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NON-JAPANESE SUPPLIERS 全てのGE Oil&Gas法

1. 16 4 AR BRLRH PATIO KY ROSNSA REIT KY BM CABSENKAERE BEJI TIA B A WOR HOBRRERICOHBRAITIC AEX 4 LK lkZO B RICRECOMSIMRICMIT CHR F Bing AEXOBRITEFARCHOBAER lt RIL Mee TO TIRE SG 17 ARPES SR TE AMBIT ett MISHAENS FELIKS TARAI EODD FU FCTOMMMELG ER VIbVULTAEENS LDS fEBAHDOS WARSBRtHRENECE ZRIED TEL AEMBICHETERILT OH ARAIRE SMMMILH ER VIbKDITTM BENS RRT ORmMt L lt LRERITORBARV TORRADO D WAM IRA TS S tas MILLEN SH BOHR at SFE BR BRMETOHONMMEEORS fer lLCWSEODERICHOE BE REOMESHRM SHELL lt MR EOMBSHOMSIIM L Chet Sie aA FARMS FRICBeIT D OA BES WEL il RATS SEIRA BRRLF MATE Mena BEATE ML BRS ANS EOMMROAMBROKOOERTS RREHRURES STEORAABC TO TEL SERA RRL Fill SUCRE SNEKRSMRERUAAOSTERH Jo ERO OIDADST BRR BRRILERMO ARI LU TIk BEOMBEOBEL REIR ERD HAZ LC SRB E BALLS SG SRN m Rie Bin RaeRVILHEORAIMT Sei MaANHS NEBE TEL BCORAARHRVERTC ABR bL lt IRE BA LRNRISREORACHRT OHER REDE OILMET SOD Cho tRNR ER LI URFOLD ERTS 18 FRMRtSBAHRUG IST FIYR 36 REQUIREMENTS 18 1 Security and Business Continuity Management Policy Seller shall have and comply with a company security and business continuity management policy which shall be revised and maintained proactively and as may be requested by Buyer Security and Business Continuity Management Policy The Security and Business Continuity Management Policy shall identify and require Seller s management and employees to take
2. WPM in International Trade Rev B Revised April 30 2014 General Electric Company BEDOOSAMBMELOC TEL TORR E Rk H Hh REDPSEAD BEI KSEREHSRIRELER UR SORSHHOSTRAREBAT OkO REOM ERATOLEBOS BAFER AYRARVEA IBLE ST SBCOBRACAHS SO CENREHHORE ROURIX FE IO CORAL WESABE 19 WA RERUN BEL TOMA RERVUG EN DARE SCS ITA SSH HRA RURAL BMT SK DRL TOKIGHEMSGUMBGSAICISZ BEML DNENSRZ k IIFA AICBMTSKGHRL DE CERFICSMTSKIMARTS SDI GEE AE XZL SRMIC ALERS ABS IT VIRVA BS BEOW T4VI RV A PRET DBA AEE KAAN MA RESRUEKES FATFLRRRURY FRE TH LUFA bIL RERU4 VFR BEM bVEBASRAEOEZDO RTRRU EART PAIL RhA HOA ZANA LBS ICE GOVICRBRUFBODEMRYS IES SE Ol KAT SBRILSBU CBRIYI HELIER m FI VRUMEMBRRENS GEL SCOR FeZSAlBWCeSHMIC mMANICIYVTFTOMRBL Fy aE BY BARR A OPRACERWAACEAWICAT TOYI MHOHSEICLASNFSREML MAH in iD SRL COMMA AIC ag OE COR TORERE SEO MICA AH eA T BOIGAKCMATS MMOTENILESICLY A GASAD REG Mmlk MOIGIAYTTFSEc lt lkN yv kd LREGHETFRUG FE CAAT RERAEOIORAZN ICS AWS PWE EE AR LARABHCHSCE AHIR LEAL REODRAAHC COMMA FS cCENCES DIZ TEM BCORMAIC i KBAR RH SRO SRE Mm N AnA REL MARLHEO EASIER N D HA SHORRMAM MLAB Ly POERI SBR ISPM BRS AILBITSRRBAM WPM ORICA T SAT KIT 39 ISPM Publication No 15 U S Code of Federal Regulations 7 CFR 319 40 1 through 319 40 11 as may be changed or amended if the goods are being shipped to the U S and or similar laws of other jurisdictions
3. Electrical apparatus for explosive gas atmospheres Part 10 Classification of hazardous areas clearly and properly identifying the following i all potential combustible gas vapor and or liquid leak sources e g flanges connections valves meters etc and ii for each potential leak source the specific combustible gas vapor liquid type e g natural gas hydrogen oil vapor etc as well as the pressure temperature and frequency of the condition e g pipe is pressurized only during start up or pipe is always pressurized when the unit burns fuel gas etc It is understood and agreed that the Hazardous Area Classification Report shall consider the entire life cycle of the relevant goods materials products and or items or any portion thereof including but not limited to commissioning use and maintenance Seller shall refer to IEC Rev B Revised April 30 2014 General Electric Company TLATH AMANSSEETIL FORM Cit NE LOMBENS ICKHUCHET SREWCHOT KI k YR SRRMRIERRRWCAMENStOI n SSRRORE GHAKICROSABRRYWORG FE RRRUMAATIBEMEGENSD FAI G BEVYAIYYI RUEREMORE TEAR DoBBRESNEKEOCEURHA IAL TERS Tis REORHE RAT OA ROPOMBA EN Bo A VRZDPRAAYV bE FREE 1S0KEH12100 2010 4 MIORLSIE RHO MRAI UAZADPRAAYERU VAD Ei MUST SHA FSF VICE SRAIIK HE WEETEVRAZADPRAAYLY KERMIT S CEI KY AE RO MELCHREIL AMR ENSS TOUR HH Bh RMltmA RUZO M ORSHSBA HMT ATE RULMSNEFERSHETRATS HRA EEE LEIS DADST
4. M DERAT Y ORERE 4 FIL RIES MITA T SHA THORF HHH RE ARERR GERICRE SNORRODA BROOREM a FEHB AIAN ORE ROTFAAeMRET ST OIF OSMAKY ORERE 00054 FIL Rik Shiyam TS e IRR A MSIL L CHAS NOSED AIT AT OATHS ETERA EE ELMAR KAILEOSETORRIL TOMRCHOLTOBRER UR SII OS GERRAS RRA LT ORM REOMRE CHOORNAHLEDOCEITNISRZSEL KES B DRR L ERREKI HIS ARARA EANA RUZIE HCHEEAI REL TENE Lic RbRICB SD lt BRR RIS RABID DS zih ER Honrtine KHCBH onaMYVILSWT TEAL HIREROSCEMTCES REODBRMHOKHAA 5t Elk DERERORRRHMNAM CHO E CHATS AIRES REIT SO SKARRASILIL ORES NOERAAOMRADESRRRHILSENTHIOER 22 certificate s of insurance shall reference that the required coverage extensions are included on the required policies and state that General Electric Company its subsidiaries affiliates directors officers agents and employees shall be designated as additional insureds Copies of endorsements evidencing the required additional insured status waiver of subrogation provision and or loss payee status shall be attached to the certificate s of insurance Buyer shall have no obligation to examine such certificate s or to advise Seller in the event its insurance policies are not in compliance herewith Acceptance of certificate s that are not compliant with the stipulated coverages shall in no way whatsoever imply that Buyer has waived its insurance requirements 13 ASSIGNMENT AND SUBCONTRACTING Seller may not assign including by change
5. Rev B Japan For Non Japanese All Japanese Legal Entities of GE Oil amp Gas STANDARD TERMS OF PURCHASE NON JAPANESE SUPPLIERS ETONE Oil amp Gas AR Page 1 of 45 Suppliers BARRRWH BAWHKOUVISIV AAUHROYTS 4 STANDARD TERMS OF PURCHASE FSN ES 1 ACCEPTANCE OF TERMS 1 Rowe Seller agrees to be bound by and to comply with all terms set forth herein and in the Purchase Order to which these terms are attached and or are expressly incorporated by reference collectively the Order including any amendments supplements specifications and other documents referred to in this Order The terms set forth in the Order take precedence over any alternative terms in any other document connected with this transaction unless such alternative terms are a part of a written supply agreement which has been negotiated between the parties and which the parties have expressly agreed may override these terms in the event of a conflict Supply Agreement and or b set forth on the face of the Order In the event these terms are part of a written Supply Agreement between the parties the term Order used herein shall mean any purchase order issued under the Supply Agreement Issuance by Buyer of this Order shall not constitute an acceptance by Buyer of any of Seller s offers to sell quotations or other proposals Reference in the Order to any such offers to sell quotations or proposals shall in no way constitu
6. Language This Order and all related communications shall be in Japanese and English Any notice amendment agreement authorization approval or waiver under the Order shall be in writing In the event of inconsistencies or conflicts between the two versions the English version shall prevail for all purposes Rev B Revised April 30 2014 General Electric Company TEM OMSIORBRUIBTIK SBRLRBST DAFAD ENBARUABRW CORSILDEMDTWEELT b HEMBORROREILMBHECALEL TECE EnaA HRT SARC HARAEUMEY TE GANCHMICMRE SNA CBRL CIBRENS HK MEOLHFEOUTH DA Si MAeHnos MCHIOEELTH SRRBORRBD RLAIEXEZO HHO RIRIItwWBeRIKEST SRRRMD RIHORI lk SIEMEMNAATS S512 WARKI SB Ht Bc AGRSNESBRDIL BERVUG ED4MOBRMERDLK lt K RILIR ERETT LEO EDS B4K BOR BOK BOK 8112 128 3142 8158 168 817 3208 B21KRRVF URBE AIEMRBICMMENEEORILBBOIS amp OMB RISMAIL KY RIEMOMRRI LH TRICHITS BT HHRICBATMRKROSNSD BHEnTS4tO FET CORRMIAMT BAGEL NFGREMASA ESUILENENOKRA SAHCKSRKHRAGZE RU RO SNCEBSA SRL THEO ITS E A 26 M nuj Fxg kUJ S395 127a VaR ERUR ETIDA PIXIES UNGER BE AB Rie MBKKSMRt SA CIHNGETNSE SEL RMEAARKEOMICR ARICA SORES fe LBA AS HOES RMMNRICBETS 44 ANNEX A Company Name Address Telephone number Date DECLARATION To Whom It May Concern Shipment of goods as per our invoice n The undersigned _ in his her capacity as at a company having its registered office at hereby declares
7. RENIE RR PIA AB FA I KOR AAMCOHOBR BMRA WML HANILRBGE MBENS 24 2 WE ZORA Mite HEARIIKBAMSEN 5 lk MOBBMHSHEILODA DO REMEBAT TOD SEOBMBRSt RT SE OIPRGAAIS SOTOA AEOMARRMEHAL MEF 24 3 SEL IC BRUNETE E lt KPIABHRR RE HR PIVRARSRMASMILI SEO SEO ATPROREERUMBECHAT aAa ERU MMLOBEeBCES GEL SENMABRIICDDD Steer TF 7B2RAHOLBR BIC oint EIA AS GS eFaAVT 4 BRI ld HRMORSE METERILTHEEOREOSR REOMHRERILREO BENMEEIBREWU FIEBPTIVARISEAASE nS He HEL t a F71 EROM Hay T4BREZITKBRMOMR PECROESMACHET SleRe Oth SBHEERSAARUERO MII ALT AEDA SIME MAETCOMAFAREC RY RAL RETA BEL eEAVUT 1 BREWMAL SB PEAY T 1 EROZBSEHE BERRUET DROO HEtABCORABHCHSICMCSZEESIC SREE FEET S EOIMERCA BBE tMCS REM et AU 74 BREA FAICBGRMLGET SAIC RBIS SKeAIUT ERICA SW wie A MIBK 42 to carry out any recovery necessary to remedy the impact Buyer must first approve the content of any filings communications notices press releases or reports related to any Security Breach Privacy Notices prior to any publication or communication thereof to any third party Seller also agrees to bear any cost or loss Buyer may incur as a result of the Security Breach including without limitation the cost of Privacy Notices 24 4 Upon termination of this Order for whatever reason Seller shall stop the Processing of Buyer Personal Data unless instructed otherwise by Buyer and these undertakings shall remain in force until such
8. Software If this Order relates to rights in computer software and or software documentation that is Seller Intellectual Property Seller grants to Buyer a non exclusive perpetual irrevocable transferable royalty free right to use disclose modify combine integrate or make derivative works of the software and software documentation If Seller provides any goods and or services that include software under this Order which require Buyer to Accept various terms and conditions including but not limited to click wrap click through browse wrap or shrink wrap such terms and conditions will be of no force and effect even though they are accepted by Buyer or Buyer s designee in order to access or use the software The relationship of the parties is solely governed by the terms of this Order In addition upon Buyer s request Seller at Seller s expense including ongoing maintenance fees will deposit in escrow all material relating to the software including a copy of the object code source code documentation and all annotations thereto with an escrow agent designated by Buyer and under a written escrow agreement approved in writing by Buyer 5 ON SITE ACTIVITIES 5 1 If any portion of the activities under this Order a is performed by any member of the Seller Group in on or near a site owned run and or operated by i Buyer Rev B Revised April 30 2014 General Electric Company R
9. TEL OERO EO AE OM MRE RISAM BREA LEY R LEY BRLEYLTIEZES EL BE REO PEI DD SHAD BIRe ALAC Ee RUBEM ABE AIER LIEBE k SEER AIX bl 0 ORM RABAT ETN B SEMREWAOMARILEANOMREDEOIE REOMMICSL lt BUT SD SBHICREOMROK BEBVYA NINET SMRORHMEHEE oma REL RHEEICHWT TEIML EMILTENERALL lt PRRAOWTHN AE SHm OmatRitMislOSUC BH Rep REO AAA EO 2 BBR IL ABEL TURUT amp amp RARE DY Dit DEAT OREM KY REATOKLIROSCEMTE Bo b SEEORMARH STEM FIXES BOOK FSET ORICA LTUKA CHEISRERIC GF LEMME eMATS REOMMME THE B EDHE FIXER SENA t L lt lk HERXIL Hm t LIH ERDE E L lt dt 10 respect to the Buyer Intellectual Property any goods and or services furnished under any Order or the repair or refurbishment of any goods and or services furnished under any Order c Third Party Intellectual Property Seller shall not i incorporate in any goods and or services provided under the Order any third party Intellectual Property without Buyer s prior written authorization in which case Buyer must receive a fully paid irrevocable world wide and unlimited sub licensable license to such third party Intellectual Property ii disclose to or on behalf of Buyer any secret or confidential information of others or iii incorporate into any goods or services under the Order any open source software or software owned by another or that is functionally dependent upon use of Intellectual Property owned by a third party d
10. appropriate measures necessary to do the following a provide for the physical security of the people working on Seller s premises and others working for or on behalf of Seller b provide for the physical security of Seller s facilities and physical assets related to the performance of this Order for Buyer and or its Affiliates Work including in particular the protection of Seller s mission critical equipment and assets c protect software related to the performance of the Work from loss misappropriation corruption and or other damage d protect drawings technical data and other proprietary information of Buyer its Affiliates and or its or their relevant customers as well as Seller related to the performance of the Work from loss misappropriation corruption and or other damage e provide for the prompt recovery including through preparation adoption and maintenance of a crisis management and disaster recovery plan of facilities physical assets software drawings technical data other intellectual property and or the Seller s business operations in the event of a security breach incident crisis or other disruption in Seller s ability to use the necessary facilities physical assets software drawings technical data or other intellectual property and or to continue its operations f ensure the physical integrity and security of all shipments against the unauthorized introduction of har
11. hi D BONES Ab ELINGS RUCMIZ BO lt BAGERERUME Mik E RESZET LD mO KEP EARTHS ETAD CMALEAY ho FR KY TEMKAPEEMISEAPEMCHOCEE AD TL tO KIKI 517 H AS RILFAUD Y A IRR SNMTWSCE A OYVAKIZDE 40 CFR 720 30 38 SBOE BRVUALDORNAENTWSESILTOR amp WRITS b MBSE COMOMRES TES BEIRT OI MCN SMmMEMKI SD CHILBENSSLSOMa A i REMREI MU MAOKEPEARSHRAPE thCHS amp MMLEA OAR KY REMREPEE Mit APEMCHSCEFMIDTUSEAOEOIIMGE T MUX SARA NILBRENMTWS CE AAI EC No 1907 2006 TREACH CLHOERHSEHNS SGRICSI 47 ERRUZ ii REACHOHBEXVI CROSS IESANMTWAWCE RU iii REACHICBO lt BAO RBtRoCWSBSlk SEILKSHMICMT SHADES TWHECESWMRIS TNENOBSILKSWUT BE A SMSO RESRES B Yma on ILBSENSREACHRBMWSUAK LARICSRS A CER SNEMEO BEMSiAl SHS IER EI C REACHIZ E REPAICAST AARAM ERETT SEDO ILBEAVESEF SECO AR RU D0 REIES teBXVieRMS ORAM SBAOMRBECEORH BAe REBRICEHT S GEL RECHBSNS Hm TaD onloB EnNnSWMS CHT REACHIZ ED PEER MLSROMRERSEOILVDE FAA PRMISBHRAETHEWCEERELEBGA SRP RSE XIRAR AME CIMCREICMMT S AEIR KITI k BREACHES lt lt MARAE LE HENUA P RWB UAKI DARETU R4 MEAN OMMAAHICHE SNEWS SICK Sno MmIL BEnNSBAa Eb bLA TE lk REDAREA SA REACHTE BRE BOSS CEMDRELCRESEI HRMEOZMRU GY SAREAT c ARAE 26 TEIL RECAST RLRRSNOWRO of the goods sold or transferred to Buyer contain i any of the following chemicals arsenic asbestos benzene beryllium carbon tetrachloride cyanide lead or lead compounds cadmium or cadmium c
12. 1 lt 1 ELI SARIS EE FAN AHH Bi LEAKAHORSERRL EEEO ORKIIBFT D AEMCHE BOT AA R IR F Ella L TEMRE I CeER lt EBEBIKAN Afg RT DEHAT 18 2 FAFSA FL VLORSMH RES SHILLSZRS FRE CREE RL HTS REIS AVTIFORERVEA HEAT IARI BADR 2 FRLORE REMMRRUGROBME SUIT ie ite tat RENDRERBEEOS REODBMA HoA THEIL a BMICkLORSHMSHRL Sat BIH DS Fite Silk ee CH EICaraAL b EOM HARUR oE ERJ S288 HASHELL TORS AS HA EX ILF FLAG SUI EEESEUI DY YVBSARBEICIMAL D Dg 38 Upon advance notice by Buyer to Seller and during Seller s normal business hours Seller shall make its facilitylies available for inspection by Buyer s representative for the purpose of reviewing Seller s compliance with applicable security recommendations and or requirements and with Seller s Security Plan Each party shall bear its own costs in relation to such inspection and review All other costs associated with development and implementation of Seller s Security Plan shall be borne by Seller 19 PACKING PRESERVATION AND MARKING Seller shall ensure its packing preservation and marking is in accordance with the specification drawings and any specifications that apply to the Order or if not specified with the best commercially accepted practices and at a minimum with applicable law In addition Seller shall include the following information on each shipment under this Order the Order number case number routing center number if provided by Buye
13. 548 EEC and 1999 45 EC as amended c Japan s Fire Services Act and Poisonous and Deleterious Substances Control Act and d any other applicable law rule or regulation or any similar requirements in any other jurisdictions to or through which Buyer informs Seller the goods are likely to be shipped or to or through which Seller otherwise has knowledge that shipment will likely occur such as U S Department of Transportation regulations governing the packaging marking shipping and documentation of hazardous materials including hazardous materials specified pursuant to 49 CFR the International Maritime Organization IMO and the International Air Transport Association IATA and Seller represents that it has adequately trained its employees agents and representative and instituted procedures necessary to ensure compliance with the above legal requirements h Global Approach and Harmonized Standards Seller Covenants that the goods supplied hereunder comply with the E U New and Global Approach Directives and Harmonized Standards and or any applicable Japanese mandatory standards or requirements including any continuing obligations into E U Member States national legislation and Seller shall submit associated documentation to Buyer and to the surveillance authorities as necessary Seller assumes all liabilities applicable to or deriving from such Directives and Standards i Waste Management Seller Covenan
14. Buyer s audit investigation and or inspection efforts including e g completing and returning questionnaires intended to verify Seller s compliance with Sections 14 and or 15 of this Order or to respond to any incident or allegation regarding such Seller compliance Seller s full cooperation shall include but not be limited to making relevant witnesses and documents under the control of Seller reasonably available to Buyer upon request Seller further agrees at Buyer s request to provide certificates relating to any applicable legal requirements or to update any and all of the representations warranties certifications and covenants under this Order in form and substance satisfactory to Buyer 15 2 Environment Health and Safety In the execution of its obligations under this Order Seller Covenants that it will take the necessary and appropriate actions and precautions to prevent any injury to persons property and or the environment and to comply with applicable laws concerning health safety and the environment EHS including without limitation in the workplace and during transport and will establish and maintain an effective program to ensure any members of the Seller Group will be in compliance with Section 15 of this Order a Material Suitability Seller Covenants that each chemical substance constituting or contained in goods sold or otherwise transferred to Buyer or utilized in services to be performed at a S
15. E0 AI KREFT SIGE Ob OS TREJRI I BEL HRVIVAT EREL REV AZOYVV IC6WCBOIDOBSICS EA L AEMO ME UL CHE EN SMBY 37 ILI tS B EIRGMORE AxER Esha Min ME HECK RILTO BM WERE DHA RARTLMASEUBT SE NDCHSA TOD HAHStEOCHSIGA FEC IECH 60079 10 R HEAAFSHARABAM B10 ERARON IT KOE i WRHEOAA RARNIRADS COBEN ime GAIL DIUY HRM LIRU HE BRU ii BEMMBRCOEOAMREOHA RR NILEN GAIL RADA KRRUA IVA RHE GEUICHBRROEDA RBERVUBE IAL TN 4 FISMDPOAMESHNS RK RA DAOR lXlk NF FIFRICME SENS GE SARA DMYIK HE Lic cama MRESe RET S ARAP HERESIES Sn WA BRetECCERA RM LEO B DESI IVAAIL MR HARUART HE EMRETOSCEMTHEN ABENTWS FH Elk CRIM AMRMESILCNT SHEOAKLRVUEDE HERS S Te MI LECH EG0079 10 SRT A 30 Standard 60079 10 for the specific methodologies and requirements concerning the Hazardous Area Classification Report k Work at a Buyer s or customer s Site For any portion of the activities performed by Seller or other members of the Seller Group in on or near a Site Seller shall further i ensure that any and all members of the Seller Group comply with all applicable OSHA and or other EHS standards and regulations and with all aspects of Buyer s Buyer s Affiliates and or its or their relevant customers applicable EHS procedures regulations and or standards and ii provide copies of any risk assessments or procedures relating to such activities 15 3 Labor Seller Covenants thatit will comply with appli
16. FIX lL CHR SNR RIEF EDERE FARICNRLINSFRERE REETH peor elMANISHET RRE CBS INAT SERVUREOMBSH Ale L il RATS 15 4 HAB HRUSHE SEL HA HMA WMA He Deep clap ventral rpm a L Hes 4S2ANISFRAS BRIBES BTICRHG TEk AWICEMSHAASAIE ERIC BENDA Bik BOCORARUARIOKML SBEASCORIERMIE BABS CER lt SRA MBLCBELRSE COHHBtmBCAZCLe BEMNRWEODESREZIICHS DERT AWILEHOSTAILBEBLC BEICRMERMS EH SHHL EGA SEL ACHOSHSRYICBL T BECOML SXCAILBETS DORE KEES RL DIZ SROAICMEST SREMICSREORE HOTEARMILHEAILEAT S DORA FE BR BR BAH HR Ae BREA BARISHAREIK o ERUR EOMER DUREE EOR BRHOAMMR RA HRA REA KRAL RA RURZALHIEBL AETA BEL 3R ETDE ABABS RHILBO lt THASBEMISEHLLEA COP RRBMABEETISCECHRI Do 15 5 RFVELD TEs ARABRRWICBO lt K ST OARFEAABA 19 U S C BIG SUA EUS SHE EC No 384 96 19954F12A 22H EU A amp A ENO 2277 96 ECSC 19964F11A28A KE SHEBAISMIE fh BAOBIRE RIA RiS4 BAM L lt IAO AE EMS DRED SH SHHOBILbIFS CH SILAS SKE CZS RFVEVDT RRR LARA R S NUR FILSWTEENSCESHRIS HCMHSNARK BRICKS UT ZEIK ich iva anne E IDERA AERO AREA A SHR RUKCAH ieee BEOREE NEC RES CoomrIe 32 may be imposed and to the extent permitted by law any preliminary dumping duties that may be imposed arising out of or in connection with any breach of this warranty In the event that countervailing or anti dumping duties are imposed that cannot be readily recovered by Buyer from Seller Buyer may terminate this Order with no further liability of
17. Inspectors and ii take all necessary precautions and implement appropriate safety procedures for the safety of the Inspectors while they are present on such premises including where requested by an Inspector for safety related concerns stop all activities immediately If any Inspectors require medical attention on such premises Seller shall promptly arrange for appropriate attention If in the opinion of an Inspector the safety health or security of the Inspectors on such premises may be imperiled by local conditions Buyer its Affiliates and or its or their relevant customers may remove some or all of their personnel from the premises and Buyer shall have no responsibility for any resulting impact on Seller or its Subcontractors If specific Inspector tests inspection and or witness points are included in this Order e g approval of drawings the goods services shall not be shipped performed without the Rev B Revised April 30 2014 General Electric Company SERS Rik ORACLE SRRACSH CHATS EC GEL SRRBSTOCLS SEL TEL TCORBIFAST 6 LDONEMRBOAF HARV EMIS D BEER REMRATLESMI KORAFMRE B TISCEMBENS 7 ARUHE 7 1 RE RRRUEB TEORA GEIL KSB EDEN O BAUME DUITE kD ERUR EX E0ZA ARABS ZHE HEORA iE FE FRUMEGE CATRE SEO BEITE TENOMACHMAOBSAOBMEtLoT a BE BFOMMBSt MtBttL lt 4B EOMSSHONEE FELIEA nth RBBB k BARU TAP EEODRINCHOD TED TBEAO Mit CHS D HOWMCHSAICADDHSF MARUT EAM BERICBASNSEMABZENS HMDS ARB
18. MILKEN RANA BARELA NS RERE O SOFOR ESR EXB E L Ce SMTWKE HM SNEBS BEL ZET L T H MIIReTOLU RRR ROLYTSOCER lt E BILAERERRT OHMEAT SO TEL TEMBER 31 further compensation to or liability toward Seller Seller shall indemnify defend and hold Buyer and its Affiliates harmless from all costs and expenses related to any suit claim proceeding brought against Buyer its Affiliates or its or their customers for any claim arising out of or related to Seller s violation of applicable local employment laws including but not limited to any claim arising out of or related to Seller s failure to pay minimum wage overtime wages and or any other compensation owed to Seller s employees 15 4 Immigration and Visa Seller Covenants that it will comply with all laws rules and regulations applicable from time to time to work permits immigration and visa and shall timely provide to the payment of any related administrative charges fees or costs to the competent authorities Seller Covenants that it will perform the activities set forth in this Section 15 4 and will take all actions required in connection with such activities on an autonomous and independent basis relying on its own capabilities and resources and without any support or assistance from Buyer If Buyer at Seller s request but at Buyer s option provides support or assistance to Seller in connection with the activities of this Section Seller shall release Buyer from al
19. SO NEMS LAL DEIRIS KY HHT SCEMCE TOSBRARAKLAG Sn COZTM KERTDCHM OREBEERKITS H REIST BIT OMS KOBAlL BERA EAREN 43 the same instrument Facsimile signatures on such counterparts are deemed originals No course of prior dealings and no usage of the trade shall be relevant to determine the meaning of this Order even though the accepting or acquiescing party has knowledge of the performance and opportunity for objection The term including shall mean and be construed as including but not limited to unless expressly stated to the contrary The invalidity in whole or in part of any of the foregoing articles or paragraphs of this Order shall not affect the remainder of such articles or paragraphs or any other article or paragraph of this Order which shall continue in full force and effect Further the parties agree to give any such article or provision deemed invalid in whole or in part a lawful interpretation that most closely reflects the original intention of Buyer and Seller All provisions or obligations contained in this Order which by their nature or effect are required or intended to be observed kept or performed after termination or expiration of an Order will survive and remain binding upon and for the benefit of the parties their successors including without limitation successors by merger and permitted assigns including without limitation Sections 4 5 8 9 11 12 14 15 16 17 20 21 and 24 26
20. Seller hereby represents warrants certifies and covenants collectively Covenants that it is committed to unyielding integrity and will act in a manner consistent with Buyer s Integrity Guide for Suppliers Contractors and Consultants the Guide a copy of which has been made available to Seller and is available in several languages at the following link http www gesupplier com html SuppliersIntegrityGuide htm Seller hereby expressly confirms it has carefully reviewed the Guide especially the section entitled Responsibilities of GE Suppliers has reviewed and or will review as appropriate the Guide with all personnel of the Seller Group who will be performing activities in connection with the Order and has instructed all such personnel to comply with the Guide As an essential element of this Order Seller shall remain solely responsible to take all necessary measures to ensure Seller and the other members of the Seller Group comply with the Guide Seller shall act in a manner consistent with all laws concerning improper or illegal payments and gifts or gratuities including without limitation the U S Foreign Corrupt Practices Act and the UK Bribery Act and agrees not to pay promise to pay or authorize the payment of any money or anything of value directly or indirectly to any person for the purpose of illegally or improperly inducing a decision or obtaining or retaining business in connection with th
21. any nature whatsoever to Seller hereunder In the event that any jurisdiction imposes punitive or other additional tariffs on goods subject to this Order in connection with a trade dispute or as a remedy in an escape clause action or for any other reason Buyer shall have the right to immediately terminate the Order without further compensation to or liability toward Seller 15 6 Duty Drawback If Seller is the importer of record into the U S for any goods including any component parts thereof associated with this Order Seller shall provide to Buyer all the required documentation for Duty Drawback purposes which includes Customs Form 7552 entitled Certificate of Delivery properly executed as well as Customs Form 7501 Entry Summary and a copy of Seller s invoice 15 7 Export Controls This Order and all items furnished by Buyer to Seller in connection herewith shall at all times be subject to Japanese U S E U and or other applicable export control laws rules and regulations including but not limited to applicable national international federal state provincial or local law treaty convention protocol regulation directive decree and or ordinance Further Seller agrees and gives assurance that no items equipment materials services technical data technology software or other technical information or assistance furnished by Buyer or any good or product resulting therefrom shall be exported or re e
22. for sale to any person or entity other than Buyer any goods substantially similar to or which reasonably can substitute or repair a Buyer good Buyer in any adjudication or otherwise may require Seller to establish by clear and convincing evidence that neither Seller nor any of its employees or Subcontractors used in whole or in part directly or indirectly any of Buyer Intellectual Property in the design and or manufacture of such goods b Seller Intellectual Property Seller shall own Intellectual Property it owned prior to or developed independently of its obligations under the Order Seller Intellectual Property Seller shall not assert any Seller Intellectual Property against Buyer and its Affiliates or any of their customers or suppliers with Rev B Revised April 30 2014 General Electric Company IT ELERACE ILD DA DPSSBAZEMBENS a EEOAE REOMHME EIk i B4 2 b RILEOSLOERE KELET fCOMMRIE F EZILADDSMMME ii BRCHODEETCH EaDEMDST RILHRCHOMDB ABCOKRMCHSA EMD TEMS OICKSAIEMOBPAICABLT N OMILHOS SR REXXAR LERNE RU iii COWRE RKTOMBSHOBSE AB MBM ax ME RLM AR AEA LTE o t ANER U A OJ SHE REIIBMBASAHStSce Fl BEOHHMMEO UeREICREBL BEITE LOMABERUAWMEEOMBILHALL BESINI Kb OMeTHOES A ZER RECRE SNID THEMNAFIT ORE OFA AT ER ORME RIL DDD SST OBA PATE RUAD SHER tae olca BE FETAL RECRE NED BEMAFLERE DAMA ERORMEIR CHIT REMOBTORM DAME EOD EET ST OOF SA RETRED DW RE RII EYRE STD
23. has performed the activities listed above and that such Seller Group member has been screened verified checked as set forth above in full compliance with this Order and applicable laws 5 2 If any portion of the activities under this Order is performed by any member of the Seller Group in on or near a Site Seller shall defend indemnify release and hold harmless Buyer its Affiliates and its or their customers and its and their directors officers employees agents representatives successors and assigns from and against any and all suits actions or proceedings at law contract and or equity and from Rev B Revised April 30 2014 General Electric Company MLA nEn RHA ICSUYT RICZOMUC RIORA SHAT MIXER IEKA HA CAA SnNSD b GFEAI PFOMRMAILKSBE BEO HESH NDORO Y LI DADPS IRAE ESBE TEL AFRLMENOBSORES PHT St Ol vERH 54 SHB ts CORR ABIIMA BCOBAABBC BETFI TFOMMAFAET OA TET IV FORMRABILKSPIRARBO SAIC KAS SLO SA SSIRICELYT DO BET SBaDOWEN LARREEN E YI A SERB A OARA TE e Rie lL B TFryvyIWBBVAKICKLSZAZDIV A ALVIRUGE DHAIRYA GE Oil amp Gas H4 FI4 Y GE Oil amp Gas Guidelines For Watchlist Screening amp Background Checking J http site ge energy com businesses ge_oilandgas en about supplier_portal htm IZ 4E t 4XZSEOFIYIBBVYVARCKSZADTY AYIRU RBHEOAZAD VTeRiiL O BEDSROONEGA SBRZEMABSNLHOG IXJBSe RET BENERE TOMBARSILAA SoEOIIMECHS CES ABMICRET SEM KI HEL SRESIBRCM
24. impose liabilities on Buyer and or its Affiliates 7 2 Quality When requested by Buyer Seller shall promptly submit real time production and process measurement and control data the Quality Data in the form and manner requested by Buyer Seller shall provide and maintain an inspection testing and process control system Seller s Quality System covering the goods and services provided hereunder including without limitation internal inspection tests drawings etc that is acceptable to Buyer and its customer and complies with Buyer s quality policy and or other quality requirements that are set forth on the face of the Order or are otherwise agreed to in writing by the parties Quality Requirements Acceptance of Seller s Quality System by Buyer shall not alter the obligations and liability of Seller under this Order If Seller s Quality System fails to comply with the terms of this Order Buyer may require additional quality assurance measures at Seller s expense Such measures may include Buyer requiring Seller to install Buyer approved third party quality auditor s inspector s at Seller s facilitylies to address the deficiencies in Seller s Quality System or other measures or requirements that may be specified in Buyer s Quality Requirements or otherwise agreed upon by the parties in writing Seller shall keep complete records relating to Seller s Quality System and Quality Data and shall make such reco
25. nth F EAMREICMLCBRBTENKBA R EMM MRLYF ERS MBM ICS LRA LA ii Maas A SENDMERICREOMSANHELELYE Ic CT ERK MSD I RIK B MDITEH S 3 or a location designated by Buyer s customer Material Shipped Direct or MSD or B a non Buyer non customer location to be incorporated into MSD within 48 hours of Seller presenting Buyer with a valid bill of lading confirming that the goods have been shipped from Seller s facility iii in the case where goods are shipped directly to a third party within 48 hours of Buyer s receipt of written certification from the third party of its receipt of the goods or iv in the case of services performed directly for Buyer s customer or other third party within 48 hours of Buyer s receipt of written certification from Seller of completion of the services If the payment date falls on a weekend or a holiday the payment date will be moved to the next business day within the jurisdiction where payment originates b Discounts If noted on the face of the Order or otherwise agreed by the parties in writing Buyer shall be entitled either directly or through an Affiliate to take an early payment discount of 0 0333 of the gross invoice price for each day that actual payment precedes Buyer s payment due date under the Order By way of example an early payment reduction of 2 5 would correspond to a payment made 75 days earlier than the payment due date and an early payment reduction o
26. of ownership or control by operation of law or otherwise this Order or any interest herein including payment without Buyer s prior written consent Seller shall not subcontract or delegate performance of all or any substantial part of the work called for under this Order without Buyer s prior written consent Any assignee of Seller shall be bound by the terms and conditions of this Order To the best of its ability Seller shall advise Buyer of any Subcontractor a that will have at its facilities any parts or components with Buyer s or any of its Affiliates name logo or trademark or that will be responsible to affix the same and or b fifty percent 50 or more of whose output from a specific location is purchased directly or indirectly by Buyer In addition Seller will obtain an acknowledgement by any such assignee or Subcontractor to submit to from time to time on site inspections or audits by Buyer or Buyer s third party designee as requested by Buyer If Seller subcontracts any part of the work under this Order outside of the final destination country where the goods purchased hereunder will be shipped Seller shall be responsible for complying with all customs requirements related to such sub contracts unless otherwise set forth in this Order Notwithstanding the above Seller shall not utilize any Subcontractors who are likely to interface with any government official in providing the work called for under this Order
27. supply chain security breach and or the detection of illegal or suspicious activity related to the Work Seller shall contact Buyer s sourcing representative or the GE emergency hotline 1 203 373 3300 no later than 24 hours after inception of the incident At a minimum the following details shall be provided i date and time of the incident ii site location of the incident and iii incident description Buyer reserves the right to receive and review a physical or electronic copy of Seller s Security and Business Continuity Management Policy and to conduct on site audits of Seller s facility and practices to determine whether such policy and Seller s implementation of such policy are reasonably sufficient to protect Buyer s property and or interests If Buyer reasonably determines that Seller s Security and Business Continuity Management Policy and or such policy implementation is are insufficient to protect Buyer s property and interests Buyer may give Seller notice of such determination Upon receiving such notice Seller shall have 45 calendar days thereafter or such longer period authorized by Buyer to make such policy changes and take the implementation actions reasonably requested by Buyer Seller s failure to take such actions shall give Buyer the right to terminate this Order immediately without further compensation to Seller 18 2 Supply Chain Security Seller agrees that it will implement and maintain a writte
28. that the goods described on the invoice s listed below are not included on the list of dual use items and technologies referred to in Section 3 of E U Regulation No CE 428 2009 as amended and supplemented are not directly or indirectly in full or in part military nor originally designed as components of any weapon instrument or supply for military use are not intended for export to any embargoed country in whose respect a military embargo has been established by any competent international agency and are not for resale to an extra E U buyer Rev B Revised April 30 2014 General Electric Company B KA ZE ERT EMES Aft EAaAORS BWV KES APRIZS4 Lic AA C ARRAMAT OKA HA 4 0 AZ TCHS AE Ik TEOS Y REROH THN EU 4R CE 428 2009 UIE HE SHEGAILMIE AE hk 3 RILMEHOSBRMAMRUVSRMARNOVUAL ILBENTWRBWNCE BH RAMPS DO SB Btb BRAACte lt RARSBSAORBt L lt ISIA EMOIYVAR AYELERSCEFEAROBHE SLTWRBWCKE FHRERRAIC Y SSH BRSILO WRE SN EAAOMMEBAWELTHAWCE RU EU MV ORABABiREeSNECeESEBETS 45
29. to determine whether a recall is needed ii locating identifying and notifying Buyer s customers iii repairing or where repair of the goods is impracticable Rev B Revised April 30 2014 General Electric Company BENILAMWAEICBSMLCWSWE OI SKM eA WET SCEMBINRNIIDRCHE L FESR HEDER hanO LEE SMHET BREN SSEMLBHCBMLEA BREXILZED AHH GRBUICBOSTOKIICHMLEBA EIS SKE lath eis lt REICHEL J I I ONR E BEBO ONS MILT OREO ta hie tt E GMT SHS ERLESCSRECAT OMBE TAB OORARICHWC REL PEER SWMROBEH JILKE ETHS DEHNI DENAT Bo a SESH KICBOEYI IWAROSNSDA JAWAD CHS t REDHA REE Dat lb ZRMEDEOIL EY ROSNSEETOTRAEAE LEERSE REDZES 4E R ETOCED lt SRELADUAHOBARUABEITI MAaeREITSTOKIBRTOCEMTES CHIE RHY BEL ARMEDEOIC KYU ROSNSLETHTT A eeal keane RFOPERDHH eR ETOCEMCE SRAM EBAT ORR EREI 6 WERUR EIT SREEBPHRECORMILZ LEHARREI SEORALL ATHY Mo KEL AWICKIFTOUTNOEODL SENSE TAEI APU CRISMREITI CEERI OLED TIE BEMABEAARILAPUTELS SHRI Ae THI AEIHAL CHERETS b RA VA ILASE REED L IOR eT ERE mA HRT OMORMRIPMAtL lt IKE TIEA LEHR SNES REL TENDSHAA BIC K YU B8RILEO OHBe EB SBCOD SEIS CES DBRT OTETA SDI REE VA JL EB AA NILE Hill FIT BBL TREDE otu NIRSRUAAS REICMETOLDEL CHIcId i wee SITSMMORMARISRA J AI ILAYDRCHS DBEAOHMANBENS ii RENDHEORRRUE EG SUICREOMEAOWA iii I II ORR E Foky MISA CALA AATEC HOIBSICSITOBBALL ERB HBOS DLOMBENS iv JA IOWMREROEWMAD 16 or impossible repurchas
30. to or through which Buyer informs Seller the goods are likely to be shipped or to or through which Seller otherwise has knowledge that shipment will likely occur e g any materials delivered or that Seller knows will be delivered to Australia shall be packed at a minimum per ISPM15 heat treated wood standard and ii it will provide packing in compliance with any applicable quarantine laws or regulations of jurisdictions to or through which Buyer informs Seller the goods are likely to be shipped or to or through which Seller otherwise has knowledge that shipment will likely occur e g any materials delivered or that Seller knows will be delivered to Australia shall comply with the Australian Quarantine and Inspection Service AQIS requirements as may be changed or amended Seller shall provide Buyer with any certifications required by Buyer to evidence its compliance with this Section 20 GOVERNING LAW Except to the extent otherwise set forth on the face of this Order or otherwise agreed to in writing as to this Order by the parties this Order shall in all respects be governed by and interpreted in accordance with the laws of England and Wales excluding conflicts of law provisions the Governing Law The provisions of the Contracts Rights of Third Parties Act 1999 shall not apply to this Order No Third Party shall have the right to enforce all or any part of this Order unless specifically provided otherwise in writ
31. value added machining or other service and other reasonable charges shall be for Seller s account and or c reject and return all or any portion of such goods and or services Any repaired or replaced good or part thereof or re performed services shall carry warranties on the same terms as set forth above with the warranty Rev B Revised April 30 2014 General Electric Company REE TOMOPRES HMSO CE EEL SR 4RBBE AMBRE TOORED AERBICSD DK MFOWRLEHRDTCWNRUSHO BREIL KSRHOF BOARNICSBEOVPADLUL ERE AILHMALTHAUCE REET a b MHC BRHFZAL BEOBAIX KSRKBACURY HRARACH OLY BERAT H TKY BESNEMEHCHIEENEY LEBOCELEL TIE c Rat HEY RISMHORMRA WebC E d tOBMST SREBWINGATS OL e RESER SERALES CORE RAL MM REM AST OWOToOamTLUCHHENS CE RU f ZESDE SF SFRORESRERUCKAL F59F AACE DDD SPA CHE BT SNSZCLEERET D EAEE SRREEMICMAS HIM BERMIS RELKF EF SREOMAIL BIETA 9 2 Facfeaklt a MmAROIRAICKENKAAS 244 AMI b MRMOSHLEL lt KISH ERZORBTTAS BAAR SSEMES VI CREJ o ch as AA FEAOMMRUG EAIL ADREG EDE EA A h ALHMROD6 WSHNABUAOMR MASNS R Ek RE REORMA REORRAGZSUVUICAEN ZOWREESWMRRUY ERAZOAMAIBASEHNS 9 3 REE PIC MmRISH EAIC BME OMARIO ED SRAENOPMAMOKR SNA BEIR A R WEEIKLI4 T 4 EDERA ETE Sih OA MARUVERICMA OO SRR TAS eA SE TOPERVUAAORMEERMSC EMMA BOO ERRUEROKS TC TEORARIBICKY a ZE L PHAOMRMELSILF EAICOS BAL HK KE BRE HARUEBNCAENEOL CORI BI SMmeE ORME LS IEREXRBOSTORACUS FEY ERICK SBBITEROSD b
32. 11 75 AY1301 8Y2402RU7 BADILARA ARAw CFC 11 12 13 111 112 118 114 115 211 212 213 214 215 216 amp U217 HE v REACHIR MEU AR Race SAL GAT OMRCHY REAHO EEX aR SMNTLSA REACHO A BEXVI CADE HMPREN TUS WME vi MEA WME OBARUSRESOMMICAT SK 2 DHEST SB BRELEMA Mit vii BEA EI LMROKAPEAMISHAP EM CHOLBAL Ted DHE KY BENKEPEAMISHEAPEMC HOLE TUS MHD AMIS SUT EOE AA HIB X NCWSILF WS RISERMASENTUBUCE SHR Fh EEL EHOSTOMEBILDE BEICMERIt BE SN SM MANO SRIF MR RISERMOSAaILNT SMBH ARENTHSCEICBEMSR CARY ILAIBL BEACHERELEBAIL CORY CHL BREDSOBRDH OLGA SEI KAETERBOBA Ena ET SABMCME ROR OIE BERRE net lL AIEMBICROSHBRSNSMA NF HAM SERLMAOce SMR ERKEND TOMonS DECAY SRR TAO ERT 4 RU HEE HTD d BHASENnSBAWIYKR AYELRUVUEFHIAY A AY EOE AAENRBOMARISHEST 3 AMI 45 Mac SM THOS ERE TBE AENRBICRISE His SNSMMOWTHE BEATE LAOR PRENSA EM CHS EMALIE EARI AE YENRAP ERISA SY EI CHSC ERAT DERD KE ARILAR EUHG2002 96 EC 20034 1 27 Seller the goods are likely to be shipped or to or through which Seller otherwise has knowledge that shipment will likely occur including but not limited to E U Directive 2002 96 EC 27 January 2003 the WEEE Directive as amended and E U Directive 2006 66 EC 26 September 2006 the Batteries Directive Japan s Act on the Promotion of Effective Utilization of Resources and or any other legislation providing for the taking back of such electrical or electron
33. 6 SRO h ORMIO2ZFRILSEU THA SS A OMB E FA HRANE Pike PERRI bIt She LAT CLE BS HREP GEL WEDS Y KF YTRE AOT REIKCHERULDPAL HR2FHORIMARIIC6 FAZER DNT BEORRORESAIM SAGES AME LEAC Aa o LDF BRITE OTE GE BSAMATS Wax Ban Mis MBS COLAReS FHS RARE BI SZtOeL BSAICBEIMBRL 4XLTBOBA OMSFeERPLHSCERK In s ean ZH L fet 5 condition all Seller owned tooling required to produce the goods and or the replacement parts and shall not dispose of or sell such tooling without first contacting Buyer and offering Buyer the right to purchase such tooling Seller s obligations with regard to any Buyer owned tooling are set forth in Section 4 Buyer s Property No minimum order requirements for replacement parts or other items shall apply unless the parties mutually agree in advance and expressly in writing All replacement parts purchased by Buyer shall be subject to the terms of this Order 3 DELIVERY AND PASSAGE OF TITLE 3 1 Time is of the essence of this Order If Seller for any reason anticipates difficulty in complying with the required delivery date or in meeting any of the other requirements of this Order Seller shall promptly notify Buyer in writing Unless otherwise stated on the face of the Order if Seller fails to deliver all the goods and related documents including but not limited to drawings Spare Parts Interchangeability Report SPIR certificates manuals and quality documents and or complete the service
34. AB BRNILROSBA CHSZMRARUT EAILMET SE TOMA HH BMRUY ER RAH YRA Vb pHAzm HH TERURAN MIE OR BARUMRARMISCEACE b MAHYAL A ENRSILMET STEORBRURORARUERES fet SCEMCES BA TR BRMNISBUOKRBEA HATE RNILTO TRAD MMICHWCRHENS G A GEL BMABELTC i RABYAORERU FENDE HOI HSOSSBHETIVRARURECE EL ii RABAAAS BAUMAN CREJ Ohl ATE SAORSENMSE OIL HOO OVER PT UHHBE HL KLEEF RJA RBELORMAIIC KY RABY ZPD bBRMAEBRICSTOBMEBSICSILET SO EABGENS SEBHICHLC RABAAMERLO WREDBE LEA SEL HME lt BWICGAROF MET BIOKRIRMIC KY SEKAI ataram BORE BERMISRENERIC S Dang TRIEDA cRAHSAMHIM LEGA BE REORESHNIE B t4l lt tb EOMESHOMBMSIL TOBZBOES MBRNIL MA SRAM SBMSHS EMTS BES CHILHAST SHENILTOPRHEAAOZBBZIIVE E EEDI BAHAI KSREOHR RARUI ERMI Y h witness point MAEMBIIHRANTWISG REDRE EXGHERAAT CRAB SANK aad OD SAIE YURE REXER Y k witness 14 competent Inspector s release or a written waiver of test inspection witness point however Buyer shall not be permitted to unreasonably delay shipment provision Seller shall notify Buyer in writing at least 30 calendar days prior to each of Seller s scheduled final and if applicable intermediate test inspection witness points An Inspector s inspection approval or failure to inspect accept reject or detect defects by test inspection witness point or audit shall neither relieve Seller from responsibility for such goods or services that are not in accordance with the Order requirements nor
35. AY ATLORMIGAUT SEO SENBOOPU BEB ER OMAHA RAT OA eTEO MRICS S KIROSCE FOWRBENDHRHBEICBWCHESH OD HASAMMNRSH CAS LERENI ScleEMCES GEE RENHBYATLRURET FLEAS 5 eS SACRE HER LL a AEROBIE 10H b AERA SN OHI acm SNe HEIE c RICKY ROSNOMHOIS RERO ISU SRT FeERERUTOMEOMRICKGT Bo 1 3 HOJI KEABRRHICBISHMENS Wind BEVCRE EO MBRSCREKRe BMT O D BAGESRIHCOF SBCERERE SH SOD Rit Mid m AEtL lt SRE ORMEALTWSA KH 15 create a potential safety hazard or unsafe condition pose an unreasonable risk of serious injury or death contain a defect or a quality or performance deficiency or are not in compliance with any applicable code standard or legal requirement so as to make it advisable or required that such goods be recalled and or repaired Seller shall promptly communicate such relevant information to Buyer and promptly respond to any requests for information by Buyer relating to the goods considered for recall To the maximum extent permitted by applicable laws and or competent governmental agencies Buyer shall have the right to determine whether a voluntary recall of the affected goods is warranted or advisable a Corrective Action Plan If a recall is required under applicable laws or Buyer determines that a recall is advisable Buyer may request that Seller promptly develop corrective action plan s collectively the Seller s Corrective Action Plan which shall include all actions required by applicable laws or regu
36. CEMCES KEL RRO SHMARIAISS TL Amen RIAnonkyaR ILG EAIZDUTIE CORY TERU AIEROME T MLANTNNS 11 4 RPRIKAR SH RED OOAMROPRAAUMRY BB EH amp fal 40 7 WARE CO AR PRAM ELER THEIL SI a SRB AIO RICE ERA IEL b A EMO MRA OBA ESET T OL OIVWREGEDERES KREABRRWICBO lt C MA G EARILHBRICA DD DTRIAIL ELO EMMEDE EE T FP c MRS NEE RIC MET DETO TRK amp AR FS REMSOMROBRAGIMRY AERORITO RAT MISKEMOMRREMS lt TEL SCOR TRACER ETHER SRIERILDRCHSOD on CREL CHR ENKE TORAH AM ERETO ONBRUBAMZENS GOVILFl6RIC EBT OA EOAME AROS TEREST 12 MARUR 20 12 1 Indemnity Seller shall defend indemnify release and hold harmless Buyer its Affiliates and its and or their directors officers employees agents representatives successors and assigns whether acting in the course of their employment or otherwise against any and all suits actions or proceedings at law or in equity and from any and all claims demands losses judgments fines penalties damages costs expenses or liabilities including without limitation claims for personal injury or property or environmental damage claims or damages payable to customers of Buyer attorney s fees and breaches of Sections 15 or 16 below arising from any act or omission of Seller and or any other member of the Seller Group except to the extent attributable to the sole and direct gross negligence of Buyer Seller agrees to include a clause substantially similar to this Indemni
37. CHS CEH DCW SAM LSI SHANA ELTA EER TA DD ii BICKYROSMSMAICE UT A KERR T EPAI RB AKEAS WSR HNA TSCA 15 U S C 26001114F SOR MR RTLH TSAI VAY bY EDMAN SILFEWMROUAL B ERSE P L 92 516 HIESHEBAILMIENR C KIRE 25 as the TSCA Inventory or exempted from such list under 40 CFR 720 30 38 B the Federal Hazardous Substances Act PL 92 516 as amended C the European Inventory of Existing Commercial Chemical Substances EINECS as amended D the European List of Notified Chemical Substances ELINCS and lawful standards and regulations thereunder or E any equivalent or similar lists in any other jurisdictions to or through which Buyer informs Seller the goods will likely be shipped or to or through which Seller otherwise has knowledge that shipment will likely occur b Material Registration and Other Documentation Seller Covenants that each chemical substance constituting or contained in goods sold or otherwise transferred to Buyer i is properly pre documented and or registered as required in the jurisdictions to or through which Buyer informs Seller the goods will likely be shipped or to or through which Seller otherwise has knowledge that shipment will likely occur including but not limited to pre registration and registration if required under Regulation EC No 1907 2006 REACH ii is not restricted under Annex XVII of REACH and iii if subject to authorization under REACH is au
38. DESH Bo MBO e obar AIEXOLSRRL HROBT ePILTFSCEMCES GE FEDORA ESZA LH BA Ema HESNERRICBLYCHEREGILL TOETAOERE 5 UID EDBITOR DIRE LT tH RRRRUBSABUICBBL RETo BE DS5ODBRBMH OLGA TE BRK FRAO H HB MILO EAILAT SRBTOMAIERBRUE RREO LERTE SRBAEXRSRU Pia ZASLAL SEARS Haste S RE F IESHNEEROSHARNS MILDE SIL OMAOMHAK FARUMGRACHELESMBMIC KY WOCHEILE WMEASTSOCEACES GEL HESHELAMAOMAKX A r kTt HI o FE CEAT SFOR THANE CHILES ARAOS RICAS A ETORRKIT DUITIL 6 1k AD SHICGELMTI 11 HRR 11 1 BERAI ESER BES TEISMCANMTS CEILEY WOCHEKEXOLSRRIL BMERRISC EMCES KEMMNBRENKEEA BEDARA ISRIEMOTRETOSENOFETICKEOBRER MK E ERUREL 6 1KICBOEBOSNSBAMICARL DD BEOTEILMT ORRIN SIOBAUA AER OARIMDEBMCHELTISZE SERS CSTE TE ETS SHMGRRBAIL COSMET S RES HR J F1 LAORBAWECHSETOREMIIVE E FISK SHERO RBG Vik 14 BUA SH TAA FOCEILEY MR CHRRI DELAT SO 11 2 BRAT KIER TERILTOPRBRAORAE HA DO TORREK EDILA KSEE HE ARIOOB ALLE ERE TED a HE SNK HAXE ESEA CROLUERMMAIC BIT LEA b FROEReGBY KEMBORUICHI lt TOBA EEI LTWSERBEMABNICFHETT SA c AEE MEORMCETLENOKBA BEI MESTER DITER FRETS CBATSCEICKY REX DEBRL MeARTSCEMTES HERRIE E 19 terms of this Order Such termination shall become effective if Seller does not cure such failure within 10 calendar days of receiving notice of default Upon termination Buyer may procure at Seller s expense and upon terms it deems appropriate goods or services comparable to thos
39. E RUSBERBOSTCHL AAT FEST SoKIBRLECERARHILHBTS REMOAS WERELT BEL BERVURETI TFOMORRK BMAD FeEBTISCESHERT SEOIDERHS Othe tis CORE SSI SiS BRCAI TE TEJE ASARU RLHAFALIC AT S SCORE KEA ERIT AEA k UR ERE AA E KEE EBPTTOtLO CL AERBICFHEL BAM SRBC RESELLY FREER HALEY TS Ce BMELT WARSAICM LTH BE He Mods ROR RISAMEMOKRSeTOKY WL EY BOTY LRN 15 AT 15 1 RRA AENOBSGRRELT THEIL a AIEMBOMRE COMM Y CARILAPDIOMA Sh Sf TORE Gali REE BA acer A RAB RKIALL HARSH HH SBRUERMO mis REICBT OtOGE BA BR EAR IN th A BBR RISHIAO AZ ZR AW HE BEB A EVOA RB HARISRARVETOBAEMT T NEICKDEHE SHEEP O HBROMAMAEN 6 MBENS ETTOCEBIC b SECTORS NEE ORU ABRISFEO 5 Ate BRAIN GEL IES RT UOKREICKUC MBOUV EARILR ICS ST SVG E MLC SBI EN ORE MOREE ESB BRDARUAROKEBAGENS FE TIS MERBICSUCRAENS ARH eld fe Rs CRMA ABA RRMRISERMMCEBS 24 circumstances consistent with all applicable requirements and generally recognized international standards As used in this Order the term hazardous materials shall mean any substance or material defined as a hazardous material hazardous substance toxic substance pesticide or dangerous good or any other substance regulated on the basis of potential impact to safety health or the environment pursuant to an applicable requirement of any entity with jurisdiction over the activities goods or services which are subject to this Order Seller agrees to cooperate fully with
40. ENSDSS COMME OMOEA BENT S KELL BENET EZITSZCEDCES SHOR VATI RISHWUORBIS BEOMPBIIILE ENS BPENDBKEICHWCHRRESNS AEI IL kYU VAIRISMWOMBEREICHRI SLAB DHENE BENBODEMBEBTICMN LCT ORT eA CESKI MASH SRAICHY SEMI SH BRENDMRKMNGEANS LeEHARTS BEIR HAS MS KE NISHA KY BPENREFAIHMEORREA WMERDOSNKIGAR BEIM SRD 5 ABARBW MEBRL BELRCOAME MUA EIR FS s DIZE ROBIIDE BRCHHAAS a AEMSICMBLCREMRESCAIE COMRTO EDSA GS ARAN RUDHES DUNDI ACNOAANILAE BNE GERLARICSWT H7TRILPROMRS IO KYRSNOMBH FH KA RAAB TTLERRUVATRCE THOT Fla Be 65 TLARLAGORMRLAUAI METS A tho StR na RAAEN OX th MLT TRE BENTERULBBE TSO BTLTWSCEOMUGHMeRHLED OBA E Elk AMNBOORAMICKHWTC BHERILAHRERS ME CER SMRIS MORLEBRTSIEMTE Bo b MEROWTHNAOMAMEAT SNSHICSBM X IE MILSBPA RU RLBRI OD SREATH BRL SRE Mic UCOKRKRERET SCE E ABRMeEETT OROTARA MIRO ont Arist GRR RRO FAA HSK BH SRRUDHECECH OT SEILER SNKLARM SAERO RTI EL TH ER ERRET SAIC RD 2 remit the required amounts to any appropriate government authority including but not limited to income tax national insurances employees taxes charges social security costs levies and contributions whether or not they are measured by the wages salaries or other remunerations or benefits paid to persons employed by the Seller or persons providing services in connection with the performance of the Order and the imposition of a similar obligation upon any supplier vendor contractor representative
41. ER 8 information data tools materials drawings computer software know how documents trademarks copyrights equipment or other material furnished to Seller by Buyer or specifically paid for by Buyer and any replacement thereof or any materials affixed or attached thereto shall be and remain Buyer s property Such property furnished by Buyer shall be accepted and used by Seller including its Subcontractors and the rest of the Seller Group in AS IS and WHERE IS condition with all faults and without any warranty whatsoever express or implied Seller shall use such property at its own risk Such property and whenever practical each individual item thereof shall be plainly marked or otherwise adequately identified by Seller as Buyer s property safely stored separate and apart from Seller s property and properly maintained by Seller Seller further agrees to comply with any handling storage and other requirements provided by Buyer for such property Seller shall not substitute any other property for Buyer s property Seller shall inspect Buyer s property prior to use and train and supervise its employees and other authorized users of such property in its proper and safe operation Seller shall use Buyer s property only to perform this Order or other Buyer s orders and shall not use it disclose it to others or reproduce it for any other purpose whatsoever Such property while in Seller s care custody o
42. EROKSC TEORAR FAIS KY a BEML BRY E AOR H SHB ADEBSICBETITOLIRO RITFHAOWUMOEB RILAIENRBOSTCORAIBAT SMMC ORME Bs ILITI kI RODD b SCTORMESIET OD Bik Wm MS EAEAKREMEOSZTORMICMASHSE OLDE twCSD IDRA ETORRERA M4 HA HBA FRARVUAMMERAMLEOmoOv EAOBETICRZST SBAGE T DUTEA lk TEARS SO c MILOLSRBRIL MEBRT Bb d SRMANILH EXAOLMMIL MBE HBL ind OD e MIRRECADC CES AEMERY WS CEMTES TEL EHBNILRReET oka B5ORRORARHC AEXSAOWMACHBT OK OI RESZEL 3 9 amp 9 1 HEIL TERCERA TRA OL lt LA Bia RAOWSTMIKVRRENSMICMDHST AKERS CHO SHHENSSTOMMRUY EAICDE a MEMS WAG SK PARIS DDD RRE ENS OWMRELBSOBWCE RURE TMH EO ORES S REN AITIL TENE OO HI DRABET HERD OUOBAUNICSRBBE A 17 Buyer s failure to pay amounts not in dispute under this Order or an act or omission of Buyer b new and of merchantable quality not used rebuilt or made of refurbished material unless approved in writing by Buyer c free from all defects in design workmanship and material d fit for the particular purpose for which they are intended e provided in strict accordance with all specifications samples drawings designs descriptions and other requirements approved or adopted by Buyer and f provided performed in a competent and professional manner in accordance with the highest standards and best practices that apply in Seller s industry Any attempt by Seller to limit disclaim or restrict any such warranties or remedies
43. F SCEATE b WINOSSAL RRAWO MA RSLs RBIS SS IRO NIB lt HREFMMEOR 41 either the best evidence rule or the business records exception to the hearsay rule By placing a name or other identifier on any such electronic message the party doing so intends to sign the message with his her signature attributed to the message content The effect of each such message will be determined by the electronic message content and by the Governing Law excluding any such law requiring signed agreements or otherwise in conflict with this paragraph 24 PERSONAL DATA PROTECTION 24 1 Personal Data includes any information relating to an identified or identifiable natural person Buyer Personal Data includes any Personal Data obtained by Seller from Buyer and Processing includes any operation or set of operations performed upon Personal Data such as collection recording organization storage adaptation or alteration retrieval accessing consultation use disclosure by transmission dissemination or otherwise making available alignment or combination blocking erasure or destruction 24 2 Seller including its officers directors employees and or agents shall view and Process Buyer Personal Data only on a need to know basis and only to the extent necessary to perform this Order or to carry out Buyer s further written instructions 24 3 Seller shall use reasonable technical and organizational measures to ensure the secur
44. IRAL RERUTOMSSHMLTNSOMEStEL lt S SHR IIL TEOMMAMEeERLTULE SEL c B EBOUMMME FEL i BENDZHICKSS RIORBE LIC FALECE ET SMR FAIZ BEBOMMMELHMAUAEY EOR SIR ACAD Inte BEI SABRE BOMHN WEI D A 47 S SRAIABA WATE HOMES S RAIL DD 4 LVAD IT LY AMS enaelt MEE SEL ii FEBOREB RLMAR SE BEX WL RISBELRBCCMRLEY iii F FPvy AYIDKUITPRCHBEBAMATSZVIKYUTPTAL C SHRELREABOMAT SHMMEOHAICKAT SY DOLLS eEARSEMBICBO yak EZITA ATY UTILG SEL dd YZ RDI AEMASTEOHMMECHSIVE a 4 VYIKVUTPRMLEVIKVLY F aAAY TY a VILA D4 Ste FAIL BET SGA BERETAN L SwIVEA F VIKVTPRVVIbFVIS FA AVIT V4AVewALl HRL BEL WAEN HEL RILTOMEDW CREF HERTA OEARIO MRE GE W TRE RERE OP VILT 4 ZOJA KEREN TEAS BEI KSZELO RE CD yDGyTFI JYRI T2303 YF RETYaUVIGyTF BE O TRH EHE EFSEVILVLIPMBENSMMRLY EREAREN SILROSREKRLEBA BEMISTOHELEAD AK YIKVIPFILVPTRAT SDA CHeHATSEOII Y BMRA SH LEELTH 4R MHEAL Fo MABAOMRL AERBOREBOAILBMITS SHI BEOBRMHOLBGA REL BCOBAA fo RRMPORPOBAMBENS T STOVIEYD r7 ADV rAKA K YV AA K Fa AVYFI VAVYRUENSODETOEROIE MWBEN 2 EREMSMCHABLEBRMICKESIAZADOA RHIC BOX SBEMHELELTAVA LT YxrvVhcCwBRT Bo 5 Bina a 5 1 REXER lt EOKA a BET I IFOB RAEICEY i BE ii REOMBSHRNIE iii RENICREOMEBSHOMEAMA ALLET S 11 ii an Affiliate of Buyer or iii a customer of Buyer or a Buyer Affiliate each a Site for longer than 10 consecutive calendar days or 14 cumulative days within a fis
45. MRLE AEX ITHOSBASCHEMMRIXLY CAICMES SIAR B EDAHMECARENSEDERS Ik CHISBEE EMOWORRAMTENMTORELTH MHTILE lt A ELORE RME CT HREL RERLTORE SHIR eENS TE ADDR LHA BAIS A RS BERUR DONATA AT VIL TA RBDIOGIIT eY RARE JEI AER RER UVINRERHS A 35 sublicensable right to freely use copy modify and disclose Seller s disclosed information 16 3 Other NDAs If the parties hereto entered into a non disclosure agreement NDA concerning pre Order negotiations the terms of this Order supersede the terms of such NDA with regard to all confidential information disclosed under the NDA unless agreed otherwise by the parties in this Order 16 4 Publicity Seller Group shall not make any announcement take any photograph except to the extent strictly necessary to perform this Order or release any information concerning this Order or any part thereof or its business relationship with Buyer to any third party member of the public press or any official body except as required by applicable law or court order or as authorized by Buyer in writing 17 INTELLECTUAL PROPERTY INDEMNIFICATION Seller warrants that all goods and or services including software provided and or utilized pursuant to this Order whether provided utilized by Seller or a Subcontractor will be free of any claims of any nature Seller shall indemnify defend and hold Buyer harmless from all costs and expenses related to any suit claim or proceeding brought a
46. O 20 MIA AENESONRAIARORMA HOA HA FASE LEAL SATIRDA ZE LEBAR E RIXE BINA DREEREIYVTJIY F RUD I IAORAE BML CHIE BRENS THEBUIE 1999 RW BEECHER AOMEIL A XIRKA SNL EA Ak o RARA EO E D hH FORY DAGOB EBtE KEXOLMBMNIL ROR TERM SIA EA LEY 21 OBRR AEXMICMELT MH AEROFE REAR MO RISARICAT ORBMNSENS KEELE BA BROFIL AAICBIOSRRENS a MAORBAIOAK PIL MIE IHILHAT J Bh Be UFOBA SRBA BROMSRRAVLUA CICDR DHT AFRIKY COHRMPRRF MR SF OR CAMERIGRA KRRBOMSFICMT SICDRA VIFTVIORAIVUCEYBESNEAD CGELBRS amp http www icdr orglc p RO RRM SRR RRO A AMSRAOMSICMS SICRALY ITY AAA LES 40 b In the event the total amount in dispute is higher than US 100 000 00 One Hundred Thousand U S Dollars or the local currency equivalent the parties agree to submit the matter to settlement proceedings under the ADR Rules of the International Chamber of Commerce ICC At any time after filing a request for ADR Proceedings under the ADR Rules the parties may refer the dispute for final resolution under the Rules of Arbitration of the ICC by one arbitrator appointed in accordance with the said Rules of Arbitration provided that any final arbitral award shall not be issued before sixty 60 days or such other period as the parties may agree in writing from the date of the filing of a Request for ADR Nothing in this Section 21 shall prevent or restrict either party s ability to seek interim injunctive or emergen
47. RENSZSBUMES ROPER aS ASD FAR RRO ODI DRE E lt lt BKABCRITAN HAYS GES SRAME 4ACORBRAHCHEAT 4 GEL ABVERURT BI REAR YILSEUCEOSMABABIC BEOMECHS BOMEGRRAETTA HOAKCMUIILTOBSHE L ht BSOMECILARLTREILABL UIC HEEJ S DIREIA BENABMEICOEEO ERRO RETOWOEOSEGTIS BEL HOw He BEOMEORBELTIEBZS amp EL BEL EEO MENDERATZE CHeERAL TOMMNORER VEHILDE TOHKZRTOMABMEDBOONKERA HeMNRM KETA GEL AEMEOMOBEOH REBATSEMILCODABEOMESHEATSLEODEL HO BHWOEMOIIONeHALEY B EBICRRLEY BRLEYLCUEEZSQL REL 4BRUMHECBE R SMICMEL CHS CHE RBCORRORRAHCR LL WDASHRICEHCST BEFRRERZMAEL T bE ELSRMEORMEBRICHAT AMORE BCOBAAHCHRL SRKUMESRIRMISMRLEGE Alik REOSRMILCKSBMICGHLY BIC CH EBA SOD BEGRHATS SRBIBMSRROWA THE I BOORBARHC 48M EtA DALAI E A DRRE AHEM GHAR TAZI akh FR L EISI ET 834R EDA t hY ARABS RHILBOFHKMSNSMROMSI BBLCHASNS Sethe SHIAIR IA SRBC SASH DRET SHREKY KRICRBEY KICSWCHET b 4 2 MAME TRE Cid HOM SHMHMERU EOMELOBAEUS HMA SVAOSHA FAA FST FSET MRE RO RM TE AK Hee BOR BH MRRMRLENSEOMME UK ILBABMEOS INDE DUIF BH KL F KFUAZRRUY EAY DE THOHOBRRUSRABESUILE RMS IV Fa 8 YIbKUITS F FRUTF 4AR ARESU 9 registrations and applications for registration therefore and all rights in trade secrets computer software data and databases and mask works a Buyer Intellectual Property Buyer Intellectual Property means i except as set forth in Section 4 2 b below Intellectual Property for all go
48. RESRMCABEHN FOEBIC FET SD BMEnNSRRlS RESETE Y HEM D DAAARAIK SLURRY FACES 2 PRICES PAYMENTS AND QUANTITIES 2 1 Prices amp Taxes All prices are firm Seller warrants that the pricing for any goods services shall not exceed the pricing for the same or comparable goods services offered by Seller to third parties Seller shall promptly inform Buyer of any lower pricing levels for same or comparable goods services and the parties shall promptly make the appropriate price adjustment Seller s prices include all taxes fees and or duties applicable to the goods and or services purchased under this Order provided however that any value added tax VAT and or similar tax that is recoverable by Buyer will not be included in Seller s price but will be separately identified on Seller s invoice If Seller is obligated by law to charge any VAT and or similar tax to Buyer Seller shall ensure that such tax is invoiced to Buyer in accordance with applicable rules so as to allow Buyer to reclaim it from the appropriate government authority If Buyer is required by applicable laws rules or regulations to withhold taxes for which Seller is responsible Buyer will deduct such withholding tax from payment to Seller and provide to Seller a valid tax receipt in Seller s name In addition Seller shall be solely responsible for a The payment of any and all taxes duties levies charges salaries insurance premiums and contributio
49. S T HBS TED SD PEL EERBVRMUNETS SAAR RISKAICDI SRS LHMRES SBA LBV 4HBBSAMRLALRS b H51 BE AERBORMMMCARENSA HA BAPZHMCASBLEBRICEWUT REMBICBO lt CR palate ee aa ed ee dee ed ZELT FEE R EE gl eae H At YARBA 0333 O BHAI K SESS BIEMTCES HAIL Hh AAIRO75 A BIT SLAF vy NEBRIA 2 5 O RAEI K SEIS ABA SH amp FL FABRO10B BIS SHLAMTDNEBEICIL 0 333 BH ZHI kRAS c MER SCEDMRAIIKL AENRSBSMGDS ARS NEITMAE SEY BEDRRESILATLESS MK SMTA RM ENKAERBRSMF ECHO Kina REL CANFAS ORE SRIERBOMA DBEWEDOERMICEMTE CHITHATSBEICLS SCHL ORES RBTOREL BESKR TE Id MAERSK SNR CRLE RIT oR a D DBALTWOCESRETS REMAEREO MA ilo SUCHE CRRHICABLEURY ODRA MiBK EBON RE KAXEX IXE HLCIERMICHIS RENSRHEODHBSHMOREM SREOMESHIOM LTA ETOR E OHE LD CEITICEMCES KEMBICHWT IRER E lk BH CHOD BERILERMOMNTA SBC CHET Harthi WTHNAOSSAERET SA CHIC MECENSA CNHEKMORACPICHOA HHA BA Sit i hH Vy 7 ARBESHRILTIL FEE BLD 6 2 3 Guaranty Buyer reserves the right to request Seller to provide within 15 calendar days of the date of the Order a parent company guaranty from its ultimate parent company or shareholder guaranty or equivalent guaranty in the form and substance provided by or at a minimum acceptable to Buyer 24 Quantities a General Buyer is not obligated to purchase any quantity of goods and or services except for such quantitylies as may be specified either i on the face of the Order or ii on a separate written release is
50. SANMETEORANILED RUT IA LORBA MMT TRA BA eS TES TEIR EOE EZT BLS FIDE HPICUENT4 AaeBACTRHETIL FOBKACAMAICMEST SA tT IL FPOBMEICAMANADUWAY ERBHOSTE MARE REOHBSHtL lt ETN OOMEORY F T IADPSIRARBOS CEILEY BOMEROAT AeRHLECE RUREMREBRVAICHSIC ELY 4 KLE T IL POMMEBICM LEHOAZD uLU7 R ARUARAMEHMSNECE ARIEL RATS 5 2 TET I POMMAMAM AICS LT MEEO WC AENMBICBD lt BHO MeABILEBA TE lk a RET IL PORMADEGERAEC b ZE 7 L FORRKAOMEODISMIL c EHBSHDT TERSTET L FOWOBKAMNMA MISRACT SH at EXILE CEAT SRL ORKA DE LARE 12 any and all claims demands losses judgments fines penalties damages costs expenses or liabilities which may arise in any way out of a injury to or death of any of the members of the Seller Group b damage to the property of any of the members of the Seller Group or c any environmental claim of whatsoever nature emanating from the equipment premises and or property of or under the control of Seller and or other members of the Seller Group however such injury death or damage may be caused whether caused or alleged to be caused by the negligence of any party or third party the conditions of the premises or otherwise 6 CHANGES 6 1 Buyer may at any time make changes within the general scope of this Order to any one or more of the following a drawings designs or specifications where the goods to be furnished are to be specially manufactured for Buyer b met
51. SHMD mF RAT SOBA MERDA ECNI amp UBS EAaENS a HA N6RBARERILH MEPER SE MET KD MEEA TE Ik BOMBEOHRETOMOEOeBTLEDOEY A HReE LCECSELSCTOMERTOMOBSBNE D OABeERSEeER CO AEYO RHRELIAT4 LBO lt HOMAMECSCLETHIS 3 3 MmAMDE LT RIFBEICKYNDVAAIIZY KELTHHENSEMIMSISBSEN SBA BAITI REMBAT 4HWROSHRKERAT MA LEKHMD ORE Baar BOM Zity BELEK SRAORAIC 4XMAORESCBMAtL 4EKBOIDUST HN OBKER SAREEN WTHOBRKERA BRIS ENTWE WASH SAIIT A EBOMI SRMOMAMAMBte HISD BENDSOBMMNHOKBA TEL S i A Ot ERR LIMA AMS eH 3 3 4 BR eA OMMORMAICMEL Tit SEIS A ENS YVAF LAOREISGE HB Fie Rik L MHA RSSOSLeEMRAY KEIM T SO BHA YROB MIS RERUCAAOSBEL Thik 3 4ST OMSK COMMER T OR ERUTREDHAAD MTCC ORARUEHES MILERS FEE 7 Buyer and Seller who have knowledge of the transaction Order number Order line item release number where applicable part number detailed description of the merchandise unit purchase price in the currency of the transaction quantity Incoterm and named location and country of origin of the goods Furthermore all goods and or services in any way provided by Buyer to Seller for the performance of the Order and not included in the purchase price of the Order shall be identified separately on the invoice e g consigned materials tooling free issue goods etc Each invoice shall also include the applicable Order number or other reference information for any consigned goods and shall identify any discounts or rebates from th
52. STORMS SES SOA SRMMMNLYH ERAEREMREBOLTOR IDA SH EOT ME GHBeRCOD COMBA ETORRERA MHA ABA FOR UIt dnie MMLEDHOF EAOBEBTICRGSBAGE G5 UII SBM SGHBIXL BESAFE c Skim MidF EAOLSBRNL MBeBML Rmt OT EAT 5 PE Rime nkwmt lt LTOMMREBET SMEG EAILIK EI EM OREO REED SN COREL SHORUEORRAE RISE RRR AA ADISORVACTS 18 period being the greater of the original unexpired warranty or 24 months after repair or replacement 10 SUSPENSION Buyer may at any time by notice to Seller suspend performance of all or any part of the Order for such time as it deems appropriate Upon receiving notice of suspension Seller shall promptly suspend work to the extent specified properly caring for and protecting all work in progress and materials supplies and equipment Seller has on hand for performance Upon Buyer s request Seller shall promptly deliver to Buyer copies of outstanding purchase orders and subcontracts for materials equipment and or services for the work and take such action relative to such purchase orders and subcontracts as Buyer may direct Buyer may at any time withdraw the suspension as to all or part of the suspended work by written notice specifying the effective date and scope of withdrawal Seller shall resume diligent performance on the specified effective date of withdrawal All claims for increase or decrease in the cost of or the time required for the performance of any work caused by suspension shall be pu
53. and or agent of Seller of any kind and tier collectively the Subcontractors and each a Subcontractor Seller its Subcontractors and its or their employees representatives agents and or invitees of any kind shall be referred to collectively as the Seller Group Seller shall submit to Buyer the certificate of residence or domicile in the country of performance of the Order and if any the certificate of exemption released by the appropriate governmental authorities of the country where the Order is performed If Seller is neither resident nor registered in the country where the Order is performed Seller shall provide Buyer with a duly signed statement on Seller s letterhead that Seller has no permanent establishment in the country where the Order is performed according to any applicable tax treaty The above mentioned certificates and or statements shall be delivered to Buyer no later than the Order execution starting date and at least 30 calendar days before each payment c Ensuring that any Subcontractors comply with this Section 2 1 and any of its sub clauses 2 2 Payments a Payment Terms Unless otherwise stated on the face of the Order or restricted by applicable law payment terms are net due 120 calendar days from the end of the month when the Payment Start Date occurs where the Payment Start Date is the latest of the required date identified on the Order the received date of the goods and o
54. by acknowledgment or otherwise shall be null void and ineffective 9 2 The foregoing warranties shall apply for a period of a 24 months from the date when goods are put into operation or b 48 months from delivery of the goods or performance of the services or such longer period of time as customarily provided by Seller plus delays such as those due to non conforming goods and services whichever occurs last The warranties shall apply to Buyer its successors assigns and the users of goods and services covered by this Order 9 3 If any of the goods and or services are found to be defective or otherwise not in conformity with the warranties in this Section during the warranty period then Buyer in addition to any other rights remedies and choices it may have by law contract and or at equity and in addition to seeking recovery of any and all damages and costs emanating therefrom at its option and sole discretion and at Seller s expense may a require Seller to inspect remove reinstall ship and repair or replace re perform nonconforming goods and or services with goods and or services that conform to all requirements of this Order b take such actions as may be required to cure all defects and or bring the goods and or services into conformity with all requirements of this Order in which event all related costs and expenses including but not limited to material labor and handling costs and any required re performance of
55. cable laws prohibiting discrimination against employees for engaging in protected activities which include reporting of nuclear safety or quality concerns and Seller shall immediately inform Buyer of any alleged violations notice of filing of a complaint or investigation related to any such allegation or complaint Seller further Covenants that no goods or services supplied under this Order have been or will be produced directly or indirectly a utilizing forced indentured or prison labor b utilizing the labor of persons younger than 16 years of age or in violation of the minimum working age law in the country of manufacture of the goods or performance of the services under this Order whichever is higher c in violation of minimum wage hours or days of service or overtime laws as required by applicable local laws d in violation of the workers right to freely choose whether or not to organize or join associations for the purpose of collective bargaining as provided by applicable local laws e in violation of the principle that workers should be hired paid and otherwise subject to terms and conditions of employment based on their ability to do the job not on the basis of their personal characteristics such as race national origin sex religion ethnicity disability maternity age and other characteristics protected by applicable local laws which shall not bar compliance with affirmative preferences that may be re
56. cal quarter or b involves access by any member of the Seller Group to any networks of Buyer its Affiliates and or its or their customers then Seller further to its continued obligation to take any and all necessary precautions to prevent the occurrence of damage to persons or property shall at its expense before deploying or granting access to any member of the Seller Group to the extent permitted by applicable law and after securing required and or appropriate written authorization from the relevant personnel A Verify such personnel s identity B Perform a watchlist and background screen of such personnel as set forth in the GE Oil amp Gas Guidelines For Watchlist http site ge energy com businesses ge_oilandgas en about supplier_portal htm and C If required by Buyer ensure such personnel undergo medical examinations physical agility testing and or drug and alcohol testing collectively Fitness for Duty requirements subject to applicable law in order to provide reasonable assurance that such personnel will be sufficiently fit to safely perform their duties without excessive risk of harm to themselves or others By deploying or giving to any member of the Seller Group access to a Site for longer than 10 consecutive calendar days or 14 cumulative days within a fiscal quarter or giving access to any networks of Buyer its Affiliates and or its or their customers Seller warrants and represents that it
57. cy measures of relief that may be available under the rules of arbitration or in a court of competent jurisdiction The place of arbitration shall be London U K Proceedings shall be conducted in the English language unless otherwise agreed 22 WAIVER No claim or right arising out of a breach of this Order can be discharged in whole or in part by a waiver or renunciation unless supported by consideration and made in writing signed by the aggrieved party Either party s failure to enforce any provisions hereof shall not be construed to be a waiver of a party s right thereafter to enforce each and every such provision 23 ELECTRONIC COMMERCE Seller agrees to participate in all of Buyer s current and future electronic commerce applications and initiatives upon Buyer s request For contract formation administration changes and all other purposes each electronic message sent between the parties within such applications or initiatives will be deemed a written and a writing b signed in the manner below and c an original business record when printed from electronic files or records established and maintained in the normal course of business The parties expressly waive any right to object to the validity effectiveness or enforceability of any such electronic message on the ground that a statute of frauds or any other law that requires written signed agreements Between the parties any such electronic docum
58. e teas MEL OER RTA Ri YIRT SOMO RTARE L lt IRE ENDOME L lt RME N ME AEMESCHESNSMBZA BATS BA WH HW RISB LEWCEIMABL Th RET b KELL BASH SRMMICA ST SEERA ETT SBAIL COMY CHL LHOBRBIL 1hO QLHRBOEK RT PRRCLMRORIIC6BUCLE TS a EULA DSENDIEM STEREO L i HIM SPICER SiR EUR 232 201111 kU RESA EO KE SIME HE SNLIBSSRBIEC 428 200796 EN 4 SHOE BESHE LLURAORKRHLAEATE OM AARNE SMHS oO PBS LARBE OSL RU ii SRtEOMM MARC HANES SRARIEC 428 2009 EURA 1232 201112 KY MIESH Z 33 country of ultimate destination designated by Buyer and ii the export control classification number set forth in Council Regulation EC 428 2009 as amended by E U Regulation 1232 2011 and as subsequently amended and supplemented if such Seller s goods material or items are listed in Annex 1 to Council Regulation EC 428 2009 as amended by EU Regulation 1232 2011 and as subsequently amended and supplemented If to the best of Seller s knowledge no export authorization is required under any of the aforesaid applicable export control laws or regulations Seller shall provide Buyer with the annexed declaration Annex A duly executed by an authorized representative of Seller All payments under the Order shall be conditional upon the receipt by Buyer for any goods materials or items to be exported outside the E U of as the case may be a A copy of the required export authorization or B executed copy of the declaration herew
59. e Order and no such change shall occur until Buyer has had the Rev B Revised April 30 2014 General Electric Company HEDSSKREKILLII 4 7 4 IES LORAN Fit RU UOBR BR PAB HR Ne BHA iB SAA AXIRET SE BEOMBSH RERCREOMSBSHOMES 5SUILAERUREOR SHO MMR KA HER REA RRA RMA RUBRASMHL HEL RATS SRS HO MILHSIL WTNAOSSARLHSEAOWMK BMD KRE OMI AT oA HATSEEREN SNEED SF FOKRERAOUDA SHADE 6 E 6 1 BE AEMBO MHGMAICKLT a Hiss NSEMGANREOK OI HAICRGtnoBa MH i at MISttRB b MAARICMAAK c slit RUSIEAR d BEAT OMEOR e mA T Me Mtg MamRtt EAODHRANILFPEOWUSFHARM SEMEN OCERAETSECEMTCES BEIR SRE Rin Se Cacirl EM BEDOR LSBU CSRRAtEH CMM ENELMRY CH ea SNEEC RAER L TIRE SEY WFNAO BRICKY FALECE ERORTERA SERRIAIE SITIES DIRMSMDT SHA AAEXCO MERE WinPEOQECGREESH C13 AACE THEO was REIL BESEF NAFL OMA ESZA Lt RISHBAUAINTHESNELMIRY MESNI EO EA on ZENE RMR E LTUR REY oA BRAAOACHRICSBOSCEMTCES Kx S IH RI DRRSHotEeLTE BEL REDRAR RS HARE MBS RitMmEVRSIIOS YOREFADAL 6 2 ZEIZ a MMbEL lt KISH EARLENOOttE EULCISHMORR b PRIZE c Linkin Midtker LROBRGRERLBH d KESE WITS FROMAI RX e AEXRBIC Bet 6MmRLH EAZOWMEOSEGREOSCTES MCHAMICARFIMBAMT SO REMNSRRAILOMMR OF ERAAOBEEHMT SOMBER WAN 13 opportunity to conduct such audits surveys and or testing necessary to determine the impact of such change on the goods and or services and has approved such change in writing Seller shall be respon
60. e base price used in determining the invoice value 3 5 If goods are delivered to a destination country having a trade preferential or customs union agreement a Trade Agreement with Seller s country Seller shall cooperate with Buyer to review the eligibility of the goods for any special program for Buyer s benefit and provide Buyer with any required documentation eg EUR1 Certificate GSP Declaration FAD NAFTA Certificate or other Certificate of Origin to support the applicable special customs program e g EEA Lome Convention E U Mediterranean partnerships GSP E U Mexico FTA NAFTA etc to allow duty free or reduced duty for entry of goods into the destination country Similarly should any Trade Agreement or special customs program applicable to this Order be introduced at any time during the Order performance and be of benefit to Buyer in Buyer s judgment Seller shall cooperate with Buyer s efforts to realize any such available credits including counter trade or offset credit value which may result from this Order and Seller acknowledges that such credits and benefits shall inure solely to Buyer s benefit Seller shall immediately notify Buyer of any known documentation errors Seller understands it shall indemnify buyer for any costs fines penalties or charges arising from Seller s inaccurate documentation or untimely cooperation 4 BUYER S PROPERTY 4 1 Buyer s Tools Equipment and Other Property Buy
61. e so terminated Seller shall continue performance of this Order to the extent not terminated and shall be liable to Buyer for any excess costs for such comparable goods or services As an alternate remedy and in lieu of termination for default Buyer at its sole discretion may elect to extend the delivery schedule and or waive other deficiencies in Seller s performance Buyer s rights and remedies in this clause are in addition to any other rights and remedies provided by law equity or under this Order 11 3 Termination for Insolvency Prolonged Delay f Seller ceases to conduct its operations in the normal course of business or fails to meet its obligations as they mature or if any proceeding under bankruptcy or insolvency laws is brought by or against Seller a receiver for Seller is appointed or applied for an assignment for the benefit of creditors is made or an excused delay or the aggregate time of multiple excused delays lasts more than 60 calendar days Buyer may immediately terminate this Order without liability to the fullest extent permitted by the Governing Law except for goods or services completed delivered and accepted within a reasonable period after termination which will be paid for at the Order price 11 4 Obligations on Termination Unless otherwise directed by Buyer after receipt of a notice of termination of this Order for any reason Seller shall immediately a stop work as directed in the notice b p
62. ed to designate the GE Parties as additional insureds and specifying that all passengers are considered third parties within the covered amounts Rev B Revised April 30 2014 General Electric Company 12 1 AE SEL BEDOK OBBOBAGIBAIR FAFEGRERE BERLHEETI TFOWOBKAD EA MICPEBICMASTFSZIEYO EMELIATFAE QD WORRMILFRME 5 UII WORR BR BARA UR ZI BNE BSH AAM_ISHBRE ASG SRItMEELDtL lt SHR LOBE BEOREICRULD 1 Sie REE RISHS RA FPL AARUPLRMILHGK De RIIADDHSRBRKEE LOX BE Biota H ES5UILBFRNICSEOMEBRSHOMME RA HE a RBA RRA KRRARUBRZA XH T H bh BOeHpPElL AHL AAL HBTS TEIR AEM O Ett REL Citi T OS CO PRBHIC A BRIBE REWICMULENAROEOFHRITS 12 2 RR AEXOAMME PRUARAB ES RICE D lt REOR mT y o ETOM TEIR Ym DBE TSH F EAMBTENSERICSUTHR ates enkERSRRSHEBCET KORR E tki T r a EDEKA Y ORIERIERD3005XK FIL RIO RiR ERED SOOAK FIL Ntah DIHYA RA ER CHSB MBBRERRCH OT i ASG SRUMELOBS FALECE lt BRREEMRL FSRHLORMEBSEMSENS RU ii RATS A A BBA RBAE B ZMORRRSHEWO BERU C WW PROBSOSTCEMREL B RV InBASH REBESHRL ARRBROWMRCLE lt General Electric Companyi5 UILZOMBAH BHR REA KBARUGERE MCT GERRBA ZBI RRB ce UCHET SHWE LELO b AHEROBTIHACHSZSCOHAH BLAME RUSHABEMRE L NEDTURER 205X FIL FHOREAAREDI0O0A RK FIL XII h li y SHS CHABZAADSBSRE REAR THoT ERRE EMARE E LCHET SRHeHL SCOBRAMHIESHO RAAICSUT BEBLARENSZSEEMOEAD 21 c _Employers Liability and appropriate Workers Compensation pro
63. enne TCE HS BR BTREBRU BR STRAMESUILEARBRUEARSICAST OF OABENS MMATSCESAHRIS GES HE TELC REARS VHICBROSHR ENS MRICCEV J amp t BE BASHSCEHHRICKYRHSNSS COMES HAEREERE WARES AMRCRAORR CRATERI FT ILEOWMORBRE tTa ff FAAT NS AEABRRHICBOSEREIOMR TEOWBESNSMMILMLTY Ry ABIX BUT DEK EBRUVEDORIEDNTIEANOF Y A BIL Ril CHO CDNIVICWSWMACERT SO JFET DlA SEL CHeEBMCHEICMATS ETOH JAT NORBIRDE TEL TOMMLOKRO RA I SUIZEU XE BARUBEASTEIM L Amn 28 of its regulatory status and any safety data or other notifications that are appropriate in the E U U S and Japan and any other jurisdictions to which Buyer informs Seller the goods will be shipped or to which the Seller otherwise has knowledge that shipment will likely occur g Labeling Shipping Information With respect to any goods or other materials sold or otherwise transferred to Buyer hereunder Seller shall provide all relevant information including without limitation safety data sheets in the language and the legally required format of the jurisdictions to which the goods will be shipped and mandated labeling information as required pursuant to applicable requirements such as a the Occupational Safety and Health Act OSHA regulations codified at 29 CFR 1910 1200 b E U REACH Regulation EC No 1907 2006 E U Regulation EC No 1272 2008 classification labeling and packaging of substances and mixtures CLP E U Directives 67
64. ents may be introduced as evidence in any proceedings as business records originated and maintained in paper form Neither party shall object to the admission of any such electronic document under Rev B Revised April 30 2014 General Electric Company b MAORMRBAIODA FIL MIS CHICAS RA Re MABE MASHlk ABOFERRBRS aa TICCI DADRA S lt RFT SEOE 4 ADRAC HES lt ADRFMORRRLOCt HAS Blk HRHP Ee 1CCO Ha AAU IS HEL ELE SN IAO RAI KS HBAR EO lt RRHRRICAT CEA D EREL RREI ADRF RO His AA 560 ARtm SS SNSH CAS CLEMO Mi AEA L ERIC T nd KROUNDESEDS WINNOASAMS MPRA HED lt A IES SSRIS AT ORHI E WCRITSCEMNTEOCREMMABE ZIMBIO KS MABE RCREMMABEEROSCEEMITEY til PRLEEY LG MRIS RBOYRVETS ARO GEMHOBRERE RFit RICTNNS 22 AKE AEXSOERIMAT Sisk RLF Ik HMRORATAHY DO RECLZIESSAMS 4LIESMCESENKHAMRIFE SAURY TOL Mid BeHMEKSCEIETCERL WFTNNOSHKS PMREABS RHDOWUTNNDEODMT ERO ED o Tt ELTE MRABZEOOMTERHD DHEN EME L Tt E LABAR SAIL 23 FARS THE BECOZA d BE OHERUHKOSTEMSIY FU7 VYLaVRVUETE RSI VL PF 741 IOS SmMsg A BWHOKU FH RUBBTOWOBNOEM SBP FU 7T VavRle 4 V7 74 FILS CHASE CRS naa EFA yr Vlk a TBH ICKSEOCHY b AFITE RAN SAIKC BAZRA TAYU DO co AFOS KAFLE OTRESN HHESNSZBTI T IRIE FARRO DRM SNEBAILILHBEDAMRORACH beai ang WAFA THRE TOMBAS NBIC KSRHEROSAKESERWECC 4E AYR VOMA AMER ILHA Bl ELEC BIBS AS HEF AA MICMES 6 MABSARICSUC RETF RIBS MERTER MH SNSRBL OGRE LT LAGS FRI BUC FHM E LTHH T
65. er assumes no obligation to furnish Seller with any tools equipment or materials for the performance of this Order except as may be expressly provided otherwise Unless otherwise agreed in writing alll tangible and intangible property including Rev B Revised April 30 2014 General Electric Company DATAE HHESS BRAT OBA Babs A mR PS eR CAR ME 1v4 AKADKERUGESME 5UICMROREReeaAT 5 SDI HKREMDT REROBIOLOIREM SCE L AENROMA MILFS ENZWE TOM MILF EAlK KYRICSWTCHMRBETS BAIL athe StL ARUMRRtMSe Ek Veta HDR FAUR RAI OREXSSS TOM OSes amp ara L 2 UREO REAS NEA HD 5 OF5 NILHIRLABOBSICIL BAY RISB WCTNERET D 3 5 SEI BOOMER CORMILCBARERICHRA a me RARE SEET SHAR Mmet ns oO A SECHALT BEAACHAlMEO SB Mm OMAN O eal SRCAEAOMROMMIC DADA BBO FER MLE EEO S a ABH GA I lt EEA OARE EU hii bht Yy DZ GSP EU XA YIOPAIFTARUNAFTAG E OWA eRET OEM DEESMSERE AZI EURIRERS OPRA FAD RUNAFTARERE OWO REBAR GE RE pe FS ART AERIGBASCNORARERSH ABR HES ORTARMAIIBA SH BEMCHEB SIZE YRACHS EFI LEGA THEIL MAARE PER AK xA LTEC AHARIA DIYAR aAA RIX FE SHER EL VER CERA SENSEI BED FEtOEL ABBRRVUABMNR EDAD ARIAT SCEeRBOHS TEL RBLORY eHMoLBa E bRO TEL BOAEMLEREAAFIE ETDD BOOHAMREB ER oT E Irie AS S WORRA Ne BHENRISRAEEREI BIA TS 4 B OuE 4 1 REDIR BECOWOME HICAGORRHNE TEM ANEUBRY REIL AEROBAOKMOIMEAT S LA RENH SEIN aRt ANDIN HCAROSGBMNGENKBE ERE BESZEL TOD SEMRIXOTORM ME RHLOkECOAKM
66. f 0 333 would correspond to a payment made 10 days earlier than the payment due date c Miscellaneous Seller s invoice shall in all cases bear the Order number To the maximum extent permitted by applicable law Buyer shall be entitled to reject Seller s invoice if it fails to include the Order number or is otherwise inaccurate and any resulting delay in Buyer s payment or nonpayment shall be Seller s sole responsibility Seller warrants that it is authorized to receive payment in the currency stated in the Order No extra charges of any kind will be allowed unless specifically agreed in writing by Buyer in an Order revision Buyer shall be entitled at any time to set off any and all amounts owed by Seller or a Seller Affiliate to Buyer or a Buyer Affiliate on this or any other order or agreement Affiliate shall for the purposes of this Order mean with respect to either party any entity including without limitation any individual corporation company partnership limited liability company or group that directly or indirectly through one or more intermediaries controls is controlled by or is under common control with such party Rev B Revised April 30 2014 General Electric Company _ORBEOMEMNICHMEOMEMOWTHCHLBLGM net l CBHRHRKRENEBA RENBCOMRA SYR SERENE Ck eB SAME Mas amp BECHER LEKLERA iii Ymb LTE SCHEBA REMNSBA ADSYURMORMEBSES PA LTE RASHIUA Mik iv F EAZABEODMBET OO R AI L TERT shte BEAY E AO
67. gainst Buyer its Affiliates and or its and their customers based on a claim that any article or apparatus or any part thereof constituting goods or services including software provided and or furnished by Seller or one of its suppliers pursuant to this Order as well as any device or process necessarily resulting from the use thereof constitutes an infringement of any patent copyright trademark trade secret or other intellectual property right of any third party Buyer shall notify Seller promptly of any such suit claim or proceeding and give Seller authority information and assistance at Seller s expense for the defense and settlement thereof and Seller shall pay all damages and costs awarded therein Notwithstanding the foregoing any settlement of such suit claim or proceeding shall be subject to Buyer s consent such consent not to be unreasonably withheld If use of said article apparatus part device or process is enjoined Seller shall at its own expense and at its option either procure for Buyer the right to continue using said article or apparatus part process or device or replace the same with a non infringing equivalent 18 POLICY BUSINESS AND CONTINUITY MANAGEMENT SUPPLY CHAIN SECURITY Rev B Revised April 30 2014 General Electric Company 16 3 HOBBRERH MASAMAENSRTAO th ICES OME REN NDA SHEL THEA A EMEBICSW CHAS AMMROBSELELMRY AE XENDRA SENDAI KOSMRENKLES COMBI ICBAS S SEXNDADREIL BES 4
68. h the provisions set forth herein 16 CONFIDENTIALITY AND PUBLICITY 16 1 Buyer s Confidential Information Confidential Information means any Buyer s or a Buyer Affiliate s property furnished to or accessed by Seller Group in connection with the Order including without limitation any drawings specifications data goods or information and any information derived therefrom Provided however Confidential Information does not include information that a is or becomes generally available to the public other than as a result of disclosure by Seller Group b was available on a non confidential The Seller Group shall not disclose or use any Confidential Information except to the extent required to perform this Order Except to the extent required to perform this Order Seller Group shall not permit copies to be made of any Confidential Information without Buyer s prior written authorization in which case Seller shall mark the copy GE Confidential Do Not Use Disclose Reproduce or Distribute without GE Permission These confidentiality obligations shall continue indefinitely Upon expiration or termination of this Order for any reason or at any time upon Buyer s request Seller Group shall promptly return to Buyer or if authorized by Buyer destroy with such destruction certified in writing by Seller all Confidential Information including any copies thereof 16 2 Seller s Disclosed Information Any informati
69. he first 2 years of the five year period shall not exceed those prices in effect at the time production of the relevant goods ceases and no set up charges shall be permitted by Seller or paid by Buyer during this two year period Thereafter the prices for replacement parts shall be negotiated based on Seller s actual cost of production of such replacement parts plus any special packaging costs After the end of the above referenced five year period Seller shall continue to maintain in good working Rev B Revised April 30 2014 General Electric Company 2 3 RE REL REORKRAHE L lt LHEO REE Xicht AFORE SCHED E LICE CASS FAI AE GHRARUABIZ RS RELER HD 5DBAUAN THe TOKD TEMCBRTSCLACES 2 4 Re a RE REIA i AENRBOMBRMIE ii K TLEER EDET L EIROA CHEENER BCEURY REDUDA ERDF MmRILH ER FRAT OBBeRDGL RESENA Y ROMS aLEMAaRE TEL HEMBMISHMSCHES Ni MSeBAT RICREMBELLMAPESTOR DT DETERE Y SAIC BEGHRNMLREO FRE To TIRDI WEKTOR DREK E HL ED ZORA SCAS LHA ChE DERIER FTEMAUSTS REL BOORERSNISHMS CH LEMS eHBAT MISPELY bA SNH ETELE SCEMTCSE CHIE IERRUBA 4 KMRnORSRUPRUICBBLCREMROLBAS E kd FEAAWT S b Mis Pit ROMA TEL ABABA RICE DEBASHSA AEABRRHILZO lt MRO bes EAZOREICVE SM RORESBANHIC HILT S me DEC bM0KRARICREIOM LTAT HK FBIk AEROMRMMRE EFRR b S DIZ WEIL EFRR RHTC EDERA SNEETO MmiIDE BSlIkKSTOMEO PERSERI hY SCHR AAT 6 SROFRPIC SEMARRAA m amp FR 20MM LEBA TEL SRO ORIE ILBWUCH SERRA MORBERRT
70. hod of shipment or packing c place and time of delivery d amount of Buyer s provided property e quality f quantity and or g scope or schedule of goods and or services Buyer shall document such change request in writing and Seller shall not proceed to implement any change unless and until such change is provided in writing by Buyer in an Order revision If any changes cause a legitimate increase or decrease in the cost and or time required for the performance of any work under this Order an equitable adjustment shall be made in the Order price and or delivery schedule in writing Any Seller claim for adjustment under this clause will be deemed waived unless asserted within 15 calendar days from Seller s receipt of the change or suspension notification and may only include reasonable direct costs that will necessarily be incurred as a direct result of the change Notwithstanding anything contrary in this Order in no event shall Buyer be responsible for Seller s loss of profit or for any indirect special punitive and or consequential damages 6 2 Seller shall notify Buyer in writing in advance of any and all a changes to the goods and or services their specifications and or composition b material process changes c material plant and or equipment tooling changes or moves d transfer of any work hereunder to another site and or e material changes to its procurement of goods services in connection with th
71. ic equipment or batteries or accumulators collectively Take Back Legislation For any goods specifically listed on the face of this Order or in an applicable addendum as electrical or electronic equipment or batteries or accumulators that are covered by any Take Back Legislation and purchased by Buyer hereunder Seller agrees to i assume responsibility for taking back such goods in the future upon the request of Buyer and treating or otherwise managing them in accordance with the requirements of the applicable Take Back Legislation ii take back as of the date of this Order any used goods currently owned by Buyer of the same class of such goods purchased by Buyer hereunder up to the number of new units being purchased by Buyer or to arrange with a third party to do so in accordance with all applicable requirements and iii appropriately mark and or label the goods as required by any applicable Take Back Legislation Seller will not charge Buyer any additional amounts and no additional payments will be due from Buyer for Seller s agreement to undertake these responsibilities e CE Directives Seller Covenants that all goods supplied under this Order comply with applicable Conformit Europ enne CE directives for goods intended for use in the E U including those regarding electrical electronic devices machinery and pressure vessels equipment Seller will affix the CE mark on goods supplied hereunder as required Sel
72. ies agreement with respect to the subject matter herein and unless otherwise expressly agreed in writing between the parties supersedes any prior or contemporaneous agreements whether written or oral between the parties This Order may be executed in one or more counterparts each of which shall for all purposes be deemed an original and all of which shall constitute Rev B Revised April 30 2014 General Electric Company RMRSRE PSF NY HMI ONREKBLEIIN SRS Et HEL PFAVUT 1 EROKRREL TCHEMROLBARISRA FI NY BHORAG E AETS 24 4 HHOWDASH DS AEMABRENLA F Elk BEOHUROPRAAURY SEOMARROU HRA PILES S TORBI GEIL KSZREODAMABRO HAD TIT OECAMILFRT 5 24 5 BEL SEABEIM UBEOMSIIHAAOKRA EP BIBS RUEA ILP FURZREO EOMAR CREDA DHHEKRDSCEMTESCE RUSE BEOHEBSHRUETERMLREOMESHUO an A OIRO MRECLICNE Sn TNS5OBRICE U HIRO MEG LICV DRA REG T 4A AlIL 4B REZAL ARNMOBTICAHBHICRBLEBNY RK 24 SERURIULEHSGZE OLOILAIA CES CEICA BSS RHIC BEN OREODMAARMO SAI REY ee ge ec eu Blk BEODMABRO ZELONRMACHY SRAMARE SEOHBSH rea acer a BAFAUNOAZLCKAL TOTE RUBSEOMATRAT Sh OSPR REIS TDRS NAT E ERRI aAA HE RUPMEOBEBeHCS TAMA clk BAC Mis B BtKACTC MAGROUBOANRUAKERE SF SREACWI GEL SMCREIBMTS CEC KY BPEDMAGROSLEAFL COBMRRUF TERR EIT SCEMCES 2 FERDES AMES BERENS CECE Y A AAI CMICMAAEN SHORE Ce ble ABABA RHOERILAT SWM RECREO HAMAD OR RHCGRACHY MASAMOBRII A SARA NSSBANGURY 0 OBAehoS MASA Cit fa SAKA OS CTORMIL BET
73. including responsibility for characterizing manifesting and disposing of such wastes in accordance with applicable law j Residual Risk Summary and Hazardous Area Identification If and to the extent Seller utilizes designs that are not provided directly by Buyer e g in case of Seller designs or designs of Subcontractors the following clauses shall apply A Risk Assessment Seller Covenants that it will review and assess the safety of all goods materials products and or items and any portion thereof supplied to Buyer as part of this Order by conducting a safety risk assessment pursuant to the principles defined in ISO Standard 12100 2010 Safety of Machinery General Principles for Design Risk Assessment and Risk Reduction and the related guidelines and that it will adopt the safety measures so identified If notwithstanding the implementation of such safety measures certain risks remain the so called Residual Risks those shall be clearly identified properly and immediately notified to Buyer in a Residual Risk Summary and included in the relevant manuals to be provided as part of the Order B Hazardous Area Identification If any of the goods materials products and or items or any portion thereof to be provided to Buyer pursuant to this Order will or might process combustible gas vapor and or liquid Seller shall provide to Buyer the Hazardous Area Classification Report as per IEC Standard 60079 10
74. ing 21 DISPUTE RESOLUTION Any dispute arising out of or in connection with this Order including any question regarding its existence interpretation validity or termination will be resolved in accordance with this Section 21 a In the event the total amount in dispute is below US 100 000 00 One Hundred Thousand U S Dollars or the local currency equivalent it shall be determined by proceedings administered by the International Centre for Dispute Resolution in accordance with its International Dispute Resolution Procedures as modified by the ICDR Online Protocol for Manufacturer Supplier Disputes then in effect refer to the International Dispute Resolution Procedures and the ICDR Online Protocol for Manufacturer Supplier Disputes at http www icdr orq Rev B Revised April 30 2014 General Electric Company Y CISPM35 15 gt TISPMI51 X EE 8 4R Bl Se CFR 319 40 1 RA D 3319 40 11 BST OBA RE HE hk WmOARAHa SHOE COME EASTEICM Lm OFS ERISA EH CHS EAH LL H HOAX KY EMA EHR TETAS ERM DTW SHO FAO RUD ZAIBMLTWSCE ZIE A AKDUPSMHBEECHSD BEECH SCC ETEDM TD THOMBIL DES E EISPMISO MN RUE SAM ICET OBBICGEL MAT SO RU ii BEMSEIM LWROKEAPEANLHAAPERCHS EMM LEA HHOAKIO KY SEMKAP EARTH FPEMCHSECERMDTCWSARAOREICMT DARI HEL BAM eRHET SCE HAIL F AKDUT ME EETHEN HEHCHO CE SHEA o TUO HA Ik A AKDUTRARAM AOISI OED BAT DBA RE WIE AMT E SHRI SO THEIL BoMARSBTLCWSCESRMAT SEO BEADS KY 5A sERS Se BEIM T S
75. ing or replacing the recalled goods including from alternative sources iv packing and shipping the recalled goods and v media notifications Each party shall consult the other before making any statements to the public or a governmental agency relating to potential safety hazards affecting the goods except where such consultation would prevent timely notification required by law 8 REJECTION If any of the goods and or services furnished pursuant to this Order are found within a reasonable time after delivery to be defective or otherwise not in conformity with the requirements of this Order including any applicable drawings and specifications whether such defect or non conformity relates to scope provided by Seller or a direct or indirect Subcontractor then Buyer in addition to any other rights remedies and choices it may have by law contract and or at equity and in addition to seeking recovery of any and all damages and costs emanating therefrom at its option and sole discretion and at Seller s expense may a require Seller to immediately re perform any defective portion of the services and or require Seller to immediately repair or replace non conforming goods with goods that conform to all requirements of this Order b take such actions as may be required to cure all defects and or bring the goods and or services into conformity with all requirements of this Order in which event all related costs and expenses includi
76. is Order 15 COMPLIANCE WITH LAWS 15 1 General As a material element of this Order Seller Covenants that it will comply with a all laws applicable to the goods services and or the activities contemplated or provided under this Order including any national international federal state provincial tribal or local law code treaty convention protocol common law regulation directive or ordinance and all lawful orders including judicial orders rules and regulations issued thereunder including without limitation those dealing with the environment health and safety employment records retention personal data protection antitrust immigration export controls and the transportation or storage of hazardous materials and b good industry practices including the exercise of that degree of skill diligence prudence and foresight which can reasonably be expected from a competent Seller who is engaged in the same type of service or manufacture under similar Rev B Revised April 30 2014 General Electric Company RIEMOABWERECLTC HEL OERA UIT YVF eFRRISZ ICL RUBENDVISIV BAX BRUAYYIAYVEAITA YT FUT 4H R RH FJ CML ETITA AILERA CREEL RE BAL WRITS BALT TRI BK AAT FOS LIZ SREITRATENMTHY http www gesupplier com html SuppliersintegrityGuide htm ILSUT BMOBBCAFA AEC HS THEIL AHL F lt I TGEDV AIST x amp ELUOBE CMT SRR LIER ARLETE AEN BICBEBLCTATSRETI IOLTOBRBE ERICAAT FABRE Mik BAI KY FRB 4 IT
77. ite as defined herein i is suitable for use and or transport in any jurisdictions to or through which Buyer informs Seller the goods will likely be shipped or to or through which Seller otherwise has knowledge that shipment will likely occur and ii to the extent required under applicable law is listed on or in A the list of chemical substances compiled and published by the U S Administrator of the Environmental Protection Agency EPA pursuant to the U S Toxic Substances Control Act TSCA 15 U S C 2601 et seq otherwise known Rev B Revised April 30 2014 General Electric Company NSZMERLMHEOMAEMEANBACHSED Mh MILF ERAS SHI SRBOEMICGEL RE BRN SERENA OBEN SIRO SHMHESNAZHSOHSMRE O3 SEIS EMAC SUE MItBeABTEL CTCWSCERHBRG OA SRREORBTICMT S17 VY FYUERNCERIIMMGTSCEZBRMECRHSNSZBE Ika aS MENSA SAMI AIS AARO ALA RUIREDNSZENS GENPSHVHGHBAILIL Bia ICSi PEOSET ICH SM BUMRUBENRSta FILAHVICAACESEIICFSCLEBREMBENS SDI HEL SENSOBHMICKY SEAMLESS RIURUAS CC BASH SAVER ICMET Sake HWS OD RALES ETOR RHE EAR UNEXERT 4 15 2 RA ERRUR FILEE BBO RL ZEI AB MEXLRRORECHEL ER ZERUR EKSI ISBT ORESTI ORM FR MROBMAAE EIST DEN IHUICGHERUTH Hee mCSE ERO BEAIL IFOLTOBMAICE ORERSAAOETEERT TONA I HES R E MTD a MHOMWAH BEL BEICMETOMBESCHNS Winzterks Sd CHl lt BENSA AMA ARAB BROILERS S ICLSUCBASNSY EZRICHAS NOStSMEM i BEATE M LMROKEPER Mit EI CHSEMUMLEA HOAKIC KV EE WHIP EAMICSMAPEM
78. ith attached as Annex A In case of failure by Seller to timely provide Buyer in respect of any goods materials or items for export outside the E U with either of the above documents Buyer shall have the right to forthwith terminate the Order by written notice to Seller for Seller s default in accordance with the provisions set forth herein If Buyer does not designate a country of ultimate destination outside the E U but Seller knows that such goods would require an authorization under any export control law or regulation Seller shall provide the classification to Buyer b For Order to Sellers in countries not belonging to the E U Seller shall provide Buyer with copy of any export authorization required for the exportation of Seller s goods materials or items in accordance with any applicable export control law or regulation In case of failure by Seller to timely provide Buyer with copy of any required export authorization in respect of any goods materials or items supplied by Seller under the Order Buyer shall have the right to forthwith terminate the Order by written notice to Seller for Seller s default in accordance with the provisions set forth herein c For Orders of U S equipment Seller shall be responsible for obtaining from the competent U S authorities any required authorization for re export into the country of ultimate destination to be designated by Buyer in accordance with any applicable export c
79. ity and confidentiality of Buyer Personal Data in order to prevent among other things accidental unauthorized or unlawful destruction modification disclosure access or loss Seller shall immediately inform Buyer of any Security Breach involving Buyer Personal Data where Security Breach means any event involving an actual potential or threatened compromise of the security confidentiality or integrity of the data including but not limited to any unauthorized access or use Seller shall also provide Buyer with a detailed description of the Security Breach the type of data that was the subject of the Security Breach the identity of each affected person and any other information Buyer may request concerning such affected persons and the details of the breach as soon as such information can be collected or otherwise becomes available Seller agrees to take action immediately at its own expense to investigate the Security Breach and to identify prevent and mitigate the effects of any such Security Breach and Rev B Revised April 30 2014 General Electric Company FAIS RSA TILE SEL WSNNOSBAMET YR VILKATOWMORMAIFeEH LEBS Secs lk BRAY R TIC ZOWREHDS 582 E05 c eBMLTISLAR ENS eee MAlL BFAyvL VONBRVUEMA BAENKR WERD SKE OWA CHART DORER SKY FBT ENS 24 fA THERE 24 1 MBAR Ok BE SNK RICHER RES BA AIT SHOO SIRRESA REDMAR TI SEMRED OMG LEH OY OMATRESA UB Iik AARRE L CT RH ESNSHSHOAB UM ack BEB AB
80. lace no further subcontracts or purchase orders for materials services or facilities hereunder except as necessary to complete any continued portion of this Order and c terminate all subcontracts to the extent they relate to work terminated Upon completion or promptly after termination of this Order and unless otherwise directed by Buyer Seller shall deliver to Buyer all completed work work in process including all designs drawings specifications other documentation and material required or produced in connection with such work and all of Buyer s Confidential Information as defined in Section 16 12 INDEMNITY amp INSURANCE Rev B Revised April 30 2014 General Electric Company EDA BT Oi A amp SHLD ORB AULAICB TEE IELGDoKmAaICMAZECS RxR nta RE PROWMREBOKEDEMSOMMRILY ER amp REOBATC BOMB CHS ORTE De METS CEMCES REL AEXOMRSH THU RA ORT Miz l SRASOMMRILG E All DD SHARAF BEIM ORBEA 3 KRBMWMAC LT KETTLE ORRICKDY BE lk BOORPORKSC Mn PEODERMILTEOD EIT IX BSIF SHO RMILBD lt HAIOMREBRI SEM S AWIFSITOREOHARUMAIL A LITT 4 RHEDDALS SKENRBICES lt HOBARUMF L N ENTAS 11 3 RBBERURMBEKKSRR TENEROB FIBRIL SEUCRBEGILG OD ETARDILAR BeBilGMokBa MISSEMNME E L lt SH WIC BAS DARET SRERLLTCOD TEMBER FROWMRERZSOD BEI DERE SHBAMBELE lt SAIS SAL OD HEA OLODOREMRMRENSD BORK ENOBEOME bL lt ISERMORRENOE JEOEARIOGst AOOBACHBAILBA REM BME CRO SMOERAMICSUTC HIRREEADCER lt BBbICAEMERRITS
81. lance of plant by Buyer each shipment shall include a detailed complete bill of material parts list BOM that lists each component of the goods purchased by Buyer Seller shall also include in each item shipment the complete BOM for such item and indicate which components of the BOM are included in the shipment as well as the BOM components that are not included in the item shipment Such BOM shall be included with the packing list for each shipment When requested by Buyer Seller shall provide a packing list with values for each item 3 4 If goods cross an international border Seller shall perform customs clearance as per the applicable Incoterm and provide a copy of the export declaration together with the commercial invoice The invoice shall be in English and in the language of the destination country and shall include contact names and phone numbers of representatives of Rev B Revised April 30 2014 General Electric Company BED Ky THK ENS MAS FCA SEEDER CEB SH b MRE COSLELOEOOMDE HIE SNSMamMlS FCA GEEOR MU RAMILFOB GAH E R HBICKSSIBLOBS Tks 5I HBLOBEILET YVIF LAMIOCKS KHAS Ha cASMmOMABIS BURSKE AE BM Aztek REDD RCB SO MLE BWC MAPHI KAORE 82 FEER ERR ILEDEEOSNEBRD SIMBECCHS CERRO b WOZTOBBILC6WUT MAIC SIELELOT REBT o RES PEAY AMSER hH me TENHA ET BEIRMTSCEMCES SCOBSIL6UT BE BERHRUGEMCHE FECEMCES STOMWMSBICS6WT TEL WA MS RURBIAY IK GREAT OBA Ik Px BOS5SESnN6SMROREBRULASN
82. latory requirements and provide Buyer with an opportunity to review and approve such Seller s Corrective Action Plan Alternatively Buyer may develop corrective action plan s collectively the Buyer s Corrective Action Plan which shall include all actions required by applicable laws or regulatory requirements and will provide Seller with an opportunity to review such plan Seller and Buyer agree to cooperate and work together to ensure that any such Corrective Action Plan is acceptable to both parties prior to its implementation provided however that nothing contained in this Section shall preclude Buyer from taking any corrective action or making any filings or disclosures and in such event Seller shall cooperate with and assist Buyer in any corrective actions and or filings or disclosure it undertakes b Remedies To the extent such recall is determined to have been caused by a defect quality performance or other deficiency non conformance or non compliance which is the responsibility of Seller and or the Seller Group Buyer shall be entitled to take the actions or ask Seller to take the actions as set forth in Section 8 below all at Seller s cost Inter alia Seller shall reimburse Buyer for all damages and costs incurred by Buyer in connection with any recall repair replacement or refund program including without limitation all costs related to i investigating and or inspecting the affected goods including
83. ler will provide all documentation required by the applicable CE directives including but not limited to Declarations of Conformity Declarations of Incorporation technical files and any documentation regarding interpretations of limitations or exclusions f Nanoscale Material With respect to any goods sold or otherwise transferred to Buyer hereunder Seller shall notify Buyer in writing of the presence of any engineered nanoscale material defined for these purposes as any substance with at least one dimension of such substance known to be less than 100 nanometers in length With respect to all such nanoscale material s Seller shall provide a description Rev B Revised April 30 2014 General Electric Company A278 WEES KIESHNEBAISMIENR UEU 4 472006 66 EC 20067F9 A268 BH EKOE ROAMACAAO REIS DRR TOMBS L C SETREMICBHORWIIOWCEOKEEEEA Y WIC TWH E5 ICERSHNSBRRGHL lt SBTRBMISEH CE CEFWHRIS MELE MM RLS SAIMICSUCHMMAOMRERZERH AOL ETEEN E E LTE S htm T HoT ARABS RHICROERBEARBALELOICO THEIL i HHICSWC BEDSCOBHRMHOE Ba SRXMmeEVL WA S Na BLED E DIZEL EN bHOUMBEOWOBBETIBESAL ii AEX ZOAHZt0C BEMABABS BHILBOEBAT 240mch OBBORAAAWMmCH IC HEARED MALTWSAOe MMBAMSELREECLTARTS D SCOMASHSEOILGENF EBASRZAMETII AD FRCL AD iii BASH SAKIC KY RHS NEMBNICRRE SBMS THES LBA JILID BEIM LEMS EART CHILk U BEASCOBMHRLDtHKELAL e CEH SEL PALEES MSNA ETO HREL S t SHAS LEMmMICAT SHA hna Conformit Europ
84. ll liability in connection with such activities so far as permitted by law and furthermore shall indemnify and hold harmless Buyer and its Affiliates as well as its or their directors officers employees agents representatives successors and assigns against any and all suits actions proceedings and from any and all claims demands losses judgments penalties damages costs expenses or liabilities arising from any act or omission of Buyer or an Affiliate in connection therewith In the event the activities hereto are assigned or sub contracted by Seller pursuant to Section 13 Seller shall ensure that any Subcontractors shall comply with this Section 15 5 Anti Dumping Seller Covenants that all sales made hereunder are made in circumstances that will not give rise to the imposition of anti dumping or countervailing duties under U S law 19 U S C Sec 1671 et seq E U Council Regulation EC No 384 96 of December 22 1995 Commission Decision No 2277 96 ECSC of November 28 1996 as amended Japan s Customs Tariff Act or comparable laws in such jurisdictions and or any other country to which the goods may be exported To the full extent permitted by law Seller will indemnify defend and hold Buyer harmless from and against any costs or expenses including any countervailing duties which Rev B Revised April 30 2014 General Electric Company MBAS SHIDO RIGERLECEIMHMARISHELT B RBEOMBSHRtREte lt CREOHMBSHOM
85. mful or dangerous materials such measures may include but are not limited physical security of manufacturing packing and shipping areas restrictions on access of unauthorized personnel to such areas personnel screening and maintenance of procedures to protect the integrity of shipments and Rev B Revised April 30 2014 General Electric Company TSE 18 1 REERUSRMRERBAH SE AHORS ERUSRMREO SEAS REL SSL FD DREORMIGCCONeEK HATS REERU FREED H ZERUR RE SBA HIS TEOREHE RT SELOOVHEDAOBIGHESHE L TENDHEARUGERE IM LTCOBTEROS a TENDRA CHET CHT OMTEDKH Midst EEREL CERT CAOSANZEeHS CE b RENISTOBBSHOKHODAREXOBIT ARE FD BT Sst EOMRRUYHREOMENZEtR DTE RIC TEOMEARA RG Ha RUAEO RED BENS c AFEF OBTAINS SYVIbKVUILVT ERK FES FA RRB TOMOBSD ORBITS CL d AVRORTCAET ORE REOMBASHRLA EtL SR EOHSSHORBMERUTEORA H WTA TOORE EAT OTHER RMA KIER FA RIT OMORED SRETOCE e DRG WHAE YIbUI T BA Kitt FEOHOMMMECHEAT OD EDOR AS SREORAILEIAUT BR TUYTV ER KE OO RELA LEBSISSW TC He MHA E YIbUIS BA KETA TOMO MH MER STTEDSRBSORRGCAE CREB KERE OER FRARUHRICKEStEOMBENS HSC O ABRICEREWMROFIECGSADSECTOMERD OMBMSEERURSIECHATOCE Ris Wa HT OMEN REEORR BBA ORERAD VAY ORR BADADV VAIRUEMORSIER FROME EMBENS RU 37 g report to Buyer all crises and or supply chain security breaches and or situations where illegal or suspicious activities relating to the Work are detected In the event of such crisis
86. n plan for security procedures in accordance with them as applicable Security Plan The Security Plan shall address security criteria such as container security and inspection physical access controls personnel security procedural security security training and threat awareness and_ information technology security Upon request of Buyer Seller shall a certify to Buyer in writing that it maintains a written Security Plan consistent with such Security Criteria and has implemented appropriate procedures pursuant to such plan b identify an individual contact responsible for Seller s facility personnel and shipment security measures and provide such individual s name title address email address and telephone and fax numbers to Buyer and Rev B Revised April 30 2014 General Electric Company e SCOREBMRKR CAS FL VOCTsAV TA ERX FCA oR ATHAM BKECRDNS FAOKRRSEREICMATO CEL CHRMKRRLG TIS A FI VOVCEAVNT 1 ERMRAT SD KERIB HST SiBKCHSD BKCRONSTTAMRRENKEYE E THE SRIAVVUTFVbORERURRUAIC B EO REHAB MICGEORAB MEA 1 203 373 3300 LERTA TOM HES DEK Lt HBIAVIUT YEO i BEAR ii BHEBMRV iii AR FIT So Atk TENDREERUSRHintt SBA RUREIC KO TORHKRMNE EOE MILA ERE SE MIX BHBWIC A CHODBDEHMT SEO SREBAR OMENS NRISETWSLAERBL BATSCEBIC SEO HE ROBTRRICAT SRRA tR SHA ERAT S REL PENDREERVUSRME BA Et MILE ORHKRAN EOE RUIZ RET OED IL ADCEWE RG BMICHLEBA SRAME WMASSCEMCES TEE HBE BAB LAS PALA RIS ES sad
87. n up costs g All Risk Marine Inland Transport Insurance in an amount equal at least to the value of each shipment made in connection with this Order All insurance specified in this Section shall be endorsed to provide a waiver of subrogation in favor of the GE Parties for all losses and damages covered by the insurances required in this Section Seller shall be solely responsible for the application and payment of any self insured retention or deductible on any policy carried by Seller Should Buyer be called upon to satisfy any self insured retention or deductible under Seller s policies Buyer may seek indemnification or reimbursement from Seller where allowable by law Upon request by Buyer Seller shall provide Buyer with a certificate s of insurance evidencing that the required minimum insurance policies are in effect The Rev B Revised April 30 2014 General Electric Company Cc HHBRSRRRURBLORMICMT DRTE lt ETORRD SES RET OHAAMARERRRUG QEADARSHRRRRILAERSIMES ORME TENSEI KIT OSRRERAOLOOAMEREH ARR OE ASR RE RIRICE CORRCHOT R ERRED i HICK YU RODNER Rit ii 14O BM Ht Y 00K FILRU EE fal O FH 1S 28500 HK FIL Xion SIKMAT SHIRE OISEWTCHS iO d AEROBA BL CCEAMA DY SILRIEY ATSETOMEORRAAOLSHRUTEMEE A SRURMETORENILTOME EL lt IESO NE ADIRSEWRCIT SERRAHOMERRCHOT E ESEE RERUNS OREOMEILFMLAES TR RSA CLCHET ORHETLELO e 1A OBMAKY ORIEIRBRDS2005 4 FIL FO TERDA A PIL MIL CH DIH y RHA BH CHOBMUIGREMATRR
88. ng but not limited to material labor and handling costs and any required re performance of value added machining or other service and other reasonable charges shall be for Seller s account c withhold total or partial payment d reject and return all or any portion of such goods and or services and or e rescind this Order without liability For any repairs or replacements Seller at its sole cost and expense shall perform any tests requested by Buyer to verify conformance to this Order 9 WARRANTIES 9 1 Seller warrants that all goods and services provided pursuant to this Order whether provided by Seller or a direct or indirect Subcontractor will be a free of any claims of any nature including without limitation title claims and Seller will cause any lien or encumbrance asserted to be discharged at its sole cost and expense within 30 calendar days of its assertion provided such liens do not arise out of Rev B Revised April 30 2014 General Electric Company WMARUHA RU V HERASOWAMIC BET oH DBAMNBENS BAFER MRICVSe RIT BE HGR LO eles Bi LC ARICA BT IC RAT OH GB SA hASSA tR So EL Shee TS SEI KY ENED CHRO BMA MIT ONSHAlL CORY CEL 8 Eii AILEE SEA ENELMARIZY EAIODS FE Dih mSHE Rte OMWATERBORIA B BRARUIHEMNEENS AOTMAMER SNK A SBR RILPRBAA TE RISB Biss OL SRA T ARA ORARET D DE D o L RE KH REHIII ITAI RDERAT E ACE SHOR MARUIBRICGMA DO SRR Rit HBS ILAT Sf TOPESRUAAOMEEKOS TEIZ BOOERRU
89. ns and any interest or penalties thereon including but not limited to income profits corporation taxes and taxes on capital gains turnover and VAT now or hereafter levied or imposed by any local and or national fiscal authority including those relating to or assessed upon any actual or assumed profits wages salaries turnover or gains for which in relation to the Order Seller is responsible and liable collectively the Seller Payments to the maximum extent permitted by applicable laws Buyer shall be entitled to withhold total or partial payment with no penalties or interest in the event Seller fails to provide proper evidence that it is in full compliance with the Seller Payments obligations b Compliance with all applicable laws rules and regulations requiring Seller to establish and or register an office branch and or division in the country where any part of the Order is to be performed and or to qualify as an organization legally operating and doing business in such country ies if necessary to be in compliance with applicable local laws rules or regulations to make deductions on account of and Rev B Revised April 30 2014 General Electric Company 2 it ZARUKE 2 1 HERVE SCOMBL HEENE7EDCHS SHEIK SCOMMREG ERAOMBAS FEA AIK HET SA REMSOMRRLY EAZOMBELAS UOT EZRES 4RA REAMSOMUARIG E ADMBOAREYIEWGA TESRECML BRE lt Oneal MAFAI BHR lt A a AE E 13 TEOMBIIIt AHEMBICRDEBA CHEM RMILY EAILMMA
90. o be shipped from the United States of America U S shall pass from Seller to Buyer immediately after each item departs from the territorial land seas and overlying airspace of the U S for purposes of the Order the parties acknowledge that the territorial seas of the U S extend to twelve 12 nautical miles from the baseline of the country determined in accordance with the 1982 United Nations Convention of the Law of the Sea In all other cases title shall be transferred to Buyer upon delivery Goods delivered to Buyer in advance of schedule may be returned to Seller at Seller s expense Buyer may specify contract of carriage and named place of delivery in all cases In all cases Seller shall provide to Buyer via the packing list and the customs invoice as applicable the country of origin and the appropriate export classification codes including if applicable the Export Control Classification Number ECCN and the Harmonized Tariff Codes of each and every one of the goods delivered pursuant to this Order in sufficient detail to satisfy any applicable trade preferential or customs agreements Seller understands that its failure to comply with any such Buyer specifications and other requirements shall cause all resulting transportation charges and other damages to be for the account of Seller and give rise to any other remedies available at law contract and or equity 3 3 If goods are delivered as MSD or for use as ba
91. ods and or services under the Order ii Intellectual Property conceived produced or developed by Seller whether directly or indirectly or alone or jointly with others in connection with or pursuant to Seller s performance under the Order and iii creations and inventions that are otherwise made by Seller through the use of Buyer s or its Affiliates equipment funds supplies facilities materials and or Confidential Information Seller shall and shall cause the Seller Group to assign all Buyer Intellectual Property to Buyer and cooperate with Buyer in obtaining title and intellectual property rights therein at no additional cost to Buyer A Seller acknowledges and agrees that all rights title and interest in Buyer Intellectual Property and in Confidential Information furnished to or accessed by Seller remains in Buyer Buyer grants Seller a non exclusive non assignable revocable license to use Buyer Intellectual Property and Confidential Information furnished to or accessed by Seller that is necessary for the sole purpose of performing the Order Seller may not use disclose or reproduce Buyer Intellectual Property or Confidential Information for any other purpose Seller agrees that it will neither apply for any registration of rights in any Buyer Intellectual Property nor oppose or object in any way to applications for registration thereof by Buyer or others designated by Buyer B Should Seller design or manufacture
92. om any relevant legal restriction on the inclusion of such chemicals or hazardous materials in the goods sold or transferred to Buyer Upon request from Buyer and subject to reasonable confidentiality provisions which enable Buyer to meet its compliance obligations Seller will provide Buyer with the chemical composition including proportions of any substance preparation mixture alloy or goods supplied under this Order and any other relevant information or data regarding the properties including without limitation test data and hazard information d Take back of Electrical and _ Electronic Components Including Batteries or Accumulators Seller Covenants that except as specifically listed on the face of this Order or in an applicable addendum none of the goods supplied under this Order are electrical or electronic equipment or batteries or accumulators as defined by laws codes or regulations of the jurisdictions to or through which Buyer informs Rev B Revised April 30 2014 General Electric Company WFHICh i ER PARAL AVY AYU J MKERR VP VIEW MRILHMLAW AFD AMIELAFEVIMEAM TMA OL KERNIE mM KYUPOALFLY FFKIODVAALFLY AFI AOOAARIVA RIEEDArAIL POBI RU REE Jz PBB XIRI BIEVILAILI FI TPBDEJ ii TSOA 6 amp 8 Sakin TtT uak SB MIRED Gii BRINTBA EU 8492011 65 EU 2011 4 6A8A TROMSHGI L S ARs nT Oak MS RISA iv EVLUA ILBEBICBDS AMS CWSAYV UB RRS OMRBILHESHNEILSDME Q11 FUJOOLSY MERR OLY12
93. ompounds hexavalent chromium mercury or mercury compounds trichloroethylene tetrachloroethylene methyl chloroform polychlorinated biphenyls PCBs polybrominated biphenyls PBBs polybrominated diphenyl ethers PBDEs ii any chemical or hazardous material otherwise prohibited pursuant to Section 6 of TSCA iii any chemical or hazardous material otherwise restricted pursuant to European Union E U Directive 2011 65 EU 8 June 2011 the ROHS Directive iv any designated ozone depleting chemicals as restricted under the Montreal Protocol including without limitation 1 1 1 trichloroethane carbon tetrachloride Halon 1211 1301 and 2402 and chlorofluorocarbons CFCs 11 13 111 115 211 217 v any substance listed on the REACH Candidate List subject to authorization and listed on Annex XIV of REACH or restricted under Annex XVII of REACH vi any Class Specified Chemical Substance prescribed under Japan s Act on the Evaluation of Chemical Substances and Regulation of Their Manufacture etc or vii any other chemical or hazardous material the use of which is restricted in any other jurisdictions to or through which Buyer informs Seller the goods are likely to be shipped or to or through which Seller otherwise has knowledge that shipment will likely occur unless with regard to all of the foregoing Buyer expressly agrees in writing and Seller identifies an applicable exception fr
94. on disclosed by Seller Group to Buyer that in any way relates to the goods or services purchased under this Order except to the extent deemed to be Buyer s Intellectual Property is not confidential and is disclosed to Buyer and its Affiliates free from any restrictions as part of the consideration for this Order notwithstanding any copyright or other notice thereon Seller grants to Buyer and its Affiliates a non exclusive irrevocable royalty free and Rev B Revised April 30 2014 General Electric Company AKEREBSISBRT OIMEAT SO 16 MHRERUGR 16 1 REOMBRR AMAR Clk REx RNE LUSETIL FIT SNEED SBEFTI PRAFL t BENRICBEOHBRSHOME MM tHE T A MMRISRELE RUCHADSMET SIRES FEL BERIA a BETI PFORMARICKS Sill ARICA FARE CHSA AFTREE ROTA b BENICSEOMERAATETIL TICBRS SAIC MBBRE LTTE AFARECH IEA c BE MILB EOMBSHUNAOBRMRCHIC RBA ARIK DEMBREERBEADAZWALOSNL MEARE LT TIt BEAIL TFICEYAFRRECH SAD AFA REC MOA d TESSAAA RAS RETIA BIEL DO SRR ARMRICOOe XTRA TE AIA HEBEL REMEBAT SEOIBVECHEBRERE BET Jit AERAR ERLU HALEY LUTE FU MIEMEBTST SELOIDECHOEBERERE E EFI 7i RENSHICL SBAMORBE LIC Wi FAROE LAMEE TILE SEL TOKIRA BOERLEEMI OA TEL FLIS CEMA GEO at Ale CULM BR ANRU EREI Dl CORRENT HRW RRA RAR Cit SS REMMBMT SSD BHM BREN AMILWT NNO AR CRED SOBBMHOKMA E EFLFE SCTORMBR TOFLABEND ems lt REIRSON BEOR oT SIL CNeERRT OS RELEBSICSUTK BHCCHe REAY S 16 2 REHAR LER STEAREICH
95. ontrol regulations In case of failure by Seller to timely provide Buyer with copies of any required authorization in respect of goods materials Rev B Revised April 30 2014 General Electric Company OBE SICMIE MHEENEAO OF BAUM eENT OBIE SBS SARABIEC 428 2009 EUBAI 1232 2011 ITE YRIESH CORS SICME MESNEAD IZ EOSMMSHBABBS thha TEOMSRVIC6 OT LatO ai BIBICRS DARED E MM ABA WECEGA TES ERAATSREOKRAME HICKSBAZLEARAOBES AMA SREIHEMTS An eNom MHREHRAICMT SAENRS BOC PCORMBE BEA WB A ae ZOSURMIE B AMAL LCKABABSRHSICMTS NCW4SBSSOZZAASLERMTOCCLERREET 4 Eun ce noid MARI BICAL SE SFatMBOWUSTHAS BF RICH LRD otia A RE ABABRRWHOEOICEL BEORBET eHRELT BEIBMCBATSCEICKY REM BSI RT DEIA a B EDER ORIEN BethELEDOEBAILSEWC SRO RMN ER BAS DRRR ETS lt RAEV LJATI ERE WoT k BEL TOADMSEREMBAT S b EUJZEMMEIDOsStENOIEM SES MM SHIM SiERMILBIETEOMM MARCHA tT OKO MRK RABBORLERERHTS TEMA XLED ADDTT OM MAR Lm ah OWRCRBKABEOS LEA EIR fe LRD ot BEI ABABR RAO EOL TEORE Tee LT HEIBMCBMTSCEICKY AE MEE SIRT SHEA SO c KRHOMBOEM TEL MH SHICAT OMAIIS BOS SEMHET CRRCABAOBMMICNT OD RGRBEABORSETOOMSTOREEAD TE MAEMEICROSERBOMABT SMR Am HAI DAD OUBRABEOS LEROI HEH LAO Kina RE AER RRO OIL SREE ORB eHBARE LT EIB CMATSCEICKY 34 or items supplied by Seller under the Order Buyer shall have the right to forthwith terminate the Order by written notice to Seller for Seller s default in accordance wit
96. quired such laws or f subjecting workers to any form of sexual or psychological harassment compulsion or coercion If forced or prison labor or labor below applicable minimum working age is determined to have been used in connection with this Order Buyer shall have the right to immediately terminate the Order without Rev B Revised April 30 2014 General Electric Company kt BERISHEBOMACOUMX SHC TEL AW RAMILEO Hit CHE MLSE T IL FOUMO BM BAT SMILCODE i REFI FOZTOMRMEMETO WAX 1 SOSHAZ NENDEKS BAS SHRUGS LB BEOMBStRSBEtL lt CSB EOMeSH O BAB RAS ANE OAS N AEKA AF ABI MIL REQOSIBBSETISCLECRRL DO ii SRE BICBAS SURZDPRAAVYEREFEGMOSCFRAT Bo 15 3 E TER RESNE GRFADRSER din LOM SIN OU CHET SCEMBENS HES Lit Cc HRICHRACEANTOCEeARCE OHNO HAT SKEBTIOCCeEMRL BROT HR UCOMWARLSRERE L lt IERS SAAS S NEBRA Eb CRECE S SDI BEIR FALETE Eha makh EAD EK mktb a HSH FERM HELLULA REELT b 16m AM OBO Hie AT Od AEMBICBZO lt MROREMILY ERO BTDMIDNSOAIFSIt OREM F BT SAAC NEY ERWREMEFMBeEOTWSBAISIL BK ERLT c REET HERE BARISAN AIRS ARAOR ERLT d REDEK EDT MR E Eie F SHADRKRLONADSMO ZI LDS BRICERT CHHAOHAUCRELT e FH ALTORA ATENT EDERA RETOHOBAR FOWASSITONE CHIT REDRE YRES N DA E EI RAL Rik ES ER GE E MtEOHMOMAH BHEICBOSMIBSNSENECELEWE LD IRE RHED RI KY RO SN OREM EBHEOS FEITE GERLT RE f EREDE Ais AICH CER DERM RA OO SB ICME AITO T Mie RiteKENTHST HRICHWTETOAIICN
97. r s routing center country of manufacture destination shipping address commodity description gross net weight in kilograms and pounds dimensions in centimeters and inches center of gravity for items greater than one ton and precautionary marks e g fragile glass air ride only do not stack etc loading hook lifting points and chain securing locations where applicable to avoid damage and improper handling Seller shall place alll markings in a conspicuous location as legibly indelibly and permanently as the nature of the article or container will permit All goods shall be packed in an appropriate manner giving due consideration to the nature of the goods with packaging suitable to protect the goods during transport from damage and otherwise to guarantee the integrity of the goods to destination Goods that cannot be packed due to size or weight shall be loaded into suitable containers pallets or crossbars thick enough to allow safe lifting and unloading Vehicles that reach their destination and present unloading difficulties may be sent back to their point of departure at the expense of Seller At the expense of Seller Seller further Covenants that i any wood packing or wood pallet materials delivered or used to deliver pack and or transport any goods delivered to Buyer hereunder are in compliance with the International Standards for Phytosanitary Measures ISPM Guidelines for Regulating Wood Packaging Material
98. r control shall be held at Seller s sole risk kept free of any encumbrances and insured by Seller at Seller s expense in an amount equal at least to the replacement cost thereof with loss payable to Buyer and subject to removal or restitution if damaged or destroyed immediately upon Buyer s written request in which event Seller shall prepare such property for shipment and redeliver to Buyer in the same condition as originally received by Seller reasonable wear and tear excepted all at Seller s expense As noted in Section 3 4 above any consigned material tooling or technology used in connection with the production of the goods supplied hereunder shall be identified on the relevant commercial or pro forma invoice used for international shipments 4 2 Intellectual Property Intellectual Property means all intellectual property and proprietary rights thereto including without limitation all rights of inventorship and authorship inventions patents patent applications and know how for any product process method machine manufacture design composition of matter or any new or useful improvement thereof as well as copyrights trademark trade dress and service mark rights Rev B Revised April 30 2014 General Electric Company V KKE fe TA TB oH BM aves B VYIRVILP JOIN MB BR BH t BCOWONAHABZENS RUTHSOKSARMILAT MEEC lt tetas HERURRICDEY BEONE EFS KE TOPMRARVURETI TFICBTS ADEREN lk BEASRB
99. r services in Buyer s receiving system or the date of receipt of a valid invoice by Buyer provided that where applicable invoices shall be issued according to the terms set forth in the Order The received date of the goods and or services in Buyer s receiving system will occur i if the goods are shipped directly to Buyer and or services are performed directly for Buyer within 48 hours of Buyer s physical receipt of the goods or services ii if the goods are shipped directly to A Buyer s customer Rev B Revised April 30 2014 General Electric Company NEBE GSITOMOMMRISFSMICKYRESHNSA BGOtHDELY SHBRELCHRL LASNEMHEE FISh CESS EILROSSCOKHOBT KSUILH SM Of HRB OREOHBEEA MARZ ARO RISKHA CHOERMLT IFARA EL O SEL TCOPRBRARUTERETO PHRAD HS ODREDA HRA KBARISHBAERMLT SET I FI EWS CHL MROK CL EL FALSET SN SRICK6IF SEERA BRUK 47 SERIF 4REO UMSNEMBBATMRAALER RAL FAB Ae RFCM So TE HERD ETENS BOREAS CtE lt SRBICSWCSREENTWAL BA BEDLA NAy FHORMEAL SEATARE WILGEW ATE ANB SN SMILE ROMREALTWIE LS eich l ECZA LEERAREA Lata RSS RSL KALORA ETI A D SRULOSBAME CIMSEICAAT 5 c 2COPREAIL SF SCARRUEOSRRBOSTON 13 o 2 2 th a ZALHE AEXRBORMILAROARMN HOA KH LEY AIRS SBAeERS ELMS 3HB A A BI OAORKADSERIOHAETS BH TZB Al lik FAx Si ELA MKYM NSB REORMAYATLLOMMRISY EAZORHARMILA EDAMGREeSLEA KEL BICC iF REIL AEMBICEMSNKABICUEWHTENS O JEREEWAGWI REDRMYATLLOMMRIS Y EAZORBAIL i MRMNREIOM LU TERK
100. rds available to Buyer and its customer for a 10 years after completion of this Order b such period as set forth in the specifications applicable to this Order or c such period as required by applicable law whichever period is the longest 7 3 Product Recall if any governmental agency with jurisdiction over the recall of any goods supplied hereunder provides written notice to Buyer or Seller or Buyer or Seller has a reasonable basis to conclude that any goods supplied hereunder could possibly Rev B Revised April 30 2014 General Electric Company point ARRAS CUE RY FEIR Mmewale YY ERZFBALEYLTLBZSEL FEL BEI TES HBR E LT HAXH AEE S E Ceo lo SEIS RRHH RARUILSH Y k witness point GZ S5UILRAT ABA PHORMR RERU ERLI Y k witness point OF RHP EA 03I0E A RI E TI BEICBSHCMANT a RBAHSAMRASREST DD KAT SOD MR ELLIE RIY hk witness point RIESI kK SRRORA AH HMR SHRATHEDOKELTH GEL AENBORE ISHS LEDOEMARMIZH ERAILDERHENT B ENISTOMBSHS PIBBEFADAL 1 2 MA BEDSOBRBMNH oA TEL BEA Ria SNRARUAAC RERULHEORF A A E EET MATS Em lta w Elk RERBRRHICRISREESNSWMARUG E A HARA HARRRUAHARMEE HREF RA MR LHEBBLATL REOMHYVATA CHIT RERUTOMBIR EY RBTOCEMTEY DD HENRBORMMIDECRMENTWOA WAFAA EH CAS LEAEOMAAHTOMhOMAICAT oe pRB BAL TWSADEBEL HTS BEMNTEOMABVATLERALTHE FLEET TENORBRUBEL ESNE TEOMAYA TLMAERBORWIIGBS LA BA BEML THEO BARC BMO mA Relies tie COkLDRMOC EM C6 REEI BEATEIML TEORH
101. rsued pursuant to and consistent with Section 6 1 11 TERMINATION 11 1 Termination for Convenience Buyer may terminate all or any part of this Order at any time by written notice to Seller Upon termination other than due to Seller s insolvency or default including any failure to comply with this Order Buyer and Seller shall negotiate reasonable termination costs consistent with costs allowable under Section 6 1 and identified by Seller within 30 calendar days of Buyer s termination notice to Seller unless the parties have agreed to a termination schedule in writing Buyer shall have the right to terminate at no cost all Orders with delivery lead times of 60 calendar days or longer by providing written notice within 14 calendar days of Seller s final Order acceptance 11 2 Termination for Default Except for delay due to causes beyond the control and without the fault or negligence of Seller or any of its Subcontractors lasting not more than 60 calendar days Buyer without liability may by written notice of default terminate the whole or any part of this Order if Seller a fails to perform within the time specified or in any written extension granted by Buyer b fails to make progress which in Buyer s reasonable judgment endangers performance of this Order in accordance with its terms and or c fails to comply with any of the Rev B Revised April 30 2014 General Electric Company 10 Bik Blk BEIBATSCEICKYWI
102. s as scheduled Seller shall pay 1 of the total amount of the Order per week or part of the week of delay up to 15 of the total value of the Order The parties agree that such amounts are a reasonable pre estimate of the damages Buyer will suffer as a result of delay based on circumstances existing at the time the Order was issued and are to be assessed as liquidated damages and not as a penalty However the parties agree that itis not possible for them to estimate or calculate the damages that Buyer may suffer as a result of delays exceeding 15 weeks accordingly for any delay exceeding 15 weeks Buyer shall be entitled to recover any documented additional damages that Buyer incurs as a result of Seller s additional delay In this context Seller hereby acknowledges that the goods and or services it provides hereunder may be linked to or a part of a back to back supply obligation of Buyer with its customer s Furthermore if Seller does not comply with Buyer s delivery schedule Buyer may require delivery by fastest method at Seller s cost Unless expressly agreed to the contrary in writing Buyer s remedies are cumulative and Buyer shall be entitled to pursue any and all remedies available under applicable law contract and or equity including but not limited to Buyer s right to terminate this Order for default 3 2 Unless otherwise stated on the face of the Order a goods shipped to Buyer s dock shall be delivered Rev B Re
103. sible for obtaining completing and submitting proper documentation regarding any and all changes including complying with any written change procedures issued by Buyer 7 QUALITY AND AUDITS 7 1 Inspection Testing Audits In order to assess Seller s work quality conformance with Buyer s specifications and compliance with applicable laws and the terms of this Order including but not limited to Seller s representations warranties certifications and covenants hereunder upon reasonable notice by Buyer a all goods materials drawings and services related in any way to the goods and services purchased hereunder including without limitation raw materials components intermediate assemblies work in process tools and end products shall be subject to inspection and test by Buyer its Affiliates its or their relevant customers and or its or their representatives each of the foregoing an Inspector at all times and places including locations where the goods and services are created or performed whether they are at premises of Seller Seller s Subcontractors or elsewhere and b Seller s books and records relating to this Order shall be subject to inspection and audit by an Inspector If any inspection test audit or similar oversight activity is made on Seller s or its Subcontractors premises Seller shall without additional charge i provide all reasonable access and assistance for the safety and convenience of the
104. sued by Buyer pursuant to the Order Unless otherwise agreed to in writing by Buyer Seller shall not make material commitments or production arrangements in excess of the quantities specified in the Order or release and or in advance of the time necessary to meet Buyer s delivery schedule Should Seller enter into such commitments or engage in such production any resulting exposure shall be for Seller s account Goods delivered to Buyer in excess of the quantities specified in Buyer s Order or release and or in advance of schedule may be returned to Seller at Seller s risk and expense including but not limited to any cost incurred by Buyer related to storage and handling of such goods b Cessation of Production Replacement Parts Seller shall give Buyer at least 180 calendar days prior written notice of the permanent discontinuance of production of any goods purchased hereunder and or necessary for the production provision of goods and or services hereunder The foregoing obligation shall survive termination or expiration of this Order for one calendar year Furthermore for all goods purchased hereunder Seller shall provide replacement parts for a period of 5 years after production by Seller of such goods ceases Seller shall continue to supply such replacement parts past the five year period if Buyer orders at least 20 replacement parts per year during such five year period The prices for any replacement parts purchased in t
105. te a modification of any of the terms of the Order which shall always prevail over any such offers quotations or proposals ANY ACCEPTANCE OR ACKNOWLEDGMENT OF THE ORDER BY SELLER INCLUDING WITHOUT LIMITATION BY BEGINNING PERFORMANCE OF ANY OF THE WORK OR ACTIVITIES CALLED FOR IN THE ORDER EVEN IF CONTAINING OR REFERENCING TERMS INCONSISTENT WITH OR IN ADDITION TO THE TERMS OF THE ORDER SHALL BE DEEMED AS A FULL ACCEPTANCE BY SELLER OF THE ORDER AND THE INCONSISTENT OR ADDITIONAL TERMS SHALL BE DEEMED INEFFECTIVE UNLESS THEY WERE SPECIFICALLY AND EXPRESSLY ACCEPTED BY BUYER IN WRITING TE ABA ARH ABABA RIE E TORR E LTAT ORNES RUARABR RNS RAIS BRLEO MELTHAUAA TWSRBAEME WES BALT IREX S EOS Cat ENKETORE ISR oN CNoSeBTI D Gh TREE E3 ARIA HERBIG ENEKRERVIEMS 5 VICKS MEMERT OttieSTOMHONEMBZENS FALE lace SN ERIBIL AMSAT Otho RBI S Nik HOP SMO RRISBAT SO EEL FDKIGR TRA a MBBS aL DO FIBMECEIBAICB UY TILREMEBIC ac SHEAR Y bk OLEH PHILS LEBRICE SHR RPGR O FB CHOD b AENBORMM scM EN TWSBSIL CORY TE FSRR RASA RAOS AE DRRR RTHDIBA AEABRRHICSUTH Ashna AERE tld HAREE RT NOEBAERBEWI BEI KORERBORIATL B ENTEODMTOA LAA RHEE OWNERS ZiAL KOEeBRLELY MELEE S RREO ALIA A RST OWORROERIL EDOR BOT b REXBORUOCECERCS AENREBORIAIL ISSR ARICOALIAA RSC OMORRIIBAT SO TEI KSRERBORBMRICAR AERBICBWUTH FA SLICER MISO R TI BFLECWIRRMABE NS lk SBRERBORREFETSA Chiz h ENSRAREEATWISOA EHMILBRLTWEELTSH TEI KSREMBO
106. tecting Seller from all claims under any applicable workers compensation and occupational disease laws or coverage similar to Workers Compensation and Employers Liability for each local employee in a jurisdiction where work in connection with this Order is performed in an amount equal at least to the greater of i what is required by applicable law and ii US 2 500 000 00 per occurrence and US 5 000 000 00 in the annual aggregate or the local currency equivalent d Property Insurance on an All risk basis covering the full replacement cost value of all property owned rented or leased by Seller in connection with this Order and covering damage to Buyer s its customer s or its Affiliates property in Seller s care custody and control with such policy being endorsed to designate Buyer as Loss Payee relative to its property in Seller s care custody and control le Appropriate Product Liability in the minimum amount of US 2 500 000 00 per occurrence and US 5 000 000 00 in the annual aggregate or the local currency equivalent f Sudden Accidental Pollution Liability in the minimum amount of US 2 500 000 00 per occurrence or the local currency equivalent In the event of equipment intended for subsea installation the minimum insurance amount shall be US 10 000 000 00 per occurrence or the local currency equivalent to include sudden and accidental releases onsite and offsite coverage and clea
107. thorized for Buyer s use In each case Seller will timely provide Buyer with supporting documentation including without limitation A pre registration numbers for each substance B the exact weight by weight percentage of any REACH Candidate List defined below substance constituting or contained in the goods C all relevant information that Buyer needs to meet its obligations under REACH to communicate safe use to its customers and D the documentation of the authorization for Buyer s use of an Annex XIV substance Seller shall notify Buyer if it decides not to pre register or register substances that will be subject to pre registration or registration under REACH and constitute or are contained in goods supplied to Buyer at least 12 months before their pre registration or registration deadline Seller will monitor the publication by the European Chemicals Agency of the list of substances meeting the criteria for authorization under REACH the Candidate List and immediately notify Buyer if any of the goods supplied to Buyer contain a substance officially proposed for listing on the Candidate List Seller shall provide Buyer with the name of the substance as well as with sufficient information to allow Buyer to safely use the goods or fulfill its own obligations under REACH c Restricted Materials Seller Covenants that none Rev B Revised April 30 2014 General Electric Company SMB VALY EY EINECS HE SHEMALE
108. time as Seller no longer possesses Buyer Personal Data 24 5 Seller understands and agrees that Buyer may require Seller to provide certain Personal Data Seller Personal Data such as the name address telephone number and e mail address of Seller s representatives in transactions and that Buyer and its Affiliates and its or their contractors may store such data in databases located and accessible globally by their personnel and use it for purposes reasonably related to the performance of this Order including but not limited to supplier and payment administration Seller agrees that it will comply with all legal requirements associated with transferring any Seller Personal Data to Buyer Buyer will be the Controller of this data for legal purposes and agrees not to share Seller Personal Data beyond Buyer its Affiliates and its or their contractors and to use reasonable technical and organizational measures to ensure that Seller Personal Data is processed in conformity with applicable data protection laws Controller shall mean the legal entity which alone or jointly with others determines the purposes and means of the processing of Personal Data By written notice to Buyer Seller may obtain a copy of the Seller Personal Data and submit updates and corrections to it 25 ENTIRE AGREEMENT This Order with documents as are expressly incorporated by reference is intended as a complete exclusive and final expression of the part
109. to or on behalf of Buyer without the prior written approval of Buyer Buyer may freely assign this Order to any third party or Affiliate 14 PROPER BUSINESS PRACTICES Rev B Revised April 30 2014 General Electric Company U General Electric Company GSUILZOFAH Be St WR RAL HBA RUERA T BMRARRS E LUHETS ENRHRMAAIHIEG SG ARIE Jik DERIBMRRRAOMM KMEKEOMEM CRISES RA OMA T DHE BE lk SRRBRMRESCRALEY BEATRLERRRW DARA SB WILKS LABAI SAR YS SBBCADAL EMSHNERBARIIGA LT LMR LS eR EMSITAMEELTH RRID STENZEOMBREBRIT SEOUL 13 RIRRUREE TEI RENDSHILKLOSAMOMSSLIC AEMERM SABA RHICBO lt A RUMABENS CBE PIA RIL RELEOR AR ADBATOMICkSBaM BENS LTI DRF BEML SENDBHAIC KOS RIORMBELIC AEMBICBDERHOSNSKFZOSR MISSBSRRAOBAEERHLEY KASHEYCLTE GSE TENDRZAIL AEREBORHFILMRENS FEL STORADORAMRYVICHWT a ADOMI SWCHENRISTOMBSHO SZM AAR TS NkBmRLAYR AYVELEATSCEERS RIE EnbaettTBEFAGCELERS W b HEOI ILBSIFSTOFHESOOVULA BH MRAMDS BEILKYRA SNS PRS REIT S SDI SEI SRBZANILPRREM SD SEODBMICKY RENMICREMESALERHAI FL SMERANMILERSE WARITSCEILOS Kto GEL SESER RHILROSBA SCHEMROKAA T H b REA EA NORE RLT ARIEMBILBD lt FRO MEBRELE SRERICBEST SF COMREEFOBAICOE BEERS EEL RIEMHIC AIO AMA H SSIS CORY CEL LEICA DYPSET GEL SEOBA Lk SBRMORBELIC HEMRBICZOEROSNK ReREIML RICRECKBLRATSICHEVYS BBC BRAC SAREMNDS TARE tA LTI D Zl RE AEMERHEARCHSSHI BABE FSECEMCES 14 Hi RS AAT 23 As an essential element of this Order
110. ts that it shall assume sole responsibility for any waste classified as Rev B Revised April 30 2014 General Electric Company FPEACHSECMMLIEA WOH RIE Y RESEP ETCHSCESM ITU SHOBZMICEUTHRAT OR ET FEOWO BMS eK A o RRRUGAR ABABA RWICBOSR EIR TET Othe SS eit OHO aA De TEL H GO FIST CH OEWMOS BIL KY BRAM TCA R Hote CHmkeENnERET FY bRUBA SH BEOIL EY RO SNOEWAORMICET DERGE TOHEA SO MAENSEMICIL a HH ZEREA TOSHA BB 29 CFR 1910 1200 b EUD REACH RBI EC No 1907 2006 HERU REYON RAMU RICA SEURA EC No 1272 2008 T CLP EUH 4967 548 EEC R UEUH1999 45 EC HE SNESE FAE c BAO D RI BEU SMRVUEIMR AI DUIT d TOMBEAEICM LMAORKIKSY TAMIL HP EM CHS EMMLEA EHET KY FTEDKEPEARLHRAPEMCHSCESAMIDTS th iFHIXTS UY TBA SH SKE L lt LAI NILHUO EM 49 CFR ARAFE TIMOI RUER E amp IATA CK VHESHNELOMNGENSERMOA aE TE PARU KAA YF Y a yvy SKE HARIR E KEEN DI BEL B5OKHR a KBARVURRS SBME LETRAR EONS FOR RIMDBSRFREEDELCERRATS h FO NILP FO FRUG BH RE AEA fe 2MWILAOS HM SNS AmE REAA AA AWENSHMEVBBASENSUO A 7 PTO F FA INLS FO F HERR BTU hn AAODTAMERISRBICHATSOLCAMRITSLE SIL DHIIIKC BERBeRSERVUBAABIELS b WEIR HRERDRVUEBEZILCMEIT SD HAT SES COBEFAS i BRM TE AEMBICBOCU CAZOE 29 hazardous or dangerous under applicable law that it generates in the performance of any services or supply of any goods under this Order including while at a Site or a Seller Group location
111. ty clause in all subcontracts it enters into related to its fulfillment of this Order 12 2 Insurance For the duration of this Order and until expiration of Seller s warranties hereunder Seller shall maintain through a primary insurance company licensed in the jurisdiction where goods are manufactured and or sold and where services are performed the following insurance a Commercial General Liability in the minimum amount of US 3 000 000 00 per occurrence and US 5 000 000 00 in the annual aggregate or the local currency equivalent with coverage for i bodily injury property damage including coverage for contractual liability insuring the liabilities assumed in this Order ii all of the following types of coverages where applicable A contractors protective liability B collapse or structural injury and C damage to underground utilities with all such coverages in this Section 12 2 a applying on a primary basis providing for cross liability not being subject to any self insured retention and being endorsed to designate General Electric Company its Affiliates directors officers agents and employees collectively the GE Parties as additional insureds b Business Automobile Liability covering all owned hired and non owned vehicles used in the performance of the Order in the minimum amount of US 2 000 000 00 per occurrence and US 5 000 000 00 in the annual aggregate or the local currency equivalent endors
112. vised April 30 2014 General Electric Company YLTEE SEL RENMAT SLEICMDDHSTED RIDOTTI B4R REOME EHS HASSE SASH CHRMILSBSLEBRERE RABAT MWD Male RIMS RMOKISRAL HAS NEL REMBA LEE TORBM mI Ik AERBO RAWEA N 3 SELRUTAEODRI 3 1 Resid AENROKAMBRRCHS THEIL B HAm KO onkKMMT OMOAERBORIMIC HE DOCEMABCHOEFPMENSESIL BRR lt REIS ZSHCBATS AEXSONMAAROLAMHOES ERE TEL PEERY ICSTOMARUMENS A E Pin mawertKaS SPIR RE Wikis RUMEMBGE thm EUD EREET LI Doha HRA ARI OF KELDRI AIT FASS O88 A aOR OLY CId RA LEH EXD EL BERMELOMBAIL MEXR CHAT SATE WARA SRRA EO RCL CREMNMRORSMtEAEREORTHROKR CDOT SBMICRBOkKtODCHY EWE E LTTE PEERSMEECLCHRRENS CEILS BIO KEL MAFAIA leHASHUEORRE LCREMRORSHeE REY RICHETOCEMAA FEC HOC CILBBTS LEKT BEAMS HA EIRA REM DWeBALRADBLOMRE LCR DBS MERSCHRATOCEICKY CHeEHETS CEMCES CHICMBET TEL FESR RH CHO ADDR SMRRLY EAZMREOTOM SII ORR BET OD TO A ERRI Sc ceeBOS SDI REMBELKMMP ESTE Dea FLEA EBA BEZEL TEORAA HEU RERO ATHY ok JRR SCENT 25 WRT SSBMSH CHRHICGENEURY E EMSITOMAIL SBRHCELOCHY BEL BRN MILLI4 TF 4 LBDEBOSNS VWOMA TETE HAC LCAEM ERR SHAG E EROSCEMT ZS 3 2 AERBOXNAICAM RO CMA HOBARRES a 6 FCA Seller s site and b goods shipped as MSD for delivery outside of the source country shall be delivered FCA Seller s site or FOB Port of Export where the goods will be delivered by sea All delivery designations are INCOTERMS 2010 Title to goods t
113. xported by Seller or its authorized transferees if any directly or indirectly except to the consigneels if any specified on this Order unless in accordance with applicable export laws and regulations The aforesaid obligations shall survive any satisfaction expiration termination or discharge of any other contract obligations a For Orders to Sellers in the E U Seller shall provide Buyer with i copies of any export authorization required for the export of Seller s goods materials or items outside the E U in accordance with any applicable export control law or regulation including Council Regulation EC 428 2009 as amended by EU Regulation 1232 2011 and as subsequently amended and supplemented to the Rev B Revised April 30 2014 General Electric Company ENS SDE RESMAL MHL RATS WR BRRERSVEVATRRORENEBAICSUT BE BONS TEMSRAILHRBCERWE SIL BEML A HARRIETT E BELAY SDR DEEDE MRR REtEAD OCR KEMERRITSCEMTE B WTHMOARM BAMBRICBBLT Bl lt ld IH BAI CROC BIGHT OMAFRELT NIKO BRICK Y KEROWRCHOM MIM L BARR EOWOiIE MA BReRLeBaA RE SEI LT IBMT OU RRRECR ORY OCERS BSIKAEM ERT DENTET 15 6 BROMRL SEL PxA Om 4 OMBKBMASENVS LICOKEOSRHAACH Sina AROURLIVMESETONS HITZA S nt SEAS CRT ORAS HB 502 MAS ces OMRAS HS 501RUTEDEY KOSLNBEN 6 atlit 15 7 HHER AEXESRUABABSRHILBESLT AEDST SEeCOMEBICS BIO BAL KE RUE EO SICA SHARMA BASNS E DIZ WEL BERILTOBOSNKRBZA GATS Be OD BR RMReHDS SED otHRenSm

NON-JAPANESE SUPPLIERS 全てのGE Oil&Gas法

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NON-JAPANESE SUPPLIERS 全てのGE Oil&amp;Gas法

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NON-JAPANESE SUPPLIERS 全てのGE Oil&Gas法