General Conditions for Supply and Supervision Contract

Contract No: ___ - ______

EXHIBIT D: GENERAL CONDITIONS

ARTICLE 1 INTERPRETATION AND DEFINITIONS .................................................................... 2

ARTICLE 2 LIABILITIES OF THE SUPPLIER ............................................................................... 5
ARTICLE 3 LIABILITIES OF THE BUYER ..................................................................................... 6
ARTICLE 4 SUPPLIER’S PERSONNEL ........................................................................................... 6
ARTICLE 5 PERMITS, LICENSES, CERTIFICATES ...................................................................... 8
ARTICLE 6 TESTS ............................................................................................................................ 9
ARTICLE 7 ORDER, CLEANING AND SAFETY OF THE WORKPLACE ..................................... 9
ARTICLE 8 HEALTH, SAFETY AND ENVIRONMENTAL REQUIREMENTS (HSE) .................. 10
ARTICLE 9 SUPERVISION AND TRAINING SERVICES ............................................................. 10
ARTICLE 10 DELIVERY DOCUMENTS.......................................................................................... 11
ARTICLE 11 PACKAGING, MARKINGS AND PREPARATION FOR TRANSPORTATION......... 11
ARTICLE 12 DOCUMENT REVIEW AND APPROVAL .................................................................. 12
ARTICLE 13 PROGRESS PAYMENT CERTIFICATES AND PAYMENTS .................................... 13
ARTICLE 14 LIQUIDATED DAMAGES .......................................................................................... 13
ARTICLE 15 BONDS ......................................................................................................................... 14
ARTICLE 16 FIXED PRICE .............................................................................................................. 15
ARTICLE 17 CONTROL OF THE WORK........................................................................................ 15
ARTICLE 18 ACCEPTANCE OF THE WORK ................................................................................. 15
ARTICLE 19 CHANGES ................................................................................................................... 16
ARTICLE 20 EXTENSIONS OF TIME ............................................................................................. 16
ARTICLE 21 REMEDY OF DEFECTS AND WARRANTY PERIOD ............................................... 17
ARTICLE 22 FAILURE IN REMEDY OF DEFECTS ....................................................................... 18
ARTICLE 23 INDEMNIFICATION................................................................................................... 18
ARTICLE 24 PATENTS .................................................................................................................... 19
ARTICLE 25 LIENS .......................................................................................................................... 19
ARTICLE 26 LIMITATION OF LIABILITY .................................................................................... 19
ARTICLE 27 SUSPENSION OF WORKS .......................................................................................... 19
ARTICLE 28 TERMINATION OF THE CONTRACT ...................................................................... 20
ARTICLE 29 TRANSFER AND ASSIGNMENT OF CONTRACT .................................................... 20
ARTICLE 30 TAXES ......................................................................................................................... 21
ARTICLE 31 FORCE MAJEURE ...................................................................................................... 21
ARTICLE 32 INTELLECTUAL RIGHTS, CONFIDENTIALITY AND PERSONAL DATA ............ 23
ARTICLE 33 COMMUNICATIONS AND LANGUAGE ................................................................... 25
ARTICLE 34 INDEPENDENT CONTRACTOR ................................................................................ 25
ARTICLE 35 WAIVER OF RIGHTS ................................................................................................. 25
ARTICLE 36 ANTI-CORRUPTION .................................................................................................. 25
ARTICLE 37 GOVERNING LAWS AND DISPUTE RESOLUTION ................................................ 26

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 General Conditions for Supply and Supervision Contract
Contract No: ___ - ______

ARTICLE 1 INTERPRETATION AND DEFINITIONS

1.1. Interpretation
1.1.1. Headings in this Contract have been inserted for convenience only and shall not in any way affect the
interpretation, meaning, or effect of any expression contained in this Contract nor govern the rights and liabilities
of the Parties.
1.1.2. In the Contract, words indicating the singular form also indicate the plural and vice versa; any reference
to a document made in this Contract under any title, include all exhibits of that document, all amendments to be
made in the future (provided that such amendment is not explicitly prohibited under this Contract or does not
corresponds to the integrity of the Contract) and any reference herein to a legal entity (public or private) or a real
person (legally or by way of assignment or as a consequence of reorganization) includes such person's successor.
1.1.3. The words “include”, “includes”, “including” and similar shall be deemed to be qualified by reference
to “without limitation”.
1.2. Integrity
This Contract represents the entire and integrated agreement between the Parties and supersedes all prior and
contemporaneous written or oral agreements, communications, proposals, negotiations, understandings and
representations relating to or connected with the subject matter of this Contract.
1.3. Amendments
Except as otherwise provided in this Contract, no amendment or other variation of the Contract shall be effective
unless it is in writing and signed by duly authorized representatives of each Party hereto.
1.4. Severability
Each provision of this Contract is severable and distinct from the others. If any such provision is or at any time
becomes to any extent invalid, illegal or unenforceable under any enactment or rule of law, it shall to that extent
be deemed not to form part of this Contract but (except to that extent in the case of that provision) such provision
and all other provisions of this Contract shall continue in full force and effect and their validity, legality and
enforceability shall not be thereby affected or impaired. If the operation of this clause would negate the commercial
intent and purpose of the Parties under this Contract, the Parties shall negotiate an equitable adjustment in the
provisions of this Contract for the purpose of giving effect to the remaining provisions of this Contract in
accordance with the commercial intent and purpose of the Parties under this Contract.
1.5. Definitions
Unless otherwise is stated in the Contract, and in addition to the terms defined within the Contract, capitalized
terms used in this Contract shall have the meanings ascribed to them below.
“Advance Payment” means the advance payment made by the Buyer to the Supplier according to Article 13.2.
“Advance Payment Bond” or “APB” means the advance payment bond set forth in Article 15.1.2.
“Applicable Laws” means all national, regional, international and local legislation applicable to the Parties, the
Site, the Works, the Country or the places where Works are carried out, the Facility, operation or management of
the Facility or including, without limitation, constitutions, laws, regulations, other legislative measures, treaties,
ordinances, judgments, decrees, proclamations, injunctions, writs and orders of any court, arbitrator or
governmental agency, common law, and the codes and standards as may be in effect from time to time.
“Article” means any provision of the Contract so designated, unless otherwise specifically stated in any of the
documents comprising this Contract.
“Buyer” shall have the meaning set forth in recitals of the Contract Agreement.
“Buyer’s Representative” shall mean representative that will be notified to the Supplier in writing as authorized
by the Buyer in order to organize and inspect that the Work is carried out according to the provisions of the
Contract, whose name and contact info is stated in the Contract.

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“Commissioning” means commissioning of the Equipment by Buyer under the supervision of Supplier or
exclusively by Buyer.
“Construction All Risk Insurance” means the insurance policy made by the Buyer as per Article 4.8.
“Confidential Information” means any and all commercial, technical and other information relating to the Project
in any form whatsoever, including information regarding the terms and conditions of this Contract, negotiations
leading to the execution of this Contract, all communications between the parties, all information concerning the
business transactions, technical plans, commercial or financial arrangements or affairs of the parties, information
which is disclosed to the other party at any time and any new information produced in the performance of the
Works, including information which is provided verbally to a party by any officer, employee or agent of the other
party.
“Construction Site” and/or “Workplace” and/or “Site” means all land parcels that Employer owns or rents or
will own or rent (including but not limited with marine spaces) which the Facility will be located on and the
surrounding area that will actually be used by the Supplier, with the permission of the Buyer in relation with
Project, services and all other Works that will be performed by the Supplier (including but not limited with,
temporary facilities and accommodation areas) within the scope of this Contract, and any other place or places
where Equipment and/or Materials will be delivered to or where Works will be carried out by the Supplier, which
shall be provided or made ready for use by the Employer according to this Contract.
“Contract” means this Contract and all written amendments, modifications, addendums and all exhibits to this
Contract.
“Country” means the country in which the Site (or most of it) is located.
“Day” means the calendar day unless otherwise is stated in the Contract. Week, month and year means calendar
week, month and year.
“Defect(s)” means any failure, defect or deficiency in design, workmanship, production, schedule of any
Equipment, Works, Materials or any other part of the Works including, without limitation ;

(a) the failure of any design, Material, Equipment or Works or other part of the Works to comply with the
requirements of this Contract;

(b) structure, Material or Equipment which is not free from corrosion or erosion in accordance with the codes
and standards set out in this Contract or otherwise applicable to the Works;

(c) All kinds of structure, Material or Equipment not transported and installed according to instructions of the
producer of such structure, material or equipment, including instructions regarding storage and

(d) A failure of the Supplier to perform any of its obligations in accordance with the Contract.
And the term “Defective” and "Defect-free" shall be construed accordingly.
“Employer” means “Turkmenenergo State Power Corporation of the Ministry of Energy of Turkmenistan”.
“Equipment” means “________” and its Spare Parts if any, to be supplied by the Supplier under the scope of this
Contract.
“Facility” means all units and components available and/or to be installed on Site.
“Final Acceptance” means final acceptance and take over of the Works by the Buyer pursuant to provisions in
18.4.
“Final Acceptance Certificate” is the document mutually issued and signed by Parties at the end of the Warranty
Period, whereby Buyer confirms that Work complies with the terms of the Contract.
“Good Industry Practices” means the exercise of that degree of skill, diligence, prudence and foresight which
would reasonably and ordinarily be expected from a skilled and experienced person currently engaged in the same
or similar type of undertaking under the same or similar circumstances in a manner consistent with Applicable
Laws, applicable permits, reliability, safety, environmental protection, economy, and expediency.
“Hazardous Material” means any and all chemicals, constituents, contaminants, pollutants, materials and wastes
and any other carcinogenic, corrosive, ignitable, radioactive, reactive, toxic or otherwise hazardous substances or

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 General Conditions for Supply and Supervision Contract
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mixtures (whether solids, liquids, gases), or any similar substances now or at any time during the course of this
Contract subject to regulation, control, remediation or otherwise addressed under Applicable Laws, Applicable
Permits and regulations on environment including those laws, regulations and other policies relating to the
discharge, emission, spill, release or threatened release into the environment or relating to the disposal (or
arranging for the disposal), distribution, manufacture, processing, storage, treatment, transport, or other use of such
substances.
“Installation” means the installation of the Equipment exclusively by Buyer, or by Buyer under the Supplier’s
supervision.
“Liquidated Damages” and/or “Delay Liquidated Damages” means all kinds of liquidated damages payable
by the Supplier pursuant to Article 14.
“Loss(es)” means, including but not limited to, all losses, costs, damages, injuries, liabilities, demands, penalties,
fines, interest and causes of action incurred or to be incurred by the Buyer.
“Main Contract” means all written agreements and their exhibits made between the Buyer and the Employer in
respect of the Project and all documents signed and to be signed including amendments, changes, additions to be
made.
“Material” means the material being part and/or raw material of the Equipment to be supplied by Supplier under
the Contract, which is to be supplied together with the Equipment under the Contract.
“Origin” means the countries where Materials, Equipment and parts constituting the Equipment are produced.
“Performance Bond” or “PB” means performance bond set forth in Article 15.2.2.
“Personnel” and/or “Worker” means the employees of the Supplier and its suppliers including Supervisors.
“Project” means Construction of the 1574-Megawatt Combined Cycle Power Plant and Electrical Energy
Transmission Systems Required For Its Connection To the Energy System in the Turkmenbashy District of Balkan
Region and Purchase of Spare Parts For the Existing State Power Plants.
“Project Manager”, means to the personnel authorized by the Buyer within the scope of the Project.
“Provisional Acceptance” means provisional acceptance and commissioning of Work by the Buyer pursuant to
provisions in Article 18.
“Provisional Acceptance Certificate” means the document mutually issued and signed by Parties confirming
that Work is completed and delivered to the Buyer in accordance with the terms of the Contract and requests of
the Buyer and Employer.
“Service” and/or “Supervision Service” means providing supervision and technical support services on Site for
Installation and Commissioning, performing site tests and giving on/off site trainings to the personnel of the Buyer
and/or Employer.
“Spare Parts” means all spare parts that will be supplied by the Supplier within the Contract Price or offered as
an option. If Spare Parts are provided as an option and not included in the Contract Price, spare parts will be stated
in Exhibit-E Bill of Quantities and Payment Schedule together with their prices.
“Special Tools” means all special tools required for Installation, testing and commissioning, operation, and
maintenance of Equipment (if any) provided by the Supplier under this Contract Price. Special Tools do not include
the Equipment or parts constituting the Equipment.
“SSI” means the Social Security Institution.
“Supervisor” is the Supplier’s Personnel who provides the Supervision Service.
“Supplier” shall have the meaning set forth in recitals of the Contract Agreement.
“Taxes” means any and all direct and indirect taxes, duties, funds, fees, levies, excises, rates, charges,
custom duties, surcharges, royalties and other government imposed mandatory payments of whatever nature
and however called and whether paid to a government or to any other person at its directive or pursuant to
Applicable Laws, or similar to any of the foregoing.

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 General Conditions for Supply and Supervision Contract
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“Test(s)” means all Site and factory tests and inspections specified under technical specification and all other
specifications.
“Time Schedule” means the work schedule set forth in Exhibit-F Time Schedule.
“VAT” means Value Added Tax
“Warranty Period” means the warranty period defined under Article 21.
“Work” means supply and supervision services of the _________, to be performed by the Supplier on a turn-key
delivery basis in accordance with the Contract and all Work items, activities, and services, that are detailed in the
Contract and its exhibits or, even if not indicated, required by the nature of the Work for the Supplier to fulfill all
its obligations, and includes all permanent and temporary Works. The detailed scope of the Work is stated in the
Contract and its exhibits.
“Work Commencement Date” means the date Supplier starts to perform the Works.
ARTICLE 2 LIABILITIES OF THE SUPPLIER
2.1. Unless otherwise is agreed by written agreement of Parties, Supplier is required to fulfill the Works
according to the Contract and its Exhibits and Good Industry Practices, without limiting its liabilities stated under
the Contract at its own cost. Supplier shall perform all works which are not specifically defined under the Contract
as the liability of the Supplier, but which are mandatory for the scope of the Work due to the nature of the Work,
at the expense of Supplier.

2.2. Supplier accepts, declares, and undertakes that Work within the scope of the Contract shall be completed in
compliance with the Contract, international and local standards and norms.
2.3. The Origin of the Equipment and its subcomponents to be supplied by the Supplier shall be Turkey and/or
Europe and/or USA. Under no circumstances, the Origin of the Equipment, or any part of it can be China and/or
India All Equipment to be provided within the scope of the Contract must comply with the Contract, brand new
and not produced before the signature date of the Contract. The Supplier shall be liable to be aware of the laws of
the Country regarding the goods and Material prohibited in the Country, shall not import them to such Country,
Equipment or any part of it shall not contain such prohibited goods or Materials. The Supplier shall indemnify the
Buyer for any Loss as a result of Equipment or any part of it containing prohibited good or Material.
2.4. Supplier shall be responsible for submitting to the Buyer, progress reports and other reports in the form and
periods requested by the Buyer and in accordance with the Contract. Supplier shall be responsible for participating
in coordination meetings and progress meetings as deemed necessary upon request of the Buyer. Failure to submit
the progress reports to the Buyer on time and/or in the requested form and/or format, and/or the Supplier’s failure
to attend coordination and/or progress meetings requested by the Buyer without a valid excuse, shall result in the
application of the penalties specified in Article 14.2.
2.5. Within 2 (two) weeks from the Effective Date of this Contract at the latest, Supplier shall submit to the
approval of the Buyer, the detailed Time Schedule in the form and content required by the Buyer if it is not
requested on the Effective Date and within 2 (two) weeks after delivery of the Time Schedule, the Buyer may
request the Time Schedule to be modified. Supplier shall be responsible for making the requested changes within
5 (five) days at the latest and execute the Work according to the finalized version of the Time Schedule as the
result of changes made, Buyer shall not be obliged to make any payment to the Supplier, unless Time Schedule is
delivered to the Buyer in the form acceptable by the Buyer.
2.6. During performance of the Work, the Supplier and its Workers must know and comply with Applicable Laws
of both the Country and the country that they are the citizen of and provisions of this Contract and any instruction
to be given by the Buyer in accordance with provisions of this Contract.
2.7. The Supplier accepts and undertakes not to carry out any Work-related meetings with the Employer and/or
their representatives, without written consent of the Buyer.
2.8. In all documentation and reporting procedures, the Supplier is obliged to comply with conditions and form
stated under Exhibit-J Documentation Coding and Numbering Procedure and also to comply with Exhibit-H
Quality Specifications.

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2.9. Other liabilities of the Supplier within the scope of this Contract are explained in detail in exhibits of the
Contract.
ARTICLE 3 LIABILITIES OF THE BUYER
3.1. Liabilities of the Buyer within the scope of this Contract are explained in detail in the Contract and its
exhibits.
ARTICLE 4 SUPPLIER’S PERSONNEL
4.1. The Supplier shall be free to appoint and confirm the persons to be employed during the performance of the
Works. However, the Supplier hereby accepts and guarantees that should the Buyer find the number and
qualifications of such persons insufficient at any time during the validity hereof, the Supplier shall immediately
make the necessary replacements or provide additional Personnel as per the Buyer’s instructions without any
additional charge. The Buyer’s non-approval of any of the Supplier’s Personnel or its request for the replacement
thereof shall not diminish or impede the liabilities of the Supplier within the scope of the Contract.
4.2. In case Supplier is a Turkish national, and (i) in case some of its Personnel will stay in Turkmenistan for
more than 183 (one hundred and eighty-three) days in total within one year from the date of entry into
Turkmenistan, its Personnel shall stay in the Country for more than such particular period, or (ii) the local Workers
cannot be hired under Supplier’s payroll according to the local laws, then upon sole discretion of the Buyer, and
based ona service contract (“Service Contract”) to be signed between the Supplier and the Buyer’s affiliate Çalık
Enerji San. ve Tic. A.Ş. and provided that the information requested by the Buyer is shared with the Buyer
completely and within the time requested, the following shall apply for such Personnel that will stay in the Country
for more than such particular period;
4.2.1. Such Personnel shall work under the payroll of the Service Contract Contractor and the Service Contract
Contractor shall pay the wages of only the Workers under its payroll, in the amount shown under the payroll
which is to be backcharged to the Supplier pursuant to Article 4.2. The Supplier is solely responsible for all
payments accrued and to be accrued, including, if any, the amounts exceeding the amounts shown under the
payroll of the Service Contract Contractor and all compensations incurred or to be incurred for each Personnel
in Turkey and the Country, and all amounts to be paid to the Personnel or third parties due to occupational
accidents. The Supplier irrevocably accepts and undertakes that it shall immediately pay all expenses to be
incurred on behalf and on account of the Supplier by the Service Contract Contractor, at once and within 30
(thirty) days after the documents showing these expenses are delivered to the Supplier, otherwise the Service
Contract Contractor, shall be entitled, without prejudice to other methods of recovery, to deduct such amounts
from payments to be made to the Supplier within the scope of both this Contract and the Service Contract and/or
draw the amount of the bonds received by the Supplier.
4.2.2. For the Personnel that will work under the payroll of the Service Contract Contractor, the Supplier shall
be responsible for making -any payment set forth by the Republic of Turkey Social Security Institution ("SSI"),
and every month the Supplier shall submit to the Buyer, the document issued for each personnel showing that
such amount for the relevant personnel is deposited. Unless the Supplier submits the relevant documents to the
Buyer, the Buyer and the Service Contract Contractor shall be entitled to withhold the payments to the Supplier.
4.2.3. In the event that the Personnel works under the payroll of the Service Contract Contractor, the amount to
be monthly paid to the Personnel, which will be notified in writing by the Supplier, shall be deposited by the
Service Contract Contractor, to the bank account that will be opened by the related Personnel on behalf of the
Personnel. Upon its sole discretion of the Service Contract Contractor, wages deposited to stated bank accounts
in the name of each Personnel by the Service Contract Contractor, shall be deducted from the amounts to be paid
to the Supplier within the scope of the Contract and/or the Service Contract.
4.2.4. In case the Buyer, the Service Contract Contractor or their any affiliate pay on behalf of the Supplier, any
amount including without limitation, any expense oradvance payment arising from the recruitment phase and
any other cost or expense, gross wage etc. arising from the Turkish Law and/or the laws of the Country, the
Buyer, the Service Contract Contractor and their any affiliate making such payment may, without prejudice to
other methods of recovery, request from the Supplier to pay such amounts in cash and with single payment within
30 (thirty) days after the submission of the document showing the payment is made and/or may deduct such
amounts from payments to be made within the scope of the Contract and Service Contract and/or may recover

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these by withdrawing from the bonds.

4.2.5. In case the Buyer or the Service Contract Contractor determines that documents submitted to it does not
reflect the reality or in case the Supplier is in breach of any provisions of 4.2 this Contract, upon sole discretion
of the Buyer and/or Service Contract Contractor, payments made and/or to be made to the Supplier may be
suspended and payment can be made to the relevant personnel and/or SSIin the name and on behalf of the
Supplier with all expenses and Losses to be deducted from the Supplier.
The Supplier declares and undertakes that it acknowledges the amounts to be deducted by the Buyer and/or the
Service Contract Contractor within the scope of this Article and irrevocably waives all its rights regarding such
deductions.
4.2.6. Parties irrevocably declare and accept that the Contract terms will be valid in the event of any conflict,
unenforceability and/or invalidity between the Contract and the Service Contract and the Supplier declares and
accepts that upon termination of the Contract by the Buyer, the Service Contract Contractor will be entitled to
terminate the Service Contract and such termination of the Service Contract by Service Contract Contractor shall
not be considered as an unjust termination.
4.3. Without prejudice to 4.2 of this Contract, the Supplier accepts to keep personal files of each Personnel and
submit these to the Buyer until latest 30 (thirty) days before recruitment of the Personnel. The personal files shall
include: (i) the credentials and the criminal records, orientation and labor safety training forms of the newly
employed Personnel, and (ii) report issued by a fully equipped state hospital, which shows that the person is able
to work; and report evidencing that the person could work in heavy and hazardous works in accordance with the
document specified by Occupational Health and Safety Law No. 6331 and (iii) a medical report confirming that
the employee has undergone the necessary vaccination prior to his arrival to the Workplace (diphtheria, tetanus
and hepatitis), and (iv) if the Personnel is to operate a special equipment at the Workplace (crane, lorry etc.), a
driving license or a permit confirming his right to operate such equipment, and (v) a job description bearing the
signature of the hired Personnel, and (vi) statement of employment as per the legislation of the country that it is a
citizen of and (vii) the Personnel’s Labor Contract and other information and documents as may be required by
the Buyer later on.
4.4. Without prejudice to 4.2 of this Contract, the Supplier shall be solely responsible for the expenses related to
the payment of all wages to all the Personnel provided by the Supplier for the performance of the Works, as well
as of all taxes, insurances, premiums, leave allowances, compensations (severance pay, notice pay, workmen's
compensation etc.), overtime, annual paid leave, holiday and official holiday pay etc. (all payments and obligations
including, without limitation, social security or collective insurance payments, income tax, work and
unemployment pay) in compliance with the requirements of the legislation of the country that the Personnel is a
citizen of and/or of the Country.. However, the local personnel to be hired from Turkmenistan will be placed on
the Çalık Enerji San. ve Tic. A.Ş. Turkmenistan Branch payroll and their salaries will be paid by Çalık Enerji San.
ve Tic. A.Ş. Turkmenistan Branch. Such paid amounts shall be deducted from the progress payments to be made
within the scope of the Contract at the sole discretion of the Buyer and/or shall be paid in cash to the Buyer within
15 (fifteen) days upon notification to the Supplier.
4.5. The Supplier shall bear sole responsibility for any work accidents and occupational illnesses that may result
from the performance of the Works. Occurrence of the occupational illness at a later stage shall not relieve the
Supplier of its responsibility. Supplier shall be responsible for all accidents and occupational illnesses resulting
from either negligence or carelessness and imprudence or from the employment of unqualified workers, as well as
from the non-compliance with the relevant requirements of SSI and the Applicable Laws.
4.6. The Supplier shall be solely liable to the Buyer for any damages caused to the Buyer by the partial or complete
delay of the Works as the result of any disputes with its own workers or with the workers of any of its suppliers
(if any), strikes, slowdown, involvement in political events and other such events that may occur through the error,
fault or negligence on the part of the Supplier or its suppliers (if any), and shall be obliged to immediately
indemnify the Buyer's relevant Losses fully and in cash.
4.7. The Supplier hereby accepts and guarantees that should the possibility of the occurrence of any of the events
described above become evident, the Supplier shall immediately inform the Buyer of the matter in writing and
take all the necessary precautions to prevent the delay of the Works by taking into consideration the

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recommendations of the Buyer.

4.8. The Supplier shall be solely responsible of all the expenses related to any and all communications (telephone,
fax etc.) by the Supplier and/or its Personnel under the Contract, stationary, Internet, printer, copier, office
equipment, office cleaning, translation works and expenses and all of the Supplier's expenses related to
administrative Personnel management. Notwithstanding this, printer and copier may be provided by the Buyer
with all relevant expenses to be covered by the Supplier.
4.9. The Supplier shall be obliged to deliver all required documents to the Buyer within the period determined by
the Buyer or in any case within 15 (fifteen) days at the latest from the Effective Date or in order to benefit from
Construction All Risk Insurance (if any) made by the Buyer within the scope of the Project, and if the documents
are delivered by the Supplier in a timely manner, it shall benefit from the Construction All Risk Insurance provided
by the Buyer. Any risk and responsibility arising from failure to deliver the documents in a timely manner shall
be borne by the Supplier.
4.10. Bank payment receipts and accrual and service list vouchers which demonstrate that the income tax accrued
in the name of the Personnel is paid as well as the Personnel fee payments, shall be delivered by the Supplier to
the Buyer on latest the 15th (fifteenth) day of each month following the month of accrual. Unless the documents
in question are presented to the Buyer, the Buyer shall not be obliged to make any payment to the Supplier. Along
with this, in case that the payments in question are not made by the Supplier in a timely manner, the Buyer, upon
its sole discretion, may deposit in the name of the Supplier, the payments it is aware of as well as all pertinent
penalties and costs thereto, by deducting such from the payments to be made to the Supplier without prejudice to
other methods of recovery.
4.11. The Supplier accepts to deliver the temporary recruitment document to the Buyer, which states appointment
of relevant Personnel for the Project, at least 15 (fifteen) days in advance of traveling to the Country, and
documents required for obtaining visa for the Worker at least 30 (thirty) days in advance, and the SSI Premium
Service List, which shows that the last month premium payment of the related Personnel has been duly paid up to
the date such Personnel travels to the Workplace and to regularly submit to the Buyer the SSI Premium Service
List which demonstrates that SSI Premium payment in relation to the workers is made latest by the 15th (fifteen)
day of each month during the period when the Workers are in the Country.
4.12. Except the Personnel specified under Article 4.2, the Supplier accepts, declares and undertakes that under no
circumstances, no Worker traveling to Country under the scope of the Contract shall stay in the Country for more
than 183 (one hundred and eighty-three) days within 1 (one) year from the date of their entry into Turkmenistan
and if it is necessary for the Personnel to stay for more than 183 (one hundred and eighty-three) days within a
calendar year, the Worker shall be replaced with a Worker having same qualifications provided that the Supplier
informs the Buyer at least 1 (one) month in advance of the completion of such particular period. Any risk,
responsibility, penalties and taxes, which could arise when any Worker of the Supplier, not included within the
scope of Article 4.2, stays in Country for more than 183(one hundred and eighty three) days within 1(one year
from the date of their entry into Turkmenistan, shall be exclusively borne by the Supplier.
4.13. If for any reason, the payments that the Supplier is required to make within the scope of this Article, are made
by the Buyer or the Service Contract Contractor, the Supplier shall be responsible for indemnifying such amounts
and all direct Losses by the Buyer as a consequence of this.
ARTICLE 5 PERMITS, LICENSES, CERTIFICATES
5.1. The Buyer shall obtain all licenses, permits, certificates and approvals, which are required to be obtained by
the Buyer from the official authorities of the country where the Work will be performed and from the official
authorities of Turkmenistan (if applicable), for carrying out the Project in its entirety. The Supplier shall deliver
the relevant documents required by the Buyer within the period indicated by the Buyer within demanded period.
5.2. The Supplier hereby irrevocably declares and undertakes that all types of licenses, permits, certificates which
are required to be obtained by the Supplier from official authorities for the performance of the Work under the
scope of the Contract as well as all qualifications required for the performance of the Work are available with the
Supplier, and that it will promptly provide the Buyer with any such documents upon demand and keep such
documents up to date.

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ARTICLE 6 TESTS
6.1. All the Site and factory Tests and inspections required for the acceptance of the Work shall be performed by
the Supplier in a timely manner and in the name of the Buyer by the Supplier according to Exhibit-C Scope of
Work and Technical Specifications and Exhibit-H Quality Specifications with all costs to be borne by the
Supplier and be approved by official authorities when required, and all Tests results and certificates shall be
presented to the Buyer. Tests to be carried out at Site as specified in Exhibit-C Scope of Work and Technical
Specifications shall be carried out by Buyer under the supervision of Supplier.
6.2. Supplier shall be responsible for submitting the Test and Inspection Plan ("ITP") to the approval of the Buyer
within 1 (one) month after the Effective Date and this Test and Inspection Plan shall be considered as part of the
Exhibit-C Scope of Work and Technical Specifications upon approval by the Buyer. “Test” means the tests and
inspections which are within the scope of this Contract.
6.3. The Supplier shall send a notice in advance to the Buyer regarding time and location of the Tests to be
performed in the factory 30 (thirty) days before the date of performance of such Tests. Supplier shall be responsible
for getting required approvals from the producer and/or other relevant third parties in order for the Buyer,
Employer and/or their inspectors to attend to the Tests.
6.4. The Buyer and Employer are entitled to attend the Test stages together with inspectors to be appointed by the
Buyer and the Employer. Expenses of the Buyer, Employer and/or their inspectors (travel, accommodation etc.
expenses) shall be borne by the Buyer.
6.5. The Supplier agrees that attendance of Buyer, Employer and/or their inspectors to Tests and/or signing the
Test certificates shall in no way diminish and/or relieve the Supplier of its obligations under this Contract.
6.6. All Tests results shall be presented to the Buyer in requested languages and unless otherwise stated in this
Contract, they shall be submitted to the Buyer in 5 (five) printed copies and 3 (three) digital copies. Each Test
result or Test stage which is found to be erroneous by relevant public authorities, and/or the Employer shall be
repeated by the Supplier at its own cost.
6.7. Any type of machinery, Equipment, Materials, consumables, and workmanship costs to be required for
carrying out the Tests and inspections and/or their repetition thereof in accordance with the foregoing Article, shall
be provided by the Supplier at its own cost.
6.8. In case any dispute arises between Parties regarding any Test and/or Test result and/or Work, Buyer shall
make a determination regarding settlement of dispute and such determination shall be binding until otherwise is
determined by the competent dispute resolution authority under the Contract.
6.9. The Supplier shall provide access for the Buyer, Employer, or their representatives at any time during
working hours in order to allow them to inspect the progress at the Supplier’s or manufacturer’s factory where the
Equipment is being manufactured or the Works are being executed.
6.10. The Supplier is required, at the discretion of the Buyer, to repair, renew or modify any part of the Work which
is not found to comply with this Contract, its exhibits or instructions of the Buyer according to the results of the
Tests and inspection.
6.11. In case any Equipment fails to pass any Tests in accordance with the Contract, the Supplier is obliged to
make required repair, renewal, or modification within the time to be determined by the Buyer and to repeat the
Tests on a date to be agreed by Parties at its own cost. In case these processes within the scope of this Article are
repeated 2 (two) times for any reason and Equipment still cannot pass the Tests in accordance with the Contract,
the Buyer may exercise its rights within the scope of this Contract under Article 22.1 and/or terminate the Contract
pursuant to Article 28.1.
ARTICLE 7 ORDER, CLEANING AND SAFETY OF THE WORKPLACE
7.1. The Supplier and its Personnel, during their presence at Site for the Supervision Services, shall be responsible
for the maintenance and cleaning of the places allocated to it on the Site, and for working in an orderly and tidy
manner. It shall not use the allocated Workplace for any other purpose than performing the Work and may not go
beyond the areas allocated to it. The Supplier and its Personnel is required to work in compliance with other
suppliers of the Buyer and comply with the instruction of the Buyer about the order and safety of the Site as well

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as Work Schedule and working hours.

7.2. During the presence of Supplier and its Personnel at Site, the use of alcohol, drugs and similar substances at
the Workplace or the presence of persons who have used such substances, as well as keeping of firearms, even if
licensed, is prohibited. If deemed necessary by the Buyer, it may require from the Supplier to conduct the
inspection of the Personnel for alcohol and other addictive substances, firearms and sharp objects, and the general
body search of the Workers prior to the commencement of Works.
7.3. The Supplier shall be obliged to immediately remove the Personnel behaving improperly from the
Construction Site according to Article 7.1 and 7.2.
7.4. The Supplier shall make maximum effort to protect the Site and its vicinity during the performance of the
Supervision Services and, upon the completion of the Work, shall completely evacuate the area of the Construction
Site used by the Supplier and clean all the Work areas, collect all the tools, instruments, and the remaining
materials. All the waste shall be removed and disposed by the Supplier to a location beyond the limits of the Site
indicated by the Buyer.
ARTICLE 8 HEALTH, SAFETY AND ENVIRONMENTAL REQUIREMENTS (HSE)
8.1. The Supplier shall be responsible for the taking of all measures that may be required to ensure safe and secure
working conditions for all of the Personnel provided by the Supplier for the performance of the Work, in full and
in compliance with the legislation of the Country, as well as for the keeping of all kinds of records, giving trainings,
preparation of the Personnel for competencies and machinery certificates/licenses and submitting these to the
Buyer, as well as selection of Personnel in line with the requirements of the Contract. The Supplier shall comply
with all provisions under Exhibit–I Health Safety and Environmental (HSE) Requirements. In addition to the
above, the Supplier shall follow all the instructions given in the course of the performance of the Work by the
Buyer pursuant to Exhibit-I Health Safety and Environmental (HSE) Requirements. However, labor safety in
respect of the performance of the Work hereunder being exclusively within the scope and responsibility of the
Supplier, any shortcoming in the Buyer's instructions and/or in the Exhibit-I Health Safety and Environment
(HSE) Requirements hereof shall not limit and/or relieve the Supplier of any of its obligations with respect
thereto.
ARTICLE 9 SUPERVISION AND TRAINING SERVICES
9.1. Unless otherwise is stated explicitly under the Contract and specifically in Exhibit-C Scope of Work and
Technical Specifications and Exhibit-E Bill of Quantities and Payment Schedule, the Supplier is obliged to
perform the Supervision Services specified under this Article within the scope of Contract Price.
9.2. The Buyer shall be obliged to obtain work and residence permits and visa and invitations for the Supervisor
and also for Workers if any, that the Supplier shall provide to perform the Work within the scope of the Contract,
with all costs to be borne by the Supplier. The Buyer shall be responsible for obtaining visa invitations provided
that the Supplier timely delivers documents required for invitations. Supplier shall have all the responsibility in
respect of obtaining visas and fulfilling this in a timely manner, at its own cost.
9.3. Supplier is obliged to send to the Site sufficient number of Supervisors for adequate days for the performance
of Installation and Commissioning Supervision Services. Travelling time and time on road shall not be considered
within the chargeable scope of supervision period and respective unit prices shall not be applied to the travelling
time that is passed on the road.
9.4. Supplier shall be responsible for giving the required factory and Site trainings to each Personnel of the
Employer and the Buyer in respect to the operation, service and maintenance of the Equipment.
9.5. All food, travelling and accommodation costs of the Personnel of the Employer and the Buyer shall be borne
exclusively by the Buyer.
9.6. Travelling, food and accommodation expenses of the Personnel of the Supplier, shall be borne exclusively
by the Supplier unless otherwise is stipulated.
9.7. Supervisor shall have good command of English and shall be entitled to take required decisions in order to
effectively and rapidly perform the Service according to instructions of the Buyer in the event that the Work is
performed in abroad.

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9.8. Supplier shall be obliged to assign experienced, qualified, and competent Personnel and shall be responsible
of the quality of work performed by the Personnel during performance of the Work. The Buyer may request from
the Supplier in writing to remove any Personnel from the Site. Supplier shall be responsible for fulfilling this
request of the Buyer and immediately removing the Personnel from the Site.
9.9. The Buyer shall send a written notice to the Supplier 15 (fifteen) days prior to the Work Commencement of
the Services for Supervision and/or trainings. The Work Commencement Date shall be determined exclusively by
the Buyer. It is possible to perform the Services on different days and Supplier must comply with the dates notified
by the Buyer.
9.10. All tools required for performance of Services shall be provided on Site and removed from Site by the
Supplier at its own cost.
9.11. All materials and training manuals required for the training shall be provided by the Supplier at its own
cost.
9.12. Including but not limited to all salaries, fees, insurance, telephone, fax, printer, communication expenses
and taxes imposed by the countries that the Personnel is the citizen of and legally works shall be solely borne by
the Suppier.
9.13. Supplier shall be responsible for ensuring that Personnel evacuates the Site upon completion of Works
within the scope of the Contract. In case of death or injury of the Personnel, Supplier shall carry out required
processes to take the Personnel back to his/her country.
9.14. Construction Site doctor and infirmary services, drugs, referring the Personnel to the hospital and hospital
services shall be provided by the Buyer at the expense of Supplier.
9.15. Supplier shall continue to perform the Work on official holidays, weeks, and months in the Country where
Works are performed, country that the Personnel is citizen of and the country that the Buyer and Supplier resides
in.
ARTICLE 10 DELIVERY DOCUMENTS
10.1. For the delivery process of the Equipment which is determined under the scope of Buyer in the Contract, the
Supplier shall be responsible for sending a written notice to the Buyer stating the date the Equipment shall be ready
for delivery and submitting the preliminary packaging list to the Buyer at least 30 (thirty) days prior to the date of
delivery. The Supplier shall submit the approval of the Buyer, the detailed packing list and the proforma invoice
15 (fifteen) days before the delivery date, 1 original and 1 copy of Certificate of Quality, 2 original and 2 copies
of Commercial Invoice, and 1 original and 1 copy of the Certificate of Origin and loading/unloading instruction
for the Equipment in accordance with Buyer’s request 10 (ten) days after delivery date at the latest. The Buyer
may have a third-party inspection at any time including the duration of manufacturing, packaging, loading-
unloading etc. and/or the Buyer may inspect the manufacturing by a factory visit.
10.2. The Supplier shall be liable to the Buyer for complying with Contract terms and INCOTERMS 2020 delivery
methods in respect to the delivery of the Equipment and in addition to the rules and conditions indicated by such
delivery method, the Supplier shall be obliged to provide to the Buyer 5 (five) sets of electronic and printed copies
of information and instructions prepared in English and Russian that are required for the proper transportation,
storage, assembly, commissioning, operation and maintenance of the Equipment. If required, the nameplates on
the Equipment shall be provided by the Subcontractor in English, Russian and Turkmen languages. . Supplier
agrees to indemnify the Buyer against the Losses that may arise from incomplete and/or wrong information and/or
instructions.
10.3. In case any Hazardous Material is to be transported, the Supplier shall be responsible for preparing the
relevant MSDS (Material Safety Data Sheet) document and submitting it to the approval of the Buyer
ARTICLE 11 PACKAGING, MARKINGS AND PREPARATION FOR TRANSPORTATION
11.1. Equipment and/or Materials shall be packed in prime quality packages suitable for road, sea or railway
transportation and no secondhand packages and materials shall be used. The Supplier shall be responsible for
providing heating bands to prevent condensation and eventually corrosion during maritime transport.

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11.2. The Supplier will pack the Equipment in the most convenient manner and resistant to land / sea / air / rail
transportation in accordance with INCOTERMS 2020 and FIATA member carrier rules in order to prevent any
damage during transportation, landing, loading, unloading and transit. In the event of partial delivery by the
Supplier, provided that the Buyer's written consent is obtained, the Supplier is obliged to fill at least 20 (twenty)
tons of truck / 25 (twenty five) tons of container at the highest possible level by volume and / or weight.
11.3. On the labels of the packages, the name of the Project, the package number also showing the total number
of packages, (for example, Package No: ___ / ___), package dimensions, package weight, necessary warnings
regarding the Equipment, the name of the Employer as the Package Buyer and the Contract number will be
included in the languages that the Buyer will request.
11.4. All packages must be appropriate for rough handling, transportation and loading conditions for road/sea/air
transportation from the factory of the Supplier or producer to the unloading station and for unloading of the train
and for transportation to the Site. Packaging conditions should protect the products as required during
transportation, handling, delivery and storage. All packages shall be the property of the Buyer. Unless otherwise
is stated in the Contract, the Supplier shall provide the required packaging for protection of the Equipment in the
warehouse up to 6 (six) months.
11.5. Together with all Equipment and Material manufactured and supplied, applicable instruction book, packing
lists and special site storage instructions shall be carefully placed inside the package. The Supplier shall take
necessary precautions required to prevent damages due to rain, humidity, dampness, condensation, mold,
corrosion, shock and vibration. The Supplier shall provide vacuum packages, vapor proof barrier and drier in case
it is possible that electrical and fragile Materials shall be exposed to rain, dampness, high humidity and similar
conditions. Shiny or polished surfaces required for precise installation shall be coated with an anticorrosive
element.
11.6. Before transportation, flanges, nuts and machine polished exposed surfaces shall be protected as required.
All kinds of Equipment that may be damaged due to water or high humidity conditions shall be placed inside the
watertight and/or hermetic containers and each hermetic container shall be placed inside proper driers to create an
atmosphere with low levels of humidity.
11.7. During transportation and storage on Site, ends of injection nozzle outlets, pipes, tubes, conduits etc. shall
be covered with a cap to prevent admission of humidity, dust, dirt and other foreign substances. Additionally, caps
shall be designed to prevent from being integrated to any other system or Equipment. Outer surface of such items
shall be protected by proper paint or coating Material. Protective coating shall not cause erasure of markings etc.
Pipes, tubes and conduits shall be supplied and stored in neat bundles.
11.8. All exposed openings on Equipment shall be capped, plugged, and sealed. Welding end preparations shall
be protected from corrosion and physical damage.
11.9. Health and Safety signs and warnings on the Equipment shall be in English, Russian and the language of the
Country.
11.10. The Supplier shall package Hazardous Materials only in certified containers or only with certified
Materials in accordance with hazardous material standards.
11.11. The Supplier shall be exclusively responsible for all kinds of Losses that may arise during transportation
and due to improper and/or insufficient packaging.
11.12. Before loading, the Buyer, at its own discretion and cost, may appoint an inspection company to check
the Equipment in regard to their quantity and visual quality.
ARTICLE 12 DOCUMENT REVIEW AND APPROVAL
12.1. The Buyer shall deliver the documents and construction projects within the scope of the Buyer as specified
under Exhibit-C Scope of Work and Technical Specification to the Supplier in accordance with Exhibit-C
Scope of Work and Technical Specification. Within 5 (five) Days following the date of delivery, the Supplier
shall examine the construction projects and the documents delivered to it and shall notify the Buyer of any errors
or any suggestions for revisions. The Supplier shall perform the Work according to final version of projects and
documents without any extra compensation.

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12.2. The Supplier shall submit to the approval of the Buyer the documents within the scope of the Supplier as
specified under Exhibit-C Scope of Work and Technical Specification within the period specified in Exhibit-
C and the Supplier will perform the Work pursuant to the documents approved within the scope of Exhibit-C. The
Buyer, within 21 (twenty-one) days after delivery, may either approve the submitted documents or may reject the
documents by stating the reasons thereof. The Supplier shall make all required revisions within the period notified
by the Buyer and this procedure shall continue until the Buyer approves the documents. The Supplier cannot
continue to perform the Work before getting the approvals under this Article and is not entitled to request additional
time or compensation due to the approval process.
12.3. The Supplier shall prepare all documents and projects specified in Exhibit-C Scope of the Work and
Technical Specifications and submit to Buyer’s approval within the time period specified in Exhibit-C and
comply with Exhibit-J Documentation Coding and Numbering Procedure.
12.4. If requested by the Buyer, the Supplier is obliged to provide all Test and inspection documents that are
prepared in accordance with the standards specified in the Contract in relation to all Materials to be provided and
used for the performance of the Work, and to submit the documents related therewith to the Buyer.
12.5. If requested by the Buyer, copies of all documents required to be delivered by the Supplier to the Buyer under
this Contract shall be prepared by the Supplier and delivered to the Buyer in English, provided that Articles 10.2
and 11.9 are considered separately at the Supplier’s own expense.
12.6. The Supplier is obliged to completely follow and fulfill any type of procedure in relation to the performance
of the Work as well as document and progress requirements of the organizations and institutions of the Country.
12.7. Buyer’s approval or review of, either with or without modification(s), any document furnished by the
Supplier, shall not relieve Supplier of any responsibility or liability.
ARTICLE 13 PROGRESS PAYMENT CERTIFICATES AND PAYMENTS
13.1. Payments under this Contract shall be made in accordance with Exhibit-E Bill of Quantities and Payment
Schedule and payments shall be deposited to the Supplier’s bank account in the currency specified in the Contract
Price in exchange of the invoices to be issued by the Supplier. Potential bank charges that may arise during the
bank transfer shall be covered equally between the Parties (Field “71A Details of Charge-SHA”).
13.2. From each payment which to be made to the Supplier, Advance Payment deduction (if any) shall be made in
the rate of Advance Payment made and/or guarantee deduction (if any) specified under Article 15.2.1 hereof and
all expenditures and payments (if any) made in accordance with the Contract on behalf of the Supplier.
13.3. Payments made to the Supplier shall not be considered as acceptance or approval of the Work nor shall it
diminish or relieve the Supplier of any of its obligations under the Contract.
ARTICLE 14 LIQUIDATED DAMAGES
14.1. In case the Supplier fails to fulfill any part of the Work in accordance with the Contract, the Supplier shall
pay an amount equal to 2% (two percent) of the Contract Price for each week of delay, as Delay Liquidated
Damage. The limit of Delay Liquidated Damages to be applied as per Articles 14.1 and 14.2 shall not exceed 15%
(fifteen percent) of the Contract Price. The amount of Delay Liquidated Damages calculated shall be paid by the
Supplier promptly and in one single sum upon the first written demand of the Buyer; otherwise, such amount shall
be recovered from the Supplier and/or the Articles regarding the default of the Supplier shall be applied.
14.2. The Supplier shall submit for approval and/or information of the Buyer all documents specified to be
presented to the approval and/or information of the Buyer in the Contract within the periods indicated in the
relevant articles and exhibits, otherwise, it shall pay an amount equal to 0,001 (one in one thousand) of the Contract
Price per day for each document which is not submitted within the indicated period. The Supplier shall make the
amendments required by the Buyer to be made on the documents submitted within the period to be specified by
the Buyer; otherwise, it shall be obliged to pay the Delay Liquidated Damages specified in this Article.
14.3. In case the Equipment fails to provide the Performance Guarantee stated under Exhibit-C Scope of Work
and Technical Specification, the Supplier shall pay the amounts indicated (if any) in the Exhibit-C Scope of
Work and Technical Specification calculated for the performance shortfall indicated therein. The Liquidated
Damages to be applied for the Performance Guarantee shall not exceed 15% (fifteen percent) of the Contract Price.

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14.4. Payment of Liquidated Damages under Article 14.1, 14.2 and 14.3 of the Contract shall in no way diminish
and/or relieve the Supplier of its responsibilities and liabilities under this Contract.
14.5. The Buyer and the Supplier approve and accept that amounts specified under this Article 14 for the Liquidated
Damages are a reasonable estimation of the damages and losses that may be incurred by the Buyer in case the
Supplier cannot perform the Works according to the Time Schedule. Application of the Liquidated Damages shall
be without prejudice to Buyer’s other rights in relation to the default of the Supplier.
ARTICLE 15 BONDS
Unless Bond(s) (Advance Payment Bond and Performance Bond) specified under the Contract are submitted by
the Supplier as required, the Buyer shall be under no obligation to make payment to the Supplier. In case any
indemnity obligation of the Supplier arises, the Buyer, without prejudice to other methods of recovery, shall be
entitled to withdraw the related amount from the Bonds, and Supplier irrevocably accepts and undertakes that the
Buyer is entitled to withdraw the Bonds in such a case.
15.1. Advance Payment Bond
15.1.1. The Advance Payment Bond amount equals to the advance payment amount specified under Exhibit-E
Bill of Quantities and Payment Schedule (if any), which will be paid to Supplier. The Advance Payment Bond
shall be submitted within latest 7 (seven) days following the Effective Date, and shall be irrevocable,
unconditional, and effective until 30 (thirty) working days following the last partial delivery date.
15.1.2. The Supplier shall obtain an Advance Payment Bond (“APB”) from a reputable bank pre- approved by
the Buyer which must be advised in SWIFT form thru a correspondent bank that the Buyer will notify, in the
form and content shown under Exhibit-K Form of Bonds, text of which must be pre-approved by the Buyer and
with all costs and expenses to be borne by the Supplier. APB shall be final, irrevocable, and payable upon
demand. If the Buyer requests the validity term of the APB to be extended due to delays in performance of the
Work, the Supplier shall be obliged to extend the validity term of the APB at its own cost and in accordance with
the request of the Buyer. If the validity term of APB is not extended according to this Article until latest one
week of the expiration date of the APB or if the amount under such bond is not increased, without the need to
send a further notice, the Buyer may, upon its sole discretion and without prejudice to other methods of recovery;
(i) draw the amount under the APB and retain the drawn amount until the date it is fully repaid to the Buyer by
deducting it from progress payment certificates to be issued to the Buyer or (ii) deduct an amount equal to the
APB from payments to be made to the Supplier and retain it until the amount of advance payment is fully repaid
to the Buyer by deducting it from the invoices issued. The Supplier irrevocably agrees and accepts that it shall
not claim any interest regarding the amount to be so retained by the Buyer.
15.1.3. Correspondingly, following the amortization of advance payment amounts to the Buyer by deducting
from invoice amounts, the Buyer may reduce the amount of the Advance Payment Bond equal to the amortized
amount if requested by the Supplier in writing and at times deemed suitable by the Buyer. Advance Payment
Bond shall be fully returned to the Supplier unless it is drawn under the provisions of this Contract, or within 15
(fifteen) days after the amount retained under Article 15.1.2 against the Advance Payment Bond is fully repaid
to the Buyer by setting off the Advance Payment amount paid by the Buyer from the amount under the invoices.

15.2. Performance Bond

15.2.1. Performance Bond shall be equal to 10% (ten percent) of the Contract Price. The Performance Bond shall
be submitted within latest 7 (seven) days after the Effective Date, and shall be unconditional, irrevocable, and
effective until 15 (fifteen) working days after the end of the Warranty Period. If the Contract Price increases, the
PB will be increased at the same rate.
15.2.2. The Supplier shall obtain a Performance Bond (“PB”) from a reputable bank pre- approved by the Buyer
which must be advised in SWIFT form thru a correspondent bank that the Buyer will notify, in the form and
content shown under Exhibit-K Form of Bonds, text of which must be pre-approved by the Buyer and with all
costs and expenses to be borne by the Supplier. The PB shall guarantee the performance of the Work by the
Supplier under the Contract. The PB shall be payable upon initial demand, unconditional, and irrevocable.

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15.2.3. If the Supplier is not able to provide a PB for the whole required duration specified under this Contract,
then at the sole discretion of the Buyer, the Supplier shall provide to the Buyer a PB having the same conditions
but with a validity term of 1 (one) year and the validity term of the PB shall be extended every year by the
Supplier at its own expense not later than 30 (thirty) Days before the expiry date of the previous PB provided.
This procedure will be repeated to keep the PB given by the Supplier in effect without interruption until the
above-mentioned period. In the event that the validity term of the PB is not extended in accordance with this
Article not later than 30 (thirty) days before the expiry of its validity term or the amount of PB is not increased
in accordance with the increase (if any) in the Contract Price, then the Buyer may without giving any notice and
at its sole discretion (i) withdraw the PB and retain the amount so collected until the end of the Warranty Period
or (ii) deduct the amount equal to the amount of the PB from due payments and retain it until the end of the
Warranty Period. The PB amount shall be returned within 15 (fifteen) days following the expiry of the Warranty
Period unless it becomes necessary to use and draw it as required by the provisions of the Contract and on
condition that the Supplier has performed its obligations under the Contract in full and free of Defects and in
accordance with the Contract. The Supplier irrevocably agrees and accepts that he shall not claim interest
regarding the amount to be so retained by the Buyer.
ARTICLE 16 FIXED PRICE
16.1. Unless otherwise stipulated herein, the Supplier hereby accepts and undertakes that when entering into the
present Contract, it has familiarized itself with the scope and duration of the Work, has determined the Contract
Price and formed the Unit Price List in compliance with the cost calculations made on the basis thereof, and shall
perform the Work within the Contract Price and at the unit prices indicated in the Unit Price List and shall not
request for any increase of the unit prices within the term of the present Contract for any reason whatsoever. After
the signing hereof, the Supplier, both within the actual validity period of the Contract and within any extension
periods granted by the provisions hereof, shall not request for any compensation, time extension and adjustment
of unit prices on the grounds of the increase of prices, transportation, Material, and labor costs, any and all Taxes,
duties, fees and premium costs or levy of new ones.
16.2. The Supplier accepts and undertakes that it is fully aware of the geographical conditions at Site, its status and
infrastructure, conditions in the Country and climatic factors, supply of materials and workers, employment and
work opportunities and conditions, construction site work hours, transportation, conditions regarding water,
electricity and fuel and shall not make any claim on such grounds.
ARTICLE 17 CONTROL OF THE WORK
17.1. The Buyer has the right to inspect, observe and intervene in the Materials used for the Work, workmanship,
Tests stage and results at the laboratories where the Tests are done as well as the factory where production is made
and Workplace, at any stage of the Work or at times and periods deemed necessary within the scope of the Contract.
The Supplier is required to provide convenience and help to the technical staff of the Buyer at the factory and/or
at Workplace where the Works are performed and to provide the environment required for performing supervision
and inspection.
ARTICLE 18 ACCEPTANCE OF THE WORK
18.1. Upon completion of the Work by the Supplier under the Contract and forwarding of a written notification to
the Buyer by the Supplier, the Buyer's authorized technical personnel and/or the Employer's representatives shall
make necessary measurements and perform necessary controls. Short-comings, mistakes, and Defects, if any, shall
be recorded under a protocol and with a Punch List the Supplier shall be requested to correct such within the period
specified by the Buyer. The Supplier shall bring the discovered short-comings, mistakes, and Defects to
compliance with the dimensions and standards specified herein and to the Buyer's requirements and shall inform
the Buyer of the results and request for Provisional Acceptance.
18.2. When the Work under the present Contract have been completed and free of Defects in compliance with the
provisions hereof and acceptable to the Buyer, the Buyer and the Supplier shall draw up and sign a Provisional
Acceptance Certificate. Provisional Acceptance Certificate may be issued for the entire Work or any portion of
the Work in accordance with the Contract.
18.3. If no Defect, fault, or quality imperfection has been discovered in the completed Works, production and
workmanship by the end of the Warranty Period, or if the discovered fault, Defects and quality imperfections have

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been remedied by the Supplier on time, a Final Acceptance Certificate shall be drawn up and signed.
18.4. The responsibility of eliminating latent Defects that may occur during the legal responsibility period as of
the Final Acceptance of the Work belongs to the Supplier.
18.5. Following the approval of the Final Account by the Buyer, if requested by the Buyer, Exhibit-M (Release,
Discharge and Waiver Form) shall be signed by the Parties.

ARTICLE 19 CHANGES
19.1. At sole discretion of the Buyer, amount of Work in relation to the parts of the Work to be performed may be
increased or decreased upon written instruction of the Buyer. Provided that the increase or decrease in question
has not arisen from the fault, error or negligence of the Supplier, in case of increase/ decrease of work amounts,
the price in relation to the excess or removed part shall be calculated over the fixed unit prices given in Exhibit-
E Bill of Quantities and Payment Schedule and be added to / deducted from the Contract Price accordingly. Any
type of work which arises from the fault, Defect or negligence of the Supplier shall be performed by Supplier
without claiming any amount from the Buyer.

19.2. The Buyer may change the period, order, characteristics, levels, axes, places and dimensions of the Work
during the execution of the Work and any change to be made in relation to the relevant Work shall be notified to
the Supplier. Provided that the provision of Article 19.1 is reserved, the Supplier is obliged to make any type of
amenSupplier isange pursuant to the provisions of this Contract without claiming any additional cost.

19.3. In case a work outside the scope of the Contract without any defined unit price is requested to be performed
by the Buyer, the Supplier shall present to the Buyer the relevant cost analysis prepared in compliance with the
market rates and such requested work shall be carried out at the unit price to be approved by the Buyer. When
determining the new unit price, prices of similar work items in the Contract and the market prices shall be taken
into the consideration.

19.4. The Supplier shall bear the risks and costs of the any Work, Material, Equipment, etc. which are not in the
scope of this Contract and performed by the Supplier without the written instructions of Buyer.

19.5. If the Contract Price is increased by 1% (one percent) or more in total due to the increase in the quantities of
the Work and each time; the Supplier shall, within 7 (seven) Days from that date, increase the amount of the
Performance Bond in proportion to the rate of the increase in the Contract Price and submit this new Performance
Bond to the Buyer. Upon the receipt of the new Performance Bond, the Buyer shall return the previous one to the
Supplier. If the new Performance Bond is not delivered in accordance with this Article, without prejudice to the
other rights of the Buyer, the Buyer shall have the right to retain the relevant amount as cash collateral by deducting
from the payments to be made to the Supplier.

19.6. In case any dispute arises between the Supplier and the Buyer due to the increase and/or decrease of the
Work, Supplier shall be responsible to perform the Works according to the instructions of the Buyer without any
delay.

ARTICLE 20 EXTENSIONS OF TIME

20.1. In case in the Supplier's opinion, Supplier is entitled to claim for the extension of the time for the performance
of the Work, the Supplier shall submit the relevant notification requesting for time extension, together with the
evidence, to the Buyer within not later than 5 (five) Days from the occurrence of such events. Should the Supplier
fail to forward such notification within the 5 (five) Days following the occurrence of the event in question, it shall
be deemed that no time extension is required. The Supplier shall be entitled to request for time extension only in
the following cases;
Provided that they were not resulted from a fault, Defect or negligence of Supplier,
a) in cases resulting from the legislation of the Country and cause temporary suspension of performance of

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the Work,
b) in case that the Buyer requests for the performance of new Works that are not included into the scope of
the present Contract and are considerable enough in nature to justify an extension of time and/or issues an
instruction that requires temporary suspension of the Work,
c) in case of the Buyer's failure to perform its material obligations under the Time Schedule and the Contract
on time.
20.2. The Supplier's notification of time extension shall be evaluated by the Buyer within not later than 15 (fifteen)
days and, if not accepted, the reasons shall be notified to the Supplier in writing. The Supplier hereby irrevocably
accepts and guarantees that for the cases described in items 20.1.a and 20.1.c above, extension of time shall be its
only remedy and that even should its claim is considered as justified, the Supplier shall not claim any extra
compensation or payments from the Buyer. On the other hand, upon the occurrence of the cases listed under 20.1.b
above and of the approval of the time extension by the Buyer, the financing of the additional expenses by the
Buyer shall be based on the relevant provisions hereof and on the agreement reached by the Parties and in case of
any dispute, the Buyer shall determine the method of settlement upon its sole discretion.
ARTICLE 21 REMEDY OF DEFECTS AND WARRANTY PERIOD
21.1. The Supplier guarantees to the Buyer that the entire Work to be performed shall be free from any defect in
Material and workmanship until 31.05.2029 and acceptance of Work by Employer (hereinafter referred to as
“Warranty Period”) and shall comply with standards specified under this Contract and stated by the Buyer. Upon
receipt of written warning, the Supplier shall be liable for and shall indemnify the Buyer against all kinds of
Defects, faults or defective Work and any Defects, Losses or damages that will arise in other Works as a
consequence of such and shall rectify the same within the period determined by the Buyer, at its own cost, including
transportation costs.
21.2. The Supplier is liable to remedy the Defects of the Work, at its own expense, by rectification, repair,
replacement works or making equipment ready for operation or carrying out re-design works when necessary, in
accordance with the Contract and at the sole discretion of the Buyer, including but not limited to, providing
Materials and parts, workmanship, disassembly, assembly, installation, commission works, performing Tests,
preparing Equipment ready for operation, submitting document/report, tools, laboratory analysis and consumables
and cleaning of the Site, removal of wastes, Site visits, Tests, travelling and accommodation expenses, delivery
and customs Tax and other relevant expenses.
21.3. The sole liability of the Buyer within the scope of Article 21.1 and 21.2 is to notify the current status of the
Equipment on the date of notification and the Supplier shall be solely liable for determining the source of the fault,
Defect or Loss.
21.4. In case the Supplier determines that the failure cannot be rectified due to technical reasons within the period
requested by the Buyer, the Supplier, within latest 1 (one) week after it receives the notice specified under Article
21.1, shall be responsible for notifying the Buyer of the period required to remedy the Defect by sending a written
notice explaining such technical reasons. The Buyer may at its sole discretion accept the reasons for delay
described by the Supplier or grant the Supplier the time to remedy the Defect. In case the Supplier does not comply
with the specified periods, without prejudice the other rights of the Buyer, the Buyer may apply Article 22.1 .
21.5. In case a Defect causes interruption, production and energy loss or reduction, delay of Project Time Schedule
and emergency conditions like delay of other Works of the Buyer like Installation, Commissioning, construction,
the Supplier shall promptly take necessary measures and if it is determined that the failure arises due to exclusive
fault of the Supplier, the Supplier shall be responsible for remedying all provable Losses of the Buyer. In case of
emergency, action and solution plan to remedy the failure shall be promptly prepared by the Supplier and
depending on the nature of the failure, the Supplier shall dispatch the required parts, Equipment and/or Personnel
to the Site within latest 24 (twenty-four) hours, excluding any delays that arise from obtaining visa. If the Personnel
cannot arrive on the Site within the time specified, due to lack of visa, measures that will be taken shall be notified
by the Supplier within the same period. In case the Supplier does not comply with the procedure stated under this
Article, without prejudice to the other rights of Buyer, the Buyer may apply Article 22.1
21.6. If it becomes necessary to replace the parts to remedy any Defect of the Equipment or parts, the Supplier

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shall immediately replace such parts free of charge.

21.7. The Supplier shall be responsible for carrying out Tests of the part or parts that is repaired, replaced and/or
made operable within the time and date specified by the Buyer after the failure, fault or Defect is remedied. Save
as set forth under Article 22.1, if the test results of part or parts repaired, replaced and/or made operable pursuant
to the Contract do not comply with the Contract, the Supplier shall be responsible for carrying out additional repair,
replacement Works and services that are required until the Test results are in accordance with the Contract.
21.8. The Warranty Period of part or parts replaced, repaired, or made operable or re-designed in accordance with
the Contract within the scope of this Article shall start on the date of approval after such part or parts pass the
required Tests or it is approved by the Buyer that no further Tests are needed. In such a case the validity period of
Performance Bond shall be extended equal to the period of extension, all costs of which shall be borne by the
Supplier.
21.9. If ensuring continuity of the Project depends on Defective part or parts, within the period granted, the Supplier
shall replace these part or parts with the new ones, with all transportation costs on its own, until such Defective
part or parts are repaired.
ARTICLE 22 FAILURE IN REMEDY OF DEFECTS
22.1. In the event that the Supplier, within the time specified by the Buyer, cannot remedy the faults, errors, failures
and Losses notified to it pursuant to Article 21, and/or if the Tests carried out within the scope of Article 6.9 fail
more than 2 (two) times, then upon sole discretion of the Buyer and without limiting its other rights arising from
the Contract, the Buyer;
a) May take or assign third parties to take measures required to remedy the Defects and Losses, with all expenses
and risks to be borne by the Supplier. All expenses to be incurred by the Buyer within the scope of this Article
shall wihout prejudice to other methods recovery, be paid by the Supplier to the Buyer in cash and at once and/or
deducted from remaining receivables of the Supplier, if any, and/or the Buyer may draw the full amount under
the Performance Bond to cover these expenses and/or
b) If such Defect, error, failure, or Loss, fully or partially disposes the benefit that the Buyer expects from the
Equipment or any part of it, or the Buyer reasonably determines that the Supplier fails to remedy the same, then
the Buyer, upon its sole discretion may terminate this Contract partially or fully. In such case, the Supplier shall
be responsible for paying to the Buyer, the expenses like dismantling the Equipment, removing it from the Site,
cleaning the area of Work, together with the Contract Price already paid to it for the part that has been terminated
and the Loss incurred.
22.2. The Buyer shall be entitled to an extension of Warranty Period for the parts of the Works rectified as much
as the Warranty Period.

ARTICLE 23 INDEMNIFICATION
23.1. The Supplier shall be liable for all kinds of damages, accidents or work accidents that was caused by
negligence of the Supplier and/or persons employed by the Supplier, their non-compliance with occupational
health, work safety and Workplace safety rules stated under this Contract or Exhibit-I Health, Safety and
Environmental Requirements (HSE), but not being limited with these, or other acts of such persons or caused
by lack and inappropriateness of occupational and safety equipment and/or for all kinds of damaging events that
to any employee of the Employer and/or employee of the Supplier and/or employee of the Buyer and/or other
supplier s of the Buyer or employees of such and/or third parties to the extent of its material, immaterial or criminal
liabilities.
23.2. The Supplier shall be liable for and hold harmless and indemnify the Buyer and the Employer and/or direct
or indirect servants of the Buyer and/or Employer against, all claims in respect of death, illness, injury of any
person and/or in respect of loss of or damage to any movable and/or immovable property of third parties or public,
including attorney and litigation costs, unless such is resulted from any deliberate act of the Buyer, Employer
and/or direct or indirect servants of the Buyer and/or Employer, from breach of the Buyer of its liabilities arising
from the Contract.
23.3. Should the Supplier cause any damage to the Facility, temporary facilities, Workplace areas, roads at the

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Workplace, to the equipment, materials, utilities, systems, or machines at the Workplace or to any
movable/immovable public property or to the roads as the result of an error, fault or negligence of Supplier, the
responsibility for the indemnification of the Losses in question shall lie exclusively with the Supplier. Labor and
time loss that may occur during remedying such damage mentioned above shall in no case constitute the
justification of any interruption in performance of the Supplier's obligations hereunder or entitle him to claim any
additional payments or extension of time.
23.4. In the event that the Supplier does not completely or partially fulfill its liabilities under the Contract then the
Buyer shall be entitled to to perform such liabilities by its own resources and/or assign third parties to fulfill such
liabilities of the Supplier. All the expenditures and payments made by the Buyer as the result of the Supplier's non-
fulfillment of its obligations under the present Contract in whole or in part and/or as the result of the performance
by its own resources and/or the assignment of third parties to fulfill such liabilities and/or as the result of defective,
incomplete and/or faulty performance of the Work by the Supplier, as well as all the damages and Losses borne
by the Buyer by reason of the above, shall, at the Buyer's sole discretion, recovered from the Supplier, either by
immediate payment by the Supplier fully and in cash following the Buyer's first written notice, and/or by deduction
from the payments and/or by draw of the Performance Bond of the Supplier. The Buyer's choice of any of the
methods above for the recovery of the expenditures and payments made, as well as of the damages and Losses
borne by the Buyer, shall in no way affect the Buyer's right to apply for other methods of recovery available under
the Contract or at law or to recover the remaining amount by other means.
ARTICLE 24 PATENTS
24.1. The Supplier shall be responsible for getting all licenses and permits in relation with the Work within the
scope of the Contract. The Supplier shall hold harmless the Buyer and the Employer for all actions, conduct,
administrative act, expense, costs and fees, including but not limited with attorney fee that the Buyer and Employer
may incur, arising out of claims of infringement of any patent rights, utility model, registered design, trademark,
commercial secret (professional secret), copyrights or other intellectual property with respect to the Work within
the scope of the Contract and shall indemnify all Losses that the Buyer and/or Employer shall incur within the
scope of this Article.
ARTICLE 25 LIENS
25.1. The Supplier shall be responsible for handing over the Work to the Buyer free and clear of all liens and the
Supplier shall hold the Buyer harmless against all claims in relation with Material provided and/or Work
performed, without any time restriction, and shall immediately indemnify the Buyer against all kinds of Losses,
damages and expenses, including attorney and litigation expenses of the Buyer and/or Employer.
25.2. In the event that a third party claims any right against the Buyer and/or Employer, the Loss incurred by the
Buyer by reason of such claim may be deducted from payments to be made to the Supplier, without any time
restriction.
ARTICLE 26 LIMITATION OF LIABILITY
26.1. Save as set forth under Article 24 and Article 25; unless otherwise stipulated under the Contract and its
annexes, no Party shall be liable to the other party for any indirect losses like loss of profit, reputation.
26.2. Except for the Losses that arise as the result of gross fault, wrongful intention, negligence, or bad intention
of the Supplier and/or its Personnel and Supplier's supplier s and their personnel, the Parties’ liabilities arising
from the Contract do not exceed the Contract Price.

ARTICLE 27 SUSPENSION OF WORKS

27.1. The Buyer may postpone or suspend the Work partially or in entirety at any time by sending a written notice
to the Supplier. In such case, production and workmanship performed until suspension of the Work, which can be
proven and documented, and additional direct and documented costs that the Supplier shall undertake by written
approval and/or instruction of the Buyer during suspension of the Work, shall be paid to the Supplier, and the
Buyer, upon its sole discretion, may grant extension of time and the Supplier accepts and undertakes not to claim
any other additional amount, payment, compensation etc. by reason of suspension of the Work. Temporary

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suspension of Works does not restrict or relieve the Supplier of its other liabilities under the Contract.
ARTICLE 28 TERMINATION OF THE CONTRACT
28.1. a) In case that the Supplier fails to comply with or violates any of the provisions of the Contract, and/ or
instructions to be given by the Buyer in accordance with the Contract and/or fails to comply with the Applicable
Laws and/or
b) In case that the Supplier does not complete part or all of the Work under the scope of the Contract within the
period specified in the Contract and its exhibits or the extra period which may be granted and/or
c) In case that the Supplier fails to pay its debts, goes bankrupt or attachment is levied, or any legal proceeding is
started against it by public institutions in relation to its bankruptcy or attachment or if any act is done or event
occurs which (under Applicable Law) has a similar effect to any of these acts or events
d) gives or offers to give (directly or indirectly) to any person any bribe, gift, gratuity, commission, or other thing
of value, as an inducement or reward
or if any of the Supplier’s Personnel, agents or gives or offers to give (directly or indirectly) to any person any
such inducement or reward as is described in this sub-paragraph (d). However, lawful inducements and rewards
to Supplier’s Personnel shall not entitle termination.
The Buyer shall have the right to immediately terminate the Contract partially or wholly, with all rights and any
other rights of the Buyer under the Contract or otherwise being reserved. In this case, regardless of the Contract
being terminated or not. Supplier agrees that the Buyer shall also have the right to assign third parties or its own
staff to perform the Work under the Contract, with all risks, costs, and responsibility to be borne by the Supplier.
In such cases, the remaining receivables of the Supplier (if any) shall not be paid until the Work is completed by
the Buyer or third persons. All costs that arise due to termination and/or due to having such Works performed by
third persons or by the Buyer and all Losses incurred as a consequence of such events shall, at Buyer’s sole
discretion and without prejudice to other methods of recovery, be deducted from the remaining receivable of the
Supplier and/or the Buyer shall be entitled to draw the amount of the bond to cover such Losses without prejudice
to other methods of recovery. If the Supplier does not have any remaining receivable and/ or if the remaining
receivable fails to cover the costs and damages in question, the Supplier shall be obliged to immediately pay to
the Buyer, in cash and at once, following the written notification to be served by the Buyer, such costs and damages
or amount remaining after such costs and damages are deducted from remaining receivable. All other rights of the
Buyer arising from the regulation shall be reserved.
28.2. In case that the Contract is terminated pursuant to Article 28.1 thereof, the Supplier hereby accepts and
undertakes that it shall not be entitled to any compensation, interest or similar right due to the termination of the
Contract under any name whatsoever.
28.3. The Buyer may terminate the Contract for convenience at any time without stating any grounds. In this case,
the Buyer shall set off the deductions to be made pursuant to the provisions of the Contract and/ or amounts which
the Supplier is responsible to pay and shall pay to the Supplier, the price of the Work performed by the Supplier
until the moment of termination and at the Buyer’s sole discretion, costs of workmanship and costs of Materials
that are provided for the Work and cannot be used for any other Work (provided that Materials are delivered to
the location stated by the Buyer, in the form requested by the Buyer, without any damage and in conditions ready
for use), on condition that such costs can be proved and documented, and the Supplier hereby accepts and
undertakes it shall not claim any indemnification or payment under any title whatsoever.
28.4. Parties are entitled to terminate this Contract with agreed terms, by reaching a mutual agreement and signing
a termination protocol.
ARTICLE 29 TRANSFER AND ASSIGNMENT OF CONTRACT
29.1. The Supplier shall not transfer and/or assign the present Contract and all or part of the Work to be performed
hereunder, as well as any profit and interest to be gained through this Contract or any debts and liabilities related
thereto, to any other party without the prior express written permission of the Buyer. The Supplier is exclusively
responsible for the performance of the Work and shall not engage any third parties for the partial or full
performance of the Work without a prior express written permission of the Buyer. The Supplier hereby irrevocably

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agrees and declares that should it transfer, or appoint third parties to perform the Work or any portion of it with
the written permission of the Buyer, all obligations and liabilities arising from the present Contract shall be binding
upon the Supplier, and that it shall bear all the responsibility with respect to the transferred part of the Work, in
accordance with the provisions of this Contract, as if the Work is not transferred.
29.2. In case of the violation of the terms stated under Article 29.1 by the Supplier, the Buyer shall be entitled to
terminate the present Contract on a unilateral basis, without any prejudice to its rights of compensation, and the
Supplier shall be obliged to indemnify all direct or indirect Losses caused to the Buyer due to full or partial
assignment of the Work to third parties by the Supplier or due to appointment of third parties by the Supplier for
performance of the Work.
29.3. The Buyer hereby reserves its right to partially or completely assign this Contract and/or its rights and
obligations as well as receivables and debts arising from this Contract to the Employer, the Buyer’s subsidiaries
or the finance institutions or banks without the Supplier's approval. The Supplier agrees that it shall sign any
agreements required as a consequence of such assignment.
ARTICLE 30 TAXES
30.1. Unless explicitly specified otherwise in this Contract, the Supplier shall be solely responsible for the timely
and full payment of and shall pay to the relevant governmental authorities, all taxes, withholding taxes, duties,
charges, fees, social insurance premiums etc. that may arise from the laws of the Country and/or relevant countries
and within the Country and/or any other country in connection with the performance of the Work. In case the
payments specified in this Article must be paid by the Buyer to the authorities mandatorily or by virtue of laws,
the payments shall be made by the Buyer and deducted from the due amounts to be paid to Supplier; and such
payments shall be recovered by the Buyer from the Supplier.
30.2. Stamp taxes that could arise from the signing, extension, execution and/ or transfer of the Contract shall be
exclusively borne and paid by the Supplier.
30.3. The Buyer, when it deemes necessary and upon its sole discretion, may pay the stamp tax on behalf of the
Supplier and recover such amount from the Supplier.
30.4. In case there is a convention on avoiding double taxation (hereinafter, “CADT”) between the Supplier’s own
country of residence and the Country, Supplier has the sole authority and responsibility to benefit from the terms
of this convention, and to follow up and finalize processes and to execute this convention. In case the Supplier
wishes to benefit from the scope of the CADT, the form/ document that will be issued by the Country’s authorities
must be submitted to the Buyer by the Supplier. Otherwise, it shall be assumed that the form/document is not
received and the Buyer shall not be held responsible in case the Supplier cannot benefit from the scope of CADT.
In cases where Buyer is or will be required by any legislation or governmental authority/ to make deduction over
the payments to be made to Supplier, the Buyer shall deduct the necessary deductions and pay the net amount after
the deductions to the Supplier.
30.5. In case there is any Tax not paid yet within the scope of this Contract, regardless of whether it is due or not,
such Tax amount may be deducted from the payments to be made to the Supplier and retained by the Buyer until
the Supplier submits the proof of payment in relation with such Tax. The Supplier agrees that it has no right to
interest for amounts retained in this manner. If the amount retained is insufficient and/or if the payments under
this Article are deposited by the Buyer to relevant institutions for any other reason, shortfall amount and/or
payments made shall be paid by the Supplier together with delay penalty, within 10 (ten) days after the relevant
notice of the Buyer is received or shall be recovered from the Supplier upon discretion of the Buyer.
30.6. Unless otherwise stipulated by the Buyer, the Supplier will issue all invoices with VAT. In cases where the
Work/the Project is carried out outside of Turkey; if the Work is performed in abroad, the Supplier will issue its
invoices without VAT and VAT will not be paid to the Supplier.
ARTICLE 31 FORCE MAJEURE
Force Majeure Events
31.1. As used in this Contract, a “Force Majeure Event” or “Force Majeure” shall mean any act, event or
circumstance which:

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(a) is beyond the reasonable control of the Affected Party (as defined below) (for the purposes of this Article
31, if the Affected Party is the Supplier, including its subcontractors and vendors); and
(b) could not reasonably have been foreseen at the time of the signature of the Contract; and
(c) is without fault or negligence on the part of the Affected Party and is not the direct or indirect result of a
breach by the Affected Party of any of its obligations under this Contract; and
(d) could not have been avoided or overcome by the Affected Party by the exercise of due diligence and
acting in a reasonable and prudent manner, in accordance with Good Industry Practices; and
(e) materially and adversely prevents or delays the Affected Party in its performance of all (or part) of its
obligations under this Contract. and
(f) is any of the following or combination thereof:
(i) fire, earthquake, volcanic eruption, landslide, flood, hurricane, lightning strike, cyclone, tornado,
typhoon or other natural disasters;
(ii) war, invasion, state of war, blockade, acts of terrorism, sabotage, riot, revolution or insurrection.
(iii) Covid-19 (and other pandemics), provided that the Affected Party is unable to perform the Work due to
(a) closing of borders, (b) compulsory stop of Work by the authorities or (c) curfew by the country where the
Work is performed or (d) lack of all means of national or international transport and (e) such circumstances
are treated as force majeure under the Main Contract.

31.2. The following shall not constitute Force Majeure Events except and to the extent that they result directly
from a Force Majeure Event:
(a) late delivery or interruption in the delivery of, or shortages of, Machinery, Equipment, Materials, spare
parts or consumables (including raw materials);
(b) any delay caused by the Supplier's failure to engage appropriately qualified subcontractors, vendors or
Personnel or an adequate number of Personnel for the performance of the Work.
(c) any failure by the Supplier to obtain and/or maintain an applicable permit provided that such failure is
not due to a change in legal requirements;
(d) collective bargaining agreements of the Supplier, or boycotts, strikes, lockouts and other industrial
disturbances and that also include the Personnel of the Affected Party;
(e) wear and tear in Materials and Equipment or breakdown of Equipment;
(f) adverse weather conditions which are not expressly included as Force Majeure above
(g) any inability or failure to pay money, any inability to raise finance or any changes in price or market
conditions.
31.3. In case of existence of any event considered as Force Majeure according to this Article, the Supplier shall
make maximum effort to eliminate reasons of Force Majeure Event and mitigate the direct and indirect impacts of
the event and take required measures to continue performance of its liabilities.
31.4. In case the Buyer, upon its sole opinion, believes that the Supplier did not make enough effort to eliminate
reasons of Force Majeure Events and to mitigate its direct and indirect impacts, upon written notice to the Supplier,
it may take or have third parties take all measures to eliminate reasons of such Force Majeure Event and mitigate
its direct and indirect impact, with all risk and expenses to be borne by the Supplier.
31.5. The Supplier shall give notice of the Force Majeure Event without delay and within 24 hours from the time
of the occurrence of the Force Majeure Event to the Buyer. If the period of a Force Majeure Event exceeds 30
(thirty) consecutive days, the Buyer shall, at its discretion, be entitled to terminate the Contract upon notification
and without any obligation for compensation.
31.6. Following the end of a Force Majeure Event, the Supplier shall immediately continue the performance of the
Work.

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31.7. The Supplier shall not stop any Work and obligation which are not prevented due to a Force Majeure Event.
31.8. If either Party is rendered wholly or partially unable to perform its obligations under this Contract because
of a Force Majeure Event, that Party (the “Affected Party”) will be excused from whatever performance is affected
by the Force Majeure Event to the extent so affected; provided that;
(a) the Affected Party (in case both Parties are affected, the Supplier) shall issue a notice to the other Party
promptly (within twenty four (24) hours from the time of the occurrence) describing the evidences and
particulars of the occurrence, including an estimation of its expected duration and probable impact on the
performance of such Party's obligations hereunder, and shall continue to furnish timely regular reports with
respect thereto during the continuation of the Force Majeure Event;

(b) the Supplier undertakes to suspend the performance of activities affected by Force Majeure at the Site,
protect its own personnel and ensure safety of the Work performed up to then;
(c) The Supplier shall submit to the Buyer, the documents to be taken from administrative authorities or
relevant chamber of commerce in relation to the Force Majeure Event;
(d) The suspension of performance shall be of no greater scope and of no longer duration than is reasonably
required by the Force Majeure Event;
(e) Any liability of either Party which arose before the occurrence of the Force Majeure Event causing the
suspension of performance shall not be excused with the occurrence of the Force Majeure Event;
(f) The Affected Party shall exercise all reasonable efforts to mitigate or cure the effect of the Force Majeure
Event;

(g) The Affected Party shall continue to perform its obligations which are not impaired by the Force Majeure
Event and
(h) When the Affected Party is able to resume performance of its obligations under this Contract, the
Affected Party shall give the other Party written notice to that effect and shall promptly resume performance
hereunder.

31.9. All requests for extension of time shall include the new Time Schedule regarding Works to be performed by
the Supplier, which are suspended due to Force Majeure Event and shall state the estimated time of the Force
Majeure Event.
31.10. If the Affected Party is the Supplier, and in case the Buyer is in the opinion that the delay or suspension
is unpredictable, beyond control and fault or negligence of the Supplier, provided that all the above conditions are
fulfilled, and if notice of Force Majeure Event thereof is given without delay, the Supplier shall be excused from
performance of its liabilities affected by the Force Majeure Event. In such case, the Buyer shall determine the
delay or suspension period and grant the Supplier a period of extension equal to such period. In case of Force
Majeure Event, the Supplier shall be granted only for extension of time equal to the impact of the events on
performance of the Work. In the event of Force Majeure, the exclusive remedy that the Supplier is entitled to shall
be the extension of time and the Supplier accepts and undertakes that it shall not claim any compensation, payment,
or other request.
31.11. In the event the Main Contract is suspended or terminated due to Force Majeure or Covid-19, the Buyer
shall be enitiled to suspend or terminate the Contract. In such a case, the Supplier shall be subject to the rights
and obligations that the Buyer is subject to under the Main Contract as determined by the Buyer on an equitable
basis.

ARTICLE 32 INTELLECTUAL RIGHTS, CONFIDENTIALITY AND PERSONAL DATA

32.1. The Supplier agrees and declares that the ownership to the information and documentation submitted and
provided to the Buyer in connection with the performance of the Work shall pass over to the Buyer and that the
intellectual property rights contained in such information and documentation shall also belong to the Buyer. For
this reason, the Supplier also agrees and declares that it shall not use the information and documentation in question
for other purposes or disclose them to third parties without the express written permission of the Buyer. Otherwise,
the Supplier also agrees and declares that the Buyer shall be entitled to claim for the indemnification of Losses
caused to the Buyer in consequence of the above and to take other legal action in connection with the infringement

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of intellectual property rights.

32.2. The Supplier hereby agrees and undertakes to maintain the confidentiality of any and all Confidential
Information and documentation belonging to the Buyer, including the conditions of the present Contract, which
has come to its knowledge in connection with the present Contract, not to disclose them to third parties in any way
or form and not to use them for any purpose other than that of the present Contract. The Supplier agrees that this
obligation shall remain in force without any limitation of time even after the termination hereof for any reason
whatsoever.
32.3. Supplier agrees:
(a) not to store Confidential Information on any computer, database or other electronic means of data or
information storage ("computer") unless the computer is under the sole control of the party and cannot be
accessed by any third parties;
(b) not to copy the Confidential Information in whole or in part except as necessary for the purposes of the
Project;
(c) not to alter or remove any proprietary rights or copyright notice or other identification which indicates
an ownership interest in any part of the Confidential Information;
(d) to notify the Buyer of the existence of any circumstances surrounding any unauthorized knowledge,
possession or use of the Confidential Information or any part of it by any person;
(e) to take reasonable steps which are necessary or desirable to ensure continued confidentiality and
protection of the Confidential Information and to prevent access to or use of the Confidential Information
by any unauthorised person;
(f) in the case of termination of this Contract, the Buyer may retain all Confidential Information of the
Supplier needed to complete, operate, repair the Works.
32.4. In case Articles 32.2 and 32.3 and 32.10 are violated by itself or by its Personnel, the Supplier shall, in
addition to performance and to be valid and binding even after termination of the Contract for any reason
whatsoever, be obliged to indemnify the direct and indirect Losses incurred by the Buyer.
32.5. The Supplier accepts, declares and undertakes that the Supplier shall properly process and preserve the
Personal Data particularly in accordance with the Personal Data Protection Law No.6698, the provisions of
secondary legislation and the Board Decisions of the Personal Data Protection Authority and also in accordance
with all applicable regulations, procedures and principles in force (collectively the "Legislation"); provided that it
is limited to the subject of the Contract. Upon the removal of the purpose of processing the Personal Data
preserved, the Supplier shall delete, destroy or anonymize the Personal Data except for the statutory obligations
and only if the subject of the Contract requires it, the Supplier shall share the Personal Data with third parties, and
shall obtain the written consent of the Buyer in order to share the Personal Data with the third persons for out of
the purpose of the Contract.
32.6. The Supplier accepts, declares, and undertakes that the Supplier shall take all necessary administrative and
technical measures in order to protect the Personal Data transferred to itself. In the event that any Sensitive Personal
Data is included in the Personal Data processed by the Supplier due to the performance of the Work, the Supplier
shall take additional security measures and precautions pursuant to the Legislation and shall inform its Personnel
about such rules and shall ensure that the Personnel act within the scope of these rules.
32.7. The Supplier shall fully compensate the Buyer in cash and at once upon the Buyer's first written request
regarding any damages to be incurred by the Buyer due to the Supplier’s breach of the articles of this Contract and
the provisions of the relevant legislation. In this case, the Buyer shall be entitled to immediately terminate the
Contract without paying any compensation.
32.8. The Supplier undertakes to assist the Buyer in finalization of applications, which are made by the relevant
persons, regarding all kind of data processed during such business relationship based on the Article 11 of the Law.
In the event that the relevant person requests for the rights stated in Legislation against the Buyer, the Buyer shall
send a written notification about such request to the Supplier and the Supplier shall take necessary actions as soon
as possible (within the 5 working days at the latest).

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32.9. In the event that the Personal Data processed by the Supplier within the scope of the execution of this Contract
is illegally obtained by the third parties, this situation shall be notified to the Board and the Buyer in accordance
with the procedure and principles specified in the Legislation.
32.10. The Supplier agrees not to disclose, share or distribute, make subject to a press
release/advertisement/promotion this Contract and the relationship of the Parties within the scope of the Contract
to third parties, in whole or in part, on the website, social media channels and/or written/visual media/media organs
without the prior written consent of the Buyer’s Corporate Communications Department. In case the Supplier
breaches its obligations indicated in this Article and fails to cure such breach within the period stated by the Buyer,
at its sole discretion, without prejudice to any other rights and remedies of the Buyer under the Contract and the
Applicable Laws, the Buyer may either i) terminate immediately the Contract for just cause, or ii) withhold the
payments to be made to the Supplier under the Contract until the breach is cured. The Supplier hereby accepts and
undertakes that it shall not be entitled to any compensation, interest and/or similar rights due to such termination
and/or withholding payment(s).
ARTICLE 33 COMMUNICATIONS AND LANGUAGE
33.1. Unless otherwise is specifically indicated in the Contract, the language for all notices, approvals, requests/
claims and similar correspondences and notifications shall be in the English language and be sent to the notification
addresses of the Parties specified in the Contract Agreement. Parties accept, declare and undertake to notify the
other Party of any change in the addresses stated under the Contract at least 15 (fifteen) Days prior, otherwise
notices sent to these addresses shall be considered as duly served and shall have all effects and consequences of
legally valid notice.
33.2. Notices regarding the daily communications of Work sent by e-mails to the e-mail addresses of document
control departments and/or the Buyer's and Supplier’s Representatives, whose contact information and e-mail
addresses are provided in writing by both Parties to each other, shall be considered valid provided that confirmation
of delivery is made or a reply has been sent by the receiving Party. However, the Parties agree that the any claims
by a Party or notices regarding the default of a Party or the termination of the Contract by a Party shall be in the
form of a signed letter, sent by any of the following which must provide “confirmation of receipt”: (i) notary
public, (ii) hand delivery, (iii) registered mail or (iv) private courier or (v) in case both Parties are in the Turkish
nationality by Registered Electronic Mail (KEP). In the event that the Parties agree in writing, the said notifications
shall be accepted as valid when sent as an e-mail attachment in the form of a signed letter, provided that necessary
information regarding the attachment is provided in the body of the e-mail.
33.3. Supplier accepts that terms and conditions of the Contract shall only be changed persons duly authorized to
represent and bind the Buyer with a power of attorney of signatory circular otherwise, such change shall not be
binding for the Buyer.
ARTICLE 34 INDEPENDENT CONTRACTOR
34.1. The Supplier shall act as an independent company that executes the Contract. Contract shall in no case form
a proxyship, partnership, joint venture, agency, franchise or any other joint relationship between the Supplier and
the Buyer.
ARTICLE 35 WAIVER OF RIGHTS
35.1. Should the Supplier acts contrary to the Contract and the Buyer fails to object or fails to take legal action, or
should the Buyer neglects, postpone, delay or show tolerance with regard to the application of any of the provisions
hereof, or fail to reserve its rights during the delivery of Works or termination of the Contract, these shall in no
way be construed (i) as a consent of the Buyer to such acts of the Supplier or (ii) as a waiver by the Buyer of its
legal or contractual rightsand the Buyer shall be entitled to exercise its rights after the delivery of the Work or the
termination of the Contract.
ARTICLE 36 ANTI-CORRUPTION
36.1. The Supplier accepts and undertakes to take all measures to avoid corruption and bribery and to comply with
and be subject to all Applicable Laws and Exhibit-L Code of Ethics forming an exhibit and integral part of this
Contract.

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ARTICLE 37 GOVERNING LAWS AND DISPUTE RESOLUTION

37.1. This Contract shall be governed by and construed in accordance with the Turkish laws.
37.2. During the performance of the Work, the Supplier, its Workers and (if any) Subcontractors and their workers
must know and comply with all Applicable Laws of both the Country and the country that they are the citizen of,
and provisions of this Contract and any instruction to be given by the Buyer in accordance with provisions of this
Contract.
37.3. Any disputes arising out of, or in connection with the present Contract shall be finally settled through Istanbul
(Çağlayan) Courts and Execution Offices.

BUYER SUPPLIER

____________ _____________

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