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.

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; and

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

(a) the terms of the Purchase Agreement;

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

(c) the Consents;

(d) the Buyer's instructions and directions;

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

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

(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 "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 date(s) and/or schedule for the Services 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) any amount due from the Vendor to the Buyer; and

(b) any amount disputed by the Buyer in accordance with Clause 5.7.

(a) the PO number;

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

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

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

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

(b) where the Vendor has reached its maximum liability in respect of Delay Liquidated Damages under Clause 7.4(a), the Buyer shall be entitled to place performance of the Services with a third party or third parties and claim from the Vendor the costs, expenses and/or losses incurred by the Buyer (including the amount by which the cost of purchasing the Services from such third party or third parties exceeds the Price).

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

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

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

(b) its Personnel possess the required qualifications, professional skill and experience as well as all documents (including travel and work visas/documents) necessary to carry out the Services in accordance with the Purchase Agreement and that all Personnel are under the direct sponsorship of the 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 a 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 the provision of the Services do not) pay, promise to pay or authorise the payment of any money or anything of value to any person or entity for the purpose of inducing a decision or obtaining or retaining business or any advantage in connection with the Purchase Agreement.

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

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

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

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

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

(f) the UK Bribery Act 2010.

(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 14.2 or 14.3; 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 15.2(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 Services or Work Product (as applicable); or

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

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

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

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

(d) any liabilities to the extent corresponding payments are received or are to be subsequently received pursuant to any of the insurance policies required to be taken out under the Purchase Agreement (or where such amounts would be paid or payable but for any vitiating act or omission of the 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 Clause 12.1(e) or Clause 12.2 or any other breach of applicable law; and

(g) any liability of the Vendor under Clause 5.4 or Clause 9.6.

(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, guerrilla activity, riot, acts of terrorism, or any other hostilities; and

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

(i) any inadequacy of funds or financing;

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

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

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

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

(c) the actions to be taken to mitigate the effects of such Force Majeure event, and the other Party shall (acting reasonably) confirm as soon as practicable whether or not it approves or rejects such notice.

(a) the affected Party does not deliver a notice in accordance with Clause 17.3; or

(b) the other Party to whom a notice is served in accordance with Clause 17.3 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 24 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) "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;

(c) "Comprehensive General Liability (CGL) Insurance" covering death and personal injury sustained by any person and loss of or damage to any property arising out of or in connection with the Services and/or the performance of the Purchase Agreement. Such Insurance Policy shall be maintained in an amount of no less than US$ 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 SIPCHEMC Affiliates, or any third party property which is under the care, custody or control of the Vendor; and

(d) "if performance of the Purchase Agreement requires the Vendor to enter any of the sites of the Buyer, SIPCHEM or any SIPCHEM Affiliate for the performance of the Services, "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 travellers' 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 20.1 above;

(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 12.1(d), 12.1(e) or Clause 12.2;

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

(f) pursuant to Clause 17.7.

(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 Services (in any state of completion) and (subject to Clause 14) 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 Services that have been performed and Approved by the Buyer prior to the date of termination 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;

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