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

(a) the Vendor has delivered the Supplies to the Delivery Point;

(b) the quantity of the Supplies delivered by the Vendor matches the quantity specified in the PO;

(c) he Vendor has completed any Services and submitted any Deliverables required at such date in accordance with the requirements of the Purchase Agreement; and

(d) the Vendor has otherwise delivered the Supplies in accordance with the requirements of the Purchase Agreement; and

(e) the Buyer has issued an Acceptance Certificate in respect of those Supplies, and "Accept" and "Accepted" shall be construed accordingly

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

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

(b) the Buyer has issued an Approval Certificate in respect of the Deliverable(s) and/or the Services, and "Approve" and "Approved" shall be construed accordingly.

has the meaning given in Clause 6.1.

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

(a) the right to exercise at least fifty per cent. (50%) of the voting rights of such company or entity; or

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

(a) the PO (other than the applicable Incoterm, if any, specified therein);

(b) the provisions of these Standard Terms and Conditions; and

(c) the applicable Incoterm (if any) specified in the PO.

(a) deliver the Supplies (which shall be new, unused, of the most recent or current models and incorporate all recent improvements in design and materials unless provided otherwise in the PO) of the type, quantity and quality as set out in the PO; and

(b) provide (and undertakes to procure that its Personnel shall provide) the Works and its other obligations under the Purchase Agreement, in each case in accordance with:

(i) the terms of the Purchase Agreement;

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

(iii) the Consents;

(iv) the Buyer's instructions and directions;

(v) applicable professional standards and codes applicable to the Vendor and/or to the provision of the Works; and

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

(a) the Supplies will conform in all respects to the specifications or other requirements for the Supplies set out in the PO or, if not specified in the PO, to the normal and customary specifications and quality for such Supplies (the "Vendor Specifications");

(b) the Supplies will be free from any and all defects; and

(c) the Supplies shall be capable of being used by the Buyer in accordance with applicable laws and Consents,

in each case for a period of eighteen (18) months commencing on the later of:

(i) the date of Acceptance of the relevant Supplies; and

(ii) the date falling 12 months after the date of installation, commissioning or first use, whichever is latest, (the "Supplies Warranty Period")

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

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

(a) a description of the Change;

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

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

(d) the Vendor's proposals for any necessary modifications to the Delivery Date and the date(s) and/or schedule for the Works set out in the PO.

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

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

(a) clearly attach safety labels on the relevant Supplies or part of the Supplies in compliance with such applicable laws, the "UN Orange Book" and the "UN Purple Book"; and

(b) transport or ship such Supplies in accordance with the "International Maritime Dangerous Goods Code", the "IATA Dangerous Goods Regulations", the "European Agreement concerning the International Carriage of Dangerous Goods by Road" and applicable laws.

(a) any amount due from the Vendor to the Buyer; and

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

(a) the PO number;

(b) a description of the Works completed (including any deliverable(s)) submitted) since the date of the previous invoice;

(c) details of any timesheets that have been submitted since the date of the previous invoice;

(d) where the invoice relates to Supplies (in whole or in part), a copy of the Acceptance Certificate in relation to the relevant Supplies; and

(d) where the invoice relates to Services (in whole or in part), a copy of the Approval Certificate in relation to the relevant Services

(a) if the PO states that this Clause 7.1(a) applies, a parent company guarantee in respect of all of the Vendor's obligations under the Purchase Agreement from the ultimate holding company of the Vendor and in a form acceptable to the Buyer;

(b) if the PO states that this Clause 7.1(b) applies, an unconditional and irrevocable on-demand performance bond for the amount specified in the PO issued by a Saudi Arabian bank or other financial institution, which is acceptable to the Buyer. The performance bond shall be issued in favour of the Buyer, remain valid until the Vendor has fulfilled its obligations under the Purchase Agreement and be in a form acceptable to the Buyer; and

(c) if the PO states that this Clause 7.1(c) applies, an unconditional and irrevocable on-demand advance payment bond for the full amount of the advance payment (or as otherwise specified in the PO) issued by a Saudi Arabian bank or other financial institution, which is acceptable to the Buyer. The advance payment bond shall be issued in favour of the Buyer, remain valid until the advance payment has been repaid in full and be in a form acceptable to the Buyer.

(a) delivery of the Supplies is delayed beyond the corresponding Delivery Date; and/or

(b) performance of the Services and/or submission of any Deliverables is delayed beyond the corresponding date(s) and/or schedule set out in the PO, (the "Delay Liquidated Damages"). The Parties agree that the Delay Liquidated Damages represent an agreed genuine pre-estimate of the losses likely to be suffered by the Buyer as a result of such delay and are not a penalty

(a) the time of delivery of such Supplies to the Delivery Point;

(b) the time when the Vendor receives payment in respect of such Supplies; and

(c) the time of Acceptance of such Supplies.

(a) ensure that all Supplies shall be set aside and clearly marked as the Buyer's property in accordance with the Buyer's instructions; and

(b) establish to the satisfaction of the Buyer that title to the Supplies has passed to the Buyer in accordance with Clause 12.1.

(a) the Supplies are Accepted and stating the date on which the Supplies achieved Acceptance (in which case, such notice shall constitute an "Acceptance Certificate"); or

(b) the Supplies fail to comply with the Purchase Agreement and are rejected.

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

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

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

(b) it holds good title to the Supplies and that the Supplies will be delivered to the Buyer free from any Encumbrances; and

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

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

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

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

(d) to comply with, and undertakes to procure that its Personnel shall comply with, the SIPCHEM ethics policies available at https://www.sipchem.com/en/supplier-relationship/code-of-conduct as may be updated from time to time; and

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

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

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

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

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

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

(f) the UK Bribery Act 2010.

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

(b) may not disclose Confidential Information to any third party except with the prior written consent of the Buyer or in accordance with Clauses 19.2 or 19.3; and

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

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

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

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

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

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

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

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

(c) the Work Product shall become the property of the Buyer from the date of its creation and the Vendor shall (and where applicable, shall procure that its Personnel shall) at its own cost do all such acts and execute any documents necessary to give effect to this Clause 20.2(c).

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

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

(a) obtain for the Buyer, SIPCHEM and the SIPCHEM Affiliates the right to use or continue using the relevant part of the Works or Work Product (as applicable); or

(b) deliver replacement Works or Work Product (as applicable) of equal quality and utility to the Buyer, SIPCHEM and the SIPCHEM Affiliates, that do not constitute an infringement of any third party Intellectual Property Rights.

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

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

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

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

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

(f) any liability of the Vendor arising as a result of a breach of Clauses 16.1(e) or 16.2 or any other breach of applicable law; and

(g) any liability of the Vendor under Clauses 3.4, 6.4 or 13.4.

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

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

(c) strikes or lockouts of widespread application and which are not localized to the Vendor and/or its Personnel; but, for the avoidance of doubt, shall not include:

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

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

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

(a) the affected Party does not deliver a notice in accordance with Clause 22.3; or

(b) the other Party to whom a notice is served in accordance with Clause 22.3 has rejected such notice,

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

(b) the other Party has rejected such notice and it is subsequently determined pursuant to Clause 29 that such rejection was unreasonable,

(a) "Professional Indemnity Insurance", providing coverage in respect of the performance of the Services by the Vendor and its Personnel. Such Insurance Policy shall be in an amount of no less than US$ 1,000,000 (one million) for any one occurrence arising in any one year out of any one event and shall be maintained in the full amount for a period of two (2) Gregorian yearsfollowing completion of the Services or earlier termination of the Purchase Agreement;

(b) unless not required in accordance with the Incoterm (if any) specified in the PO, "All Risk Marine Insurance" which shall include coverage for inland transportation covering loss of, or damage to, the Supplies for a value of no less than one hundred and ten per cent. (110%) of the value of the consignment. Such insurance shall cover the Supplies from the time they leave the Vendor’s warehouse until the time they are delivered to the Delivery Point;

(c) "Comprehensive General Liability (CGL) Insurance" covering death and personal injury sustained by any person and loss of or damage to any property arising out of or in connection with the Works and/or the performance of the Purchase Agreement. Such Insurance Policy shall be maintained in an amount of no less than US$ 5,000,000 (five million) for any one occurrence, shall provide for contractual liability and shall not exclude professional negligence, any property of the Buyer, SIPCHEM or any of the SIPCHEM Affiliates, or any third party property which is under the care, custody or control of the Vendor;

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

(e) if the Purchase Agreement requires the Vendor to enter any of the sites of the Buyer, SIPCHEM or any SIPCHEM Affiliate for the provision of the Works, "Workmen's Compensation Insurance" covering the Vendor's Personnel whilst engaged in the performance of the Purchase Agreement. Such Insurance Policy shall be in an amount of no less than the higher of (A) the statutory limit for Workmen's Compensation Insurance in the Kingdom as at the Effective Date, and (B) US$ 1,000,000 (one million) per occurrence, shall cover compensation for affected Personnel as required under Saudi Arabian law and shall include overseas travelers’ personal accident insurance and/or similar statutory social insurance.

(a) if the Vendor fails to comply with a notice given by the Buyer under Clause 25.1;

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

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

(d) if the Vendor is in breach of Clause 16.1(d), 16.1(e) or 16.2;

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

(f) pursuant to Clause 22.7.

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

(b) deliver to the Buyer, upon request, all Deliverables and work in progress relating to the Supplies (in any state of completion) and (subject to Clause 19) Confidential Information that are in the possession or control of the Vendor or its Personnel;

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

(d) remove any of the Vendor's or its Personnel's equipment, materials or property from the premises of the Buyer, SIPCHEM or SIPCHEM Affiliates.

(a) the amount due under the Purchase Agreement for such part of the Works that have been provided prior to the date of termination and Accepted and/or Approved by the Buyer under Clause 13 or 14, as applicable, and for which the Vendor has not already received payment; and

(b) its direct reasonable demobilisation costs, less

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

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

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

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

(a) the issuance and acceptance of POs;

(b) any amendments to a PO (including pursuant to Clause 4); and

(c) the issuance of invoices,

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

(b) in the case of fax twelve (12) hours after the time of confirmation of dispatch;

(c) in the case of courier, when delivered; or

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