shall
not relieve the Contractor of its obligation to conduct its own investigation and to submit its report to the Company within the stipulated time.

LABOUR RELATED OBLIGATIONS

(a)

Without prejudice to the other provisions of the Contract including those which may impose any higher standards or additional obligations in
relation to the matters set out below, the Contractor shall:
(i)

comply with all Applicable Laws pertaining to employment and social issues and shall obtain and maintain all required registrations and licenses;

(ii)

be solely responsible for any health or disability insurance, retirement benefits, or other welfare or pension benefits, if any, to which the employees
of Contractor or the Contractor Group may be entitled;

(iii) shall defend, indemnify, and hold harmless the Company and its officers, directors, employees and agents, and the administrators of Company's benefit
plans, from and against any Claims relating to any compensation, tax, insurance, or benefit matters with respect to the Contractor's or the Contractor
Group's employees.

57

IMPORT AND EXPORT

(a)

The Contractor shall notify the Company no later than 21 days in advance of any proposal by the Contractor or the Contractor

Group to import or export any Goods in relation to the Services. (b)

Save as otherwise expressly agreed in writing between the
Company and the Contractor, the Contractor is responsible for
the importing and exporting of Goods required in connection with the Services, including all certification and other documentation, and for all associated costs,
fees and Taxes, and shall use all reasonable endeavours to ensure that the importing and exporting occurs in a timely manner and in accordance with Applicable
Laws including the Foreign Exchange Management Act, 1999 and the relevant rules and regulations framed thereunder.

58

(c)

The Contractor shall use all reasonable endeavours to obtain exemption from any costs, fees or Taxes associated with importing or exporting Goods in accordance
with any notifications, rules or regulations issued by the Host Government from time to time and will ensure that the benefit of any such exemption is
unconditionally and immediately passed on to the Company by a corresponding reduction in the amount payable to the Contractor under the Agreement.

(d)

Where directed by the Company, the Contractor shall ensure that all such Goods are imported strictly in the name of the Company.

(e)

The Contractor shall ensure that any Goods imported by the Contractor or the Contractor Group in connection with the Agreement are used solely and exclusively
for carrying out the Services under the Agreement or as otherwise directed by the Company in writing.

(f)

The Contractor shall provide, on a monthly basis and as otherwise may be required by the Company, details of all costs, fees and Taxes paid or payable by
the Contractor or the Contractor Group in respect of any such importation or exportation together with supporting documentation.

(g)

The Contractor shall ensure that goods imported (as described in 6.5 above) either on consignment basis (in the event they are not purchased for use) or imported
under a hire arrangement shall be re-exported out of India within the stipulated time frame.

(h)

It shall be Contractors responsibility to complete all the regulatory requirements for effecting importing and exporting in and out of India. The Company shall
only provide assistance with obtaining Essentiality Certificate (EC) from the Directorate General of Hydrocarbons (DGH).

(i)

If any part of the price for any Goods purchased, imported into or constructed by the Contractor in India, has been paid for by the Company in connection with the
Services, it may not be exported, sold or disposed of by the Contractor without the Companys prior written consent (which consent may be given or declined as
the Company determines in its absolute discretion) PROVIDED THAT if any Applicable Law requires any Goods to be exported irrespective of the Companys
consent, the Contractor shall only be required to comply with the requirements of clause 55(a) above.

RECORDS AND AUDIT

(a)

The books and records required to be kept by the Contractor under the Contract, shall be kept for no less than 3 years following the expiry or termination of
the Agreement.

59

(b)

The Companys audit rights in respect of the Contractors records under the Agreement may be exercised within 3 years following the expiry or termination of
this Agreement.

(c)

If requested by the Company, the Contractor shall also make its records available, and provide copies, to the Host Government. The Contractor agrees that the
auditors and authorised representatives of the Host Government may also audit the books and records of the Contractor at any time within that period. The
Contractor shall provide all necessary assistance and facilities to the Host Government o and its auditors and authorised representatives to enable them to
discharge their duties.

GENERAL PRODUCTION SHARING CONTRACT (PSC) REQUIREMENTS

(a)

60

The Contractor shall comply with all directions of the Company necessary or desirable to allow or confirm compliance with the terms of the Host Government
Agreement and with any other requirements of the Host Government from time to time.

DEFINITIONS & INTERPRETATION

(a)

Goods means equipment, materials, machinery, consumables, facilities, supplies or other items.

(b)

Environmental Clearance has the same meaning as in the

Host Government Agreement.

(c)

Environmental Damage has the same meaning as in the Host

Government Agreement.

(d)

Host Government Agreement shall mean the Production Sharing Contract(s) entered into by the Company and its other joint venturers with the Host
Government, as amended from time to time.

(e)

Host Government means the government of the Republic of

PO/SO Standard Terms & Conditions

India, including its agencies, authorities and instrumentalities.

(f)

Capitalised terms and expressions used in this Section E which

are defined in other parts of this Contract (but not defined in this
clause 59) shall have the meaning assigned to them in the other
parts of this Contract.

(g)

In this Section E Services includes the supply of any Goods

and the performance of any work or services of any kind
whether it be advisory, professional, construction, interpretation,
manufacturing, design or otherwise.

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PO/SO Standard Terms & Conditions

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