(AIR PRODUCTS LOGO)
    (LGL LOGO)




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##### 



Date4Between the partiesLihir Gold LimitedofLevel 7, Pacific Place,Cnr of Champion Parade and Musgrave Street,(PO Box 789)Port MoresbyPapua New GuineaAir Products PLC ofHersham Place Technology ParkMolesey RoadWalton on ThamesSurrey KT12 4RZEngland
 Background
    
    
    1
    
    
    The Principal wishes to enter into
a contract with the Supplier for
the design, engineering, manufacture and supply of the
Equipment in accordance with the Contract.2
    
    
    The Supplier has agreed to design,
engineer, manufacture and
supply the Equipment in accordance with the Contract.The parties agree
    
    

    as set out in the operative part of this agreement, in consideration of,
among other things, the mutual promises contained in this
agreement.




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##### 



1
    
    Definitions and interpretation1.1
    
    DefinitionsThe meanings of the terms used in this document are set out in clause 1.1 of Annexure
C General Conditions of Contract.1.2
    
    InterpretationIn this Instrument of Agreement, all defined terms used and which are defined in
Annexure C General Conditions of Contract have the same meaning as given to them in
Annexure C General Conditions of Contract.2
    
    Supply of the EquipmentIn consideration of the payment by the Principal to the Supplier of the Contract
Price, the Supplier shall supply the Equipment and otherwise perform its obligations
in accordance with the Contract.3
    
    Payment of Contract PriceSubject to the Supplier properly performing its obligations under the
Contract, the Principal shall pay the Supplier the Contract Price.4
    
    Contract documentsThe Contract consists of the documents listed below:(a)
    
    this Instrument of Agreement;(b)
    
    Annexure A  Contract Details;(c)
    
    Annexure B  Milestones and Pricing;(d)
    
    Annexure C  General Conditions of Contract;(e)
    
    Annexure D  Technical Specification;(f)
    
    Annexure E  Form of Bank Guarantee;(g)
    
    Annexure F  Parent Company Guarantee;(h)
    
    Annexure G  Liquidated Damages Regime; and(i)
    
    Annexure H  Process Data Sheet.In the event of any inconsistency, the Contract shall be interpreted in accordance
with the order of precedence shown above from the Instrument of Agreement as the
highest in the order.5
    
    Entire agreement5.1
    
    Previous agreementsThe Contract supersedes all previous agreements in respect of its subject matter
and embodies the entire agreement between the parties.




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##### 



Executed as an agreementSigned forLihir Gold Limitedby its authorised representativesign here4
    
    /s/  Arthur HoodAuthorised Representativeprint name
    
    Arthur Hoodin the presence ofsign here4
    
    /s/  Felicity BridgesWitnessprint name
    
    Felicity BridgesSigned forAir Products PLCby its authorised representativesign here4
    
    /s/  Chris AvisonAuthorised Representativeprint name
    
    Chris Avisonin the presence ofsign here4
    
    /s/  David R. EdmondsonWitnessprint name
    
    David R. Edmondson




---



##### 



Table of contentsAnnexure A  Contract Details
    
    
    5Annexure B  Milestones and Pricing
    
    
    8Annexure C  General Conditions
    
    
    15Annexure D  Technical Specification
    
    
    16Annexure E  Form of Bank Guarantee
    
    
    17Annexure F  Parent Company Guarantee
    
    
    18Annexure G  Liquidated Damages Regime
    
    
    20Annexure H  Process Data Sheet
    
    
    21




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##### 



Item
    
    Issue
    
    Detail1
    
    Contract Price
    
    the amount set out in Annexure B, as adjusted only in
accordance with clause 4 of Annexure B,.2
    
    Condition Precedent Date
(see clause 2.2 of Annexure C)
    
    15 June 2008 unless otherwise agreed in writing
between the parties3
    
    Date for Delivery 
(see clauses 1.1 and 14.2 of
Annexure C)
    
    The delivery date(s) to be met in accordance with the
Project Program with the last delivery to be on or before
  weeks from the Commencement Date.4
    
    Principal Authorisations
(see clause 18.3 of Annexure
C)
    
    Authorisations required to install or use the Equipment
in Papua New Guinea.5
    
    Parent Company
(see clause 2 of Annexure C)
    
    Air Products Group Limited

Hersham Place Technology Park
Molesey Road
Walton on Thames
Surrey KT12 4RZ
England6
    
    Site
(see clause 1.1 of Annexure C)
    
    Lihir Mine Site, Putput, Lihir Island, New Ireland Province, Papua New Guinea7
    
    Not used8
    
    Governing Law
(see clause 33.4(a) of
Annexure C)
    
    Queensland, Australia9
    
    Exclusive Jurisdiction
(see clause 33.4(b) of
Annexure C)
    
    Courts of Queensland, Australia10
    
    Industrial Special Risk
Insurance
(see clause 28.1(a)(1) of
Annexure C)
    
    Minimum amount of US$ (US
dollars) per occurrence




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##### 



Item
    
    Issue
    
    Detail11
    
    Public and Product Liability
Insurance
(see clause 28.1(a)(2) of
Annexure C)
    
    Minimum amount of US$ (US
dollars) per occurrence12
    
    Not used13
    
    Not used14
    
    Amount of Bank Guarantee
(required under clause 5 of
Annexure C)
    
    Refer Annexure B15
    
    Delay Event
(see clause 14.3 of Annexure
C)
    
    Refer Annexure C16
    
    Delay Liquidated Damages
cap
(see clause 27 of Annexure C)
    
    Refer Annexure G17
    
    Performance Guarantee
Payments cap
(see clause 27 of Annexure C)
    
    Refer Annexure G18
    
    Maximum liability

(see clause 27 of Annexure C)
    
    of the Contract Price19
    
    Delay Liquidated Damages
Rate
(see clause 14.4 of Annexure
C)
    
    Refer to Annexure G20
    
    Interest Rate
(see clause 1.1 of Annexure C)
    
    London Interbank Offered Rate (LIBOR) plus 2%21
    
    Not used22
    
    Principal
    
    Lihir Gold LimitedAddress
    
    Level 7, Pacific Place, Cnr of Champion Parade and
Musgrave Street, (PO Box 789), Port Moresby, Papua
New GuineaAttention
    
    Murray Gominsek, Senior Project EngineerFax
    
    +675 9864 018




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##### 



Item
    
    Issue
    
    Detail23
    
    Supplier
    
    Air Products PLCAddress
    
    Hersham Place Technology ParkMolesey RoadWalton on ThamesSurrey KT12 4RZEnglandAttentionFax24
    
    Principals Representative
Address
    
    Level 7, Pacific Place, Cnr of Champion Parade and
Musgrave Street, (PO Box 789), Port Moresby, Papua  New GuineaAttentionFax
 25
    
    Key Personnel

(see clause 9 of Annexure C)
    
    Role
Business Manager  Large
ASU SOE
    
    NameSenior Project Manager /
Project SponsorProject Manager




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##### 








---



##### 



1
    
    Indicative Milestone Amounts and Actual Milestone Events(a)
    
    Milestone Payment Schedule, Indicative Cost Breakdown and Actual durations of Works (approximate payment value is calculated on approximate Contract Price)




---



##### 



Explanatory Notes to Annexure B:
   Note 3  Documentary Evidence For Milestones are as follows (see also clause 18.1(c)(1)of Annexure C):




---



##### 








---



##### 



3
    
    Invoicing(a)
    
    Upon the achievement of each Milestone Event, the Supplier must submit to the
Principals Representative an original tax invoice showing:
 (1)
    
    the relevant Milestone Event; and(2)
    
    such supporting documentation as reasonably required by the Principal (in
reference to the explanatory notes to the table above).
 (b)
    
    With each Invoice, the Supplier must certify to the Principal that no Subcontractor or
any other person engaged by the Supplier arising out of or in connection with this contract
has a lien or similar entitlement to any of the Equipment or a charge on any moneys payable
by the Principal to the Supplier.(c)
    
    No later than 30 days after the receipt by the Principal of an original tax invoice and
any other documentation required under clause 3(a), the Principal must pay the Supplier the
amount shown in the tax invoice.(d)
    
    On receipt of the Principals payment, the Supplier will release the original
bank guarantee where due.(e)
    
    If the Principal disputes any amount in the invoice as presented by the Supplier, the
following shall apply:
 (1)
    
    The Principal must, within 30 days of receipt of the invoice, notify the Supplier
of the proportion of the invoice which is disputed;(2)
    
    In the meantime, the Principal must in accordance with clause 3(c), pay the
Supplier that proportion of the invoice which is not disputed;(3)
    
    Upon the issue of a notice under this clause 3(d)(1), the parties must discuss
the nature of the dispute and work together in a reasonable manner to resolve the
disputed amount;(4)
    
    If, at the expiry of 60 days from the date of receipt of invoice (or such other
time as agreed in writing between the parties), the parties have not reached
agreement on the disputed amount, either party may elect to address the dispute using
the dispute resolution process set out in clause 32 of Annexure C.
 (f)
    
    Any payment made under this clause is not acceptance of performance and is on account only.(g)
    
    Notwithstanding anything else in this contract, the Principal will not be required to
make any payment to the Supplier unless the Performance Security required by the contract
has been provided by the Supplier to the Principal in accordance with this contract.4
    
    Adjustments to the Contract Price(a)
    
    The Contract Price shall not be subject to adjustment for rise and fall.(b)
    
    For the avoidance of doubt, the Contract Price is not subject to adjustment for rise
and fall by reason of fluctuations in exchange rates.




---



##### 



5
    
    Valuation of variationsIn addition to the variation mechanism set out in clause 13 of Annexure C, the
parties agree that the following principles will apply to the valuation of the
listed types of variations:(a)
    
    For changes in relation to the DCS (as that term is defined in the Technical
Specification), any variations will be priced based on additional labour performed by the
Supplier at the then prevailing Supplier rates for senior or project engineers;(b)
    
    Prefabrication of pipe spools not already contemplated in the Technical Specification will
be at additional cost for only so much as that prefabrication exceeds any allowance in the
Technical Specification; and(c)
    
    Capital spare parts for the Equipment that are not already listed or included in the
Technical Specification will be charged to the Principal at the Suppliers actual
cost plus a fixed margin of %.




---



##### 








---



##### 



Table of contentsGeneral Conditions
    
    
    51
    
    Definitions and interpretation
    
    
    51.1
    
    Definitions
    
    
    51.2
    
    Interpretation
    
    
    152
    
    Conditions Precedent
    
    
    162.1
    
    The Conditions Precedent are:
    
    
    162.2
    
    Conditions precedent to satisfy or waive
    
    
    162.3
    
    Non-satisfaction of the conditions precedent
    
    
    173
    
    Parent company guarantee
    
    
    174
    
    Performance and payment
    
    
    174.1
    
    Performance of Works
    
    
    174.2
    
    Payment of Contract Price
    
    
    174.3
    
    Interest on overdue payments
    
    
    174.4
    
    Set Off
    
    
    174.5
    
    No adjustment to Contract Price
    
    
    175
    
    Securities
    
    
    185.1
    
    Supplier Performance Security
    
    
    185.2
    
    Principal Payment Guarantee
    
    
    185.3
    
    Replacement Securities
    
    
    185.4
    
    Release of Performance Security
    
    
    195.5
    
    Conversion of Performance Security
    
    
    196
    
    Warranties
    
    
    197
    
    Documents
    
    
    217.1
    
    Supply of documents by Principal
    
    
    217.2
    
    Supply of documents by the Supplier
    
    
    227.3
    
    Review documents (other than Critical Documents) provided by the Supplier
    
    
    227.4
    
    Approval of Critical Documents
    
    
    237.5
    
    Availability of documents
    
    
    237.6
    
    Documents to be in English
    
    
    247.7
    
    Inconsistencies
    
    
    248
    
    Supplier acknowledgement
    
    
    249
    
    Representatives
    
    
    259.1
    
    Appointment and Delegation
    
    
    259.2
    
    Role of Principal's Representative
    
    
    259.3
    
    Disputes as to Principal's Representative's decisions
    
    
    259.4
    
    Supplier and Principal not relieved
    
    
    259.5
    
    Supplier's Representative
    
    
    2510
    
    Key Personnel
    
    
    2610.1
    
    Key Personnel to perform Works
    
    
    2610.2
    
    Removal of Key Personnel by Supplier
    
    
    2610.3
    
    Removal of Key Personnel by Principal
    
    
    26




---



##### 



11
    
    Equipment
    
    
    2711.1
    
    Provision of Equipment
    
    
    2711.2
    
    Quality of Equipment
    
    
    2711.3
    
    Quality assurance
    
    
    2711.4
    
    Defective Equipment
    
    
    2711.5
    
    Direction to remedy and other rights
    
    
    2812
    
    Testing
    
    
    2812.1
    
    Inspection and Test Plan (ITP)
    
    
    2812.2
    
    Principal may order tests
    
    
    2812.3
    
    Who conducts tests?
    
    
    2912.4
    
    Costs of testing
    
    
    2912.5
    
    Other obligations remain unaffected by testing
    
    
    2913
    
    Variations
    
    
    3013.1
    
    Supplier must carry out Variation
    
    
    3013.2
    
    Contract Price Adjustment
    
    
    3013.3
    
    Other adjustments
    
    
    3013.4
    
    Payment Claim
    
    
    3113.5
    
    Changes by the Supplier
    
    
    3113.6
    
    Variation Order requirement
    
    
    3114
    
    Commencement and Delivery Completion
    
    
    3114.1
    
    Time for commencement
    
    
    3114.2
    
    Time for Delivery Completion
    
    
    3114.3
    
    Extensions of time
    
    
    3114.4
    
    Delay Liquidated Damages
    
    
    3315
    
    Progress and programming of the Works
    
    
    3415.1
    
    Progress
    
    
    3415.2
    
    Project Program  Minimum Requirements
    
    
    3415.3
    
    Project Program Updates
    
    
    3415.4
    
    Supplier acknowledgement
    
    
    3515.5
    
    Progress Meetings
    
    
    3515.6
    
    Directions
    
    
    3516
    
    Access
    
    
    3617
    
    Suspension of the Works
    
    
    3617.1
    
    Suspension by the Principals Representative
    
    
    3617.2
    
    Suspension by the Supplier
    
    
    3617.3
    
    Recommencement of work
    
    
    3717.4
    
    Cost of suspension
    
    
    3718
    
    Delivery Completion and Final Completion
    
    
    3718.1
    
    Delivery Completion
    
    
    3718.2
    
    Final Completion
    
    
    3818.3
    
    Risk in and title to the Equipment
    
    
    3819
    
    Performance Guarantees, Testing and Acceptance
    
    
    3819.1
    
    Performance Guarantees
    
    
    3819.2
    
    Principal's role during installation and commissioning
    
    
    3819.3
    
    Demonstrating achievement of Performance Guarantees
    
    
    3819.4
    
    Test Results
    
    
    3919.5
    
    Performance Test Acceptance
    
    
    39




---



##### 



19.6
    
    No adjustment following Performance Test
    
    
    3919.7
    
    Outcomes of Performance Testing
    
    
    3919.8
    
    Repeat Performance Tests
    
    
    4019.9
    
    Failure to perform a Performance Test
    
    
    4019.10
    
    Payment of Performance Guarantee Payments
    
    
    4019.11
    
    Performance Test at end of Warranty Period
    
    
    4120
    
    Warranty Period
    
    
    4120.1
    
    Warranty Period
    
    
    4120.2
    
    Defects at the Delivery Completion Date and during the Warranty Period
    
    
    4120.3
    
    Time for performing Defect rectification
    
    
    4220.4
    
    Access for rectification of Defects
    
    
    4220.5
    
    Failure to remedy Defects
    
    
    4220.6
    
    Urgent rectification
    
    
    4321
    
    Laws and Authorisations
    
    
    4321.1
    
    Inconsistencies
    
    
    4321.2
    
    Authorisations
    
    
    4322
    
    Taxes
    
    
    4422.1
    
    Liability for Taxes
    
    
    4422.2
    
    Export of Equipment
    
    
    4423
    
    Assignment and subcontracting
    
    
    4523.1
    
    Assignment
    
    
    4523.2
    
    Subcontracting
    
    
    4523.3
    
    Subcontractor warranties
    
    
    4523.4
    
    Subcontract provisions
    
    
    4623.5
    
    Supplier's responsibility
    
    
    4623.6
    
    Conduct of personnel
    
    
    4624
    
    Confidential Information
    
    
    4624.1
    
    Non disclosure
    
    
    4624.2
    
    Permitted disclosure
    
    
    4624.3
    
    Confidentiality undertakings
    
    
    4724.4
    
    Return of Confidential Information
    
    
    4724.5
    
    Survival
    
    
    4724.6
    
    Media releases
    
    
    4725
    
    Intellectual Property Rights
    
    
    4725.1
    
    Conduct of Claims
    
    
    4725.2
    
    Intellectual Property Rights granted to the Principal
    
    
    4725.3
    
    Survival of rights
    
    
    4726
    
    Damage to persons and property and indemnities
    
    
    4826.1
    
    Protection of people and property
    
    
    4826.2
    
    Loss or damage to the Equipment
    
    
    4826.3
    
    Indemnity from the Supplier
    
    
    4826.4
    
    Urgent protection
    
    
    4927
    
    Limit on liability
    
    
    4928
    
    Insurances
    
    
    5028.1
    
    Insurances to be effected
    
    
    5028.2
    
    General insurance requirements
    
    
    5028.3
    
    Excesses
    
    
    50




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##### 



28.4
    
    Effect of insurance
    
    
    5029
    
    Force Majeure
    
    
    5030
    
    Default and termination
    
    
    5130.1
    
    Supplier Event of Default
    
    
    5130.2
    
    Supplier Default Notice
    
    
    5130.3
    
    Rights of the Principal
    
    
    5130.4
    
    Principal Event of Default
    
    
    5130.5
    
    Principal Default Notice
    
    
    5130.6
    
    Rights of the Supplier
    
    
    5230.7
    
    Insolvency Event
    
    
    5230.8
    
    Rights of Principal following Termination
    
    
    5230.9
    
    Termination payments
    
    
    5330.10
    
    Return of Property
    
    
    5331
    
    Notification of Claims
    
    
    5331.1
    
    Notices of other claims
    
    
    5331.2
    
    Prescribed notices
    
    
    5431.3
    
    Continuing events
    
    
    5432
    
    Dispute resolution
    
    
    5432.1
    
    Dispute
    
    
    5432.2
    
    Negotiation
    
    
    5432.3
    
    Arbitration
    
    
    5532.4
    
    Litigation
    
    
    5532.5
    
    Continuity
    
    
    5532.6
    
    Injunctive or urgent relief
    
    
    5532.7
    
    Expert determination
    
    
    5532.8
    
    Selection of expert
    
    
    5632.9
    
    Rules of expert determination
    
    
    5632.10
    
    Expert finding
    
    
    5732.11
    
    Costs of expert determination
    
    
    5733
    
    General
    
    
    5733.1
    
    Costs and expenses
    
    
    5733.2
    
    Further assurances
    
    
    5733.3
    
    Notices
    
    
    5733.4
    
    Governing law and jurisdiction
    
    
    5833.5
    
    Prohibition and enforceability
    
    
    5833.6
    
    Waivers
    
    
    5933.7
    
    Entire agreement
    
    
    5933.8
    
    Variation to this Contract
    
    
    5933.9
    
    Counterparts
    
    
    5933.10
    
    To the extent not excluded by Laws
    
    
    5933.11
    
    Attorneys
    
    
    5933.12
    
    Survival of obligations
    
    
    59




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##### 



Annexure C  General Conditions1
    
    Definitions and interpretation1.1
    
    DefinitionsThe meanings of the terms used in this document are set out below.
 Term
    
    MeaningAs-Built Drawings
    
    the drawings and other information to be created by the Supplier which details
the manner in which the Equipment has been manufactured.As For Construction 
Documents
    
    the documents and other information to be created by the Supplier which details
the manner in which the Equipment is to be installed.Authorisation
    
    any approval, authorisation, code of conduct, government policy, consent,
exemption, filing, licence, notarisation, permit, registration, waiver by any
Government Agency, and includes any renewal of, or variation to, any of themBank Guarantee
    
    bank guarantees to be provided in the relevant form set out in Annexure F and
issued by a bank or other financial institution approved by the Beneficiary of the
guarantee.Business Day
    
    a day on which trading banks are open for business in Brisbane, Queensland
and London, UK, excluding a Saturday, Sunday or public holiday.Certification Role
    
    the responsibility of the Principals Representative to determine:1   whether Delivery or Delivery Completion has been achieved in accordance
with clause 18.1;2    whether Performance Test Acceptance has been achieved in accordance
with clause 19.5; and3    whether Final Completion has been achieved in accordance with clause 18.2Change of Law
    
    either:1    a change in legislation, ordinance, regulation, by-law, order or proclamation; or




---



##### 



2
    
    the introduction of new legislation, ordinance, regulation, by-law, order or proclamation,which:3
    
    comes into effect after the Commencement Date; and4
    
    in case of legislation, had not been:          foreshadowed;          introduced; or          tabled as bill in the parliament in which it was made,prior to the Commencement Date; and5
    
    in all cases, could not have been foreseen by a Relevant Supplier operating in Europe prior to the Commencement DateClaim
    
    includes any claim by the Supplier, any Government Agency or any other third
party against the Principal or the Principals Representative (including the
employees, agents, consultants and contractors of the Principal or Principals
Representative) for any:1
    
    Loss;2
    
    increase in the Contract Price or for payment of money (including damages); or3
    
    extension of time to the Date for Delivery:under, arising out of, or in connection with:1
    
    this Contract;2
    
    the Works; or3
    
    the Equipment,including any such claim under contract, in equity, under statute, in tort (including
for negligence) or otherwise (including negligent misrepresentations or for
restitution)Commencement Date
    
    the date this Contract has been executed by both parties.Commissioning Manual
    
    the manual to be prepared by the Supplier in accordance with this Contract for
the Commissioning of the EquipmentCommissioning
    
    commissioning and testing of the Equipment (following the issue of an
Installation Completion Certificate) by the Supplier and the Principal in
accordance with the Commissioning Manual and any installation and
commissioning management services agreement entered between the parties.Conditions Precedent
    
    the conditions set out in clause 2.1Condition Precedent
Date
    
    the date set out in item 2 of Annexure A.Confidential Information
    
    in relation to any party to this Contract, information relating to a partys business,
computer systems or affairs and includes any:




---



##### 



1
    
    trade secrets, know-how, scientific and technical information;2
    
    product, customer, marketing or pricing information;3
    
    information in relation to this Contract; and4
    
    any other information which a party
notifies the other is confidential, or which the other party knows or ought to know is confidentialContract
    
    The Instrument of Agreement and the documents set out in clause 4 of the
Formal Instrument of AgreementContract Price
    
    Refer item 1 of Annexure ACritical Documents
    
    any documents referred to in the Technical Specification as being critical.Date for Delivery
    
    Refer item 3 of Annexure A.Defect
    
    means:1
    
    any error, deficiency, omission, non-conformity, fault, failure, malfunction, irregularity or other mechanical defect in the Equipment; or2
    
    any aspect of the Equipment which is not in accordance with the Technical Specification.but excluding fair wear and tear and failure to install, commission ,operate or
maintain the Equipment in accordance with the Installation Manual, the
Commissioning Manual, or the Operation and Maintenance Manual or as
otherwise specified in the Technical Specification.Delay Event
    
    1
    
    a Principal-caused Delay;2
    
    a Variation which is the subject of a Variation Order in accordance with
clause 12.1 of Annexure C, other than a Variation requested by the Supplier under clause 12.6 of Annexure C;3
    
    a Change of Law;4
    
    an industrial dispute which results in a labour stoppage that:    has not arisen by reason of, or in connection with, events in any way connected with the Works or the Supplier; and    could not have been foreseen by a Relevant Supplier in the jurisdiction in which the Works are being performed having carried out all necessary
investigations; and5
    
    a Force Majeure Event;but excluding any events in item 1 to 5 which would not have occurred but for:6
    
    a breach of this Contract by, or the negligence or recklessness of, the Supplier or its Subcontractors;7
    
    the lack of legal capacity, or corporate powers, of the Supplier; orthe Principal or Principals Representative acting in accordance with this
Contract including any termination of the Contract in accordance with its terms.Delay Liquidated
Damages
    
    the liquidated damages payable under clause 14.4




---



##### 



Delay Liquidated 
Damages Rate
    
    has the meaning set out in item 19 of Annexure A and may only be adjusted in
accordance with clause 14.4Delegate of Principals
Representative
    
    has the meaning given in clause 9.1(c)Delivery
    
    that stage in the execution of the Works when:1    the Supplier has delivered any component or item of Equipment to the
Delivery Point in accordance with FAS Incoterms (2000); and2    such component or item of Equipment has been packed and prepared for
shipping in accordance with the requirements set out in the Technical Specification.Delivery Completion
    
    1    that stage in the execution of the Works when Delivery of all Equipment to
the Delivery Point has taken place in accordance with FAS Incoterms (2000).Delivery Claim
    
    has the meaning set out in clause 18.1(a)Delivery Completion 
Date
    
    the date of Delivery (expressed as a number of weeks from the Commencement
Date) of all items of Equipment in accordance with FAS Incoterms (2000) as
required in Annexure B.Delivery Point
    
    the location(s) prescribed by the Supplier (based on FAS Incoterms (2000)).Delivery Tests
    
    any of those tests identified as such and set out in the Technical Specification.Dispute
    
    any dispute, difference or disagreement arising between the parties relating to
the interpretation of this Contract or any matter arising out of, or in connection
with, this Contract, the Works, or the EquipmentDispute Notice
    
    has the meaning given to it in clause 32.2(b)Documents
    
    the plans, drawings, specifications, engineering data, manuals and any other
documents required by this Contract and created (or, where the context requires,
to be created) by the Supplier for the performance of the Works including the
Critical DocumentsEquipment
    
    the Air Separation Unit / 1700 TPD Oxygen Plant and related items of plant and
equipment to be engineered, procured, and supplied in accordance with this
Contract and described in more detail in the Technical Specification or the
materials, equipment and machinery forming part, or to form part, of the Air
Separation Unit / 1700 TPD Oxygen Plant and related items of plant and
equipment (as the context requires)Excluded Loss
    
    any Loss for:1    business interruption;




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2    loss of actual or anticipated profit or revenue; or3    consequential or purely economic loss, special or contingent damages of any
kind.Final Completion
    
    has the meaning set out in clause 18.2(a)Final Completion 
Certificate
    
    a certificate identified as such and issued by the Principals Representative
under clause 18.2(a) certifying that Final Completion has been achievedFinal Completion Date
    
    1    the date certified by the Principals Representative in a Final Completion
Certificate issued under clause 18.2(a) to be the date on which Final
Completion was achieved; or2    where another date is determined under clause 32 as the date on which Final
Completion was achieved, that other dateForce Majeure
    
    means (and is limited to) the following specific events or circumstances:1    earthquake, flood or other natural catastrophe;2    strike or lockout;3    embargo;4    civil disturbance, riot or armed conflict;5    rebellion or sabotage;6    curtailment, rationing or allocation of normal sources of supply of labour,
materials, transportation, energy or utilities;7    sufferance of or voluntary compliance with act of government and
government regulations (whether or not valid);8    fire or explosion, including radioactive or toxic explosion; and9    war, insurrection, riot or acts of terrorism;but only where those events or circumstances:10    are not reasonably foreseeable by the Relevant Supplier;11    are beyond the reasonable control of the Supplier; and12    are such that, even with the exercise of Good Engineering and Procurement
Practices, the Supplier would not be able to prevent or overcome.Good Engineering and
    
    practices followed when work is undertaken:Procurement Practices1    in a sound and workmanlike manner;2    with due care and skill;3    with due expedition and without unnecessary or unreasonable delays; and4    to the standard agreed in the Technical Specification.Government Agency
    
    any government or governmental, semi-governmental, judicial, quasi-judicial or
administrative entity, agency or authority having jurisdiction over any part of, or
in connection with, the Works, or the EquipmentIndustrial Action
    
    a strike, lockout, demarcation or industrial dispute which affects any




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Manufacturing FacilityInsolvency Event
    
    where:1    a party informs the other party or the partys creditors it is insolvent or unable
to pay its debts as they fall due or the other party reasonably suspects that
the party is insolvent or unable to pay its debts as they fall due;2    a party enters into a composition or arrangement with its creditors or calls a
meeting of creditors to enter into a composition or arrangement;3    a mortgagee seeks to exercise a right of possession or control over the
whole or part of a partys property;4    a party takes or has instituted against it an action or proceedings whether
voluntary or compulsory with the object of, or which may result in, the
winding-up of a party;5    a party has a winding-up order made against it or passes a resolution for
winding-up;6    a party goes into liquidation;7    any writ of execution, garnishee order, mareva injunction or similar order,
attachment, distress or other process is made, levied or issued against or in
relation to any asset of a party; or8    an act is done or an event occurs which, under the laws from time to time of
a country having jurisdiction in relation to a party, has an analogous or similar
effect to any of the events in paragraphs 1 to 7;Instrument of Agreement
    
    the document identified as such which, when entered into by the Principal and
the Supplier, forms this ContractInstallation Completion 
Certificate
    
    a certificate identified as such and issued by the Installation and Commissioning
Manager, as part of the services to be provided under an installation and
commissioning management services agreement, certifying that the Equipment:1    has been installed in accordance with the Installation Manual and any other
instructions given by the Installation and Commissioning Manager; and2    is ready for safe Commissioning,and which attaches the As-Built Drawings.Installation and
Commissioning Manager
    
    the representative of the Supplier who will provide the Installation and
Commissioning Management Services at the SiteInstallation and
Commissioning
Management Services
    
    services to be provided by the Supplier under an installation and commissioning
management services agreementInstallation Manuals
    
    the manuals to be prepared by the Supplier in accordance with this Contract for
the installation of the Equipment which must contain all necessary information to
enable an experienced contractor to install the EquipmentIntellectual Property 
Rights
    
    1    inventions, discoveries and novel designs, whether or not registered or
registrable as patents or designs, including developments or improvements
of equipment, products, technology, processes, methods or techniques;2    copyright (including future copyright) throughout the world in all literary




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##### 



works, artistic works, computer software, and any other work or subject
matter in which copyright subsists and may in the future
subsist;3    Confidential Information (only to the extent comprising any of items 1, 2, and
4 of this definition)i; and4    trade and service marks (whether registered or unregistered)Intended Purpose
    
    the intended purpose of the Equipment as stated in this Contract and the
Technical Specification.Interest Rate
    
    the rate set out in item 20 of Annexure AKey Personnel
    
    each of the Suppliers personnel identified in item 25 of Annexure A, and Key
Person means each of them.Law
    
    includes, from time to time, all applicable:1    Acts, ordinances, regulations, by-laws, orders, awards and proclamations of
any jurisdiction in which the Works are undertaken;2    Authorisations;3    principles of law or equity established by decisions of courts of any
jurisdiction in which the Works are undertaken;4    standards, codes and guidelines which have the force of law of any
jurisdiction in which the Works are undertaken; and5    fees, rates, taxes, levies and charges payable in respect of those things
referred to in paragraphs (1), (2), (3) and (4) of this definition,whether or not existing at the Commencement Date, as they apply to the
performance of this Contract or the Works.Loss
    
    includes any loss, cost, expense, damage or liability (including any fine or
penalty) whether , present or future, fixed or unascertained, actual or contingent
and whether arising under Contract, in equity, under statute (to the maximum
extent possible), in tort (including for negligence) or otherwise (including
negligent misrepresentation or in restitution), but excluding Excluded LossManufacturing Facilities
    
    any places of manufacture or assembly for any part of the Equipment including
any Subcontractors places of manufacture or assemblyMilestone Event
    
    each event identified as such and set out in Annexure B.Milestone Amount
    
    the part of the Contract Price that is attributable to and payable in respect of an
applicable Milestone Event as set out in clause Annexure B.Monthly Progress 
Meeting
    
    the monthly meeting between the Principal and the Supplier pursuant to clause
15.5.Operation and
Maintenance Manual
    
    the manual(s) to be prepared by the Supplier in accordance with this Contract for
the operation, maintenance and repair of the Equipment




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##### 



Parent Company 
Guarantee
    
    a guarantee to be provided by the Parent Company under clause 3 of Annexure
C in the form set out in Annexure F or as otherwise acceptable to the PrincipalParent Company
    
    the entity set out in item 5 of Annexure APayment Guarantee
    
    means the Bank Guarantee(s) provided by the Principal as set out in clause
5.2(a) which term also includes any replacement or additional Bank Guarantee
provided by the Principal.Performance Guarantee 
Payments
    
    the applicable amounts payable pursuant to clause 19.7 or 19.8 and Annexure
G.Performance Guarantees
    
    each of the guaranteed performance levels for pressure, purity, flowrate and
power consumption as set out in the Technical Specification.Performance Security
    
    means the Bank Guarantee(s) provided by the Supplier as set out in clause
5.1(a) which term also includes any replacement or additional Bank Guarantee
provided by the Supplier.Performance Shortfall
    
    in respect of each Performance Guarantee, the amount by which the
performance level achieved at the Performance Tests fails to meet the
applicable Performance GuaranteePerformance Tests
    
    each of the tests identified as such and set out in Appendix J of the Technical
Specification to be performed by the Supplier and the Principal to ensure the
Equipment achieves the Performance Guarantees.Performance Test 
Acceptance
    
    has the meaning set out in clause 19.5Performance Test 
Acceptance Date
    
    1    the date certified by the Principals Representative in a Performance Test
Acceptance Certificate issued under clause 19.5 to be the date on which
Performance Test Acceptance was achieved; or2    where another date is determined under clause 32 as the date on which
Performance Test Acceptance was achieved, that other datePerformance Test 
Acceptance Certificate
    
    a certificate identified as such and issued by the Principals Representative
under clause 19.5 certifying that Performance Test Acceptance has been
achievedPerformance Test 
Procedure
    
    means the performance testing protocol established under the Technical
Specification.Principal Authorisations
    
    each of the documents referred to in item 4 of Annexure APrincipal-caused Delay
    
    1    delay or disruption caused by:




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    the Principal; or    the Principals Representative,but does not include any delay or disruption caused by the Principal or the
Principals Representative acting in accordance with this Contract;2    an act of prevention of the Principal or Principals Representative including a
breach by the Principal of any of its obligations under this Contract, but does
not include any delay or disruption caused by the Principal or the Principals
Representative acting in accordance with this Contract;3    suspension of the Works by the Principal or the Principals Representative
under clause 17.1(a)(1)Principal Event of
Default
    
    where the Principal fails (i) to pay an amount of money due to the Supplier in
accordance with this Contract and pursuant to an invoice within 20 Business
Days of the date that amount became due and payable and that amount is not
disputed by the Principal or (ii) to provide a new or replacement Bank
Guarantee.Principals
Representative
    
    has the meaning set out in clause 9.1Process Data Sheet
    
    is a Principal supplied document and is the process design data tabulated in
Annexure H.Project Program
    
    the program of Delivery times referred to in Annexure B and the Project
Schedule in the Technical Specification, or if reviewed by the Principal in
accordance with clause 15.3(f), the latest Updated Project ProgramQuality Management 
System
    
    The Suppliers quality system shall generally conform to ISO9001:2000 and shall
address the requirements to achieve full conformance of product to the Contract.Relevant Supplier
    
    an internationally experienced manufacturer of air separation plants, of the
highest skill and quality, with particular experience in component manufacture
and supply of parts for an oxygen plant.Site
    
    means the Principles site set out in item 6 of Annexure A.Spare Parts List
    
    the list identified as such and set out in the Technical SpecificationSubcontractor
    
    includes any subcontractor,
consultant or supplier engaged by the Supplier in connection with the WorksSunset Date
    
    6 months after receipt by the Supplier of a notice to proceed under clause
19.3(a).Supplier Default Notice
    
    has the meaning given to it in clause 30.1




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##### 



Supplier Event of Default
    
    where:1    the Supplier fails to comply with the Technical Specification;2    the Supplier fails to reinstate damage or loss to the Works or the Equipment
required to be reinstated by it under this Contract as required under clauses
26.2 or 20.5 and in any case with due expedition and without delay;3    the Supplier fails to effect or maintain insurance (or provide evidence of
insurance) required to be effected and maintained by the Supplier under this
Contract;4    the Supplier suspends the Works in breach of clause 17.2;5    the Security is not lodged and maintained in accordance with clause 5.1;6    the Supplier is still not able to achieve Delivery Completion having become
liable to pay the total Delay Liquidated Damages to 100% of the cap set out
in item 16 of Annexure A; or7    the Supplier commits any other material breach of this Contract.Suppliers
Representative
    
    has the meaning set out in clause 9.5(a)Table of Key Dates for
Documentation
    
    the table identified as such and set out in the Technical Specification.Tax
    
    any income, land, indirect and other taxes, levies, imposts, deductions, charges,
duties, compulsory loans and withholdings, including financial institutions duty,
debits tax or other taxes whether incurred by, payable by return or passed on to
another person and includes any interest, penalties, charges, fees, fines or other
amounts imposed in respect of any of the above, but does not include GST or
stamp dutyTechnical Specification
    
    Means the document set out in Annexure D.Training Manuals
    
    the manuals to be prepared by the Supplier in accordance with this Contract for
the training of the Principals personnel to operate, maintain and repair the
EquipmentUpdated Project 
Program
    
    has the meaning given to it in clause 15.3(b)Variation
    
    any one or more of the following:1    an increase, decrease or omission of any part of the Works;2    any change in the character or quality of any Equipment or any part of the
Works; or3    any change in the method, sequence or timing of the Works,but does not include a direction by the Principal or the Principals Representative
to perform the Works in accordance with this ContractVariation Order
    
    a written direction from the Principal identified as such directing the Supplier to
carry out a Variation




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##### 



Variation Quotation
    
    has the meaning given to it in clause 13.1(c)Warranty Period
    
    has the meaning given in clause 20.1 including as that period is extended
pursuant to clause 20.2(e)Workplace Health and
    
    all workplace, health and safety related:Safety Legislation1    legislation;2    codes of practice; and3    standards,where any part of the Works is being performedWorks
    
    all matters or things which the Supplier is required to do to engineer, design,
procure and supply the Equipment in accordance with all the requirements of this
Contract including:1    the Technical Specification;2    Variations which are the subject of a Variation Order; and3    the Performance Guarantees.
 1.2
    
    Interpretation(a)
    
    In this Contract, unless expressly stated otherwise:
 (1)
    
    words importing the singular include the plural and vice versa;(2)
    
    words importing a gender include any gender;(3)
    
    other parts of speech and grammatical forms of a word or phrase defined in this
Contract have a corresponding meaning;(4)
    
    an expression importing a natural person includes any company, partnership,
joint venture, association, corporation or other body corporate and any
Government Agency;(5)
    
    a reference to any thing (including any right) includes any part of that thing, but
nothing in this clause 1.2(a)(5) implies that performance of part of an obligation
constitutes performance of the entire obligation;(6)
    
    a reference to a part, clause, party, annexure, exhibit or schedule is a reference
to a part and clause of, and a party, annexure, exhibit and schedule to, this
Contract and a reference to this Contract includes any annexure, exhibit and
schedule;(7)
    
    a reference to a statute, regulation, proclamation, ordinance or by-law includes
all statutes, regulations, proclamations, ordinances or by-laws amending,
consolidating or replacing it, and a reference to a statute includes all
regulations, proclamations, ordinances and by-laws issued under that statute;(8)
    
    a reference to a document includes all amendments or supplements to, or
replacements or novations of, that document;(9)
    
    a reference to a party to a document includes that partys successors and
permitted assigns and that partys employees, agents, consultants and
contractors;(10)
    
    a reference to an asset includes property of any nature, including a business,
right, revenue and benefit;




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##### 



(11)
    
    a reference to liquidation includes official management, appointment of an
administrator, compromise, arrangement, merger, amalgamation, reconstruction,
winding-up, dissolution, assignment for the benefit of creditors, scheme,
composition or arrangement with creditors, insolvency, bankruptcy, or any similar
procedure or, where applicable, changes in the constitution of any partnership or
person, or death;(12)
    
    a reference to a body, other than a party to this Contract (including an
institute, association or authority), whether statutory or not:
 (A)
    
    which ceases to exist; or(B)
    
    whose powers or functions are transferred to another body,is a reference to the body which replaces it or substantially succeeds
to its powers or functions;
 (13)
    
    a reference to the Principals Representative will also be a reference to any
Delegate of Principals Representative to the extent that a delegate is delegated
functions of the Principals Representative; and(14)
    
    a reference to this Contract is a reference to these terms and conditions
together with all schedules, annexures and attachments thereto.
 (b)
    
    In this Contract, headings and boldings are for convenience only and do not affect the
interpretation of this Contract.(c)
    
    If the day on or before which any act, matter or thing must be done under this Contract is
not a Business Day, that act, matter or thing must be done on the next Business Day.(d)
    
    Specifying anything in this Contract after the words includes, including or for
example or similar expressions does not limit what else is included unless there is express
wording to the contrary.(e)
    
    No provision of this Contract will be construed adversely to a party solely on the
ground that the party was responsible for the preparation of this Contract or that
provision.
 2
    
    Conditions Precedent2.1
    
    The Conditions Precedent are:(a)
    
    the Supplier provides to the Principal, in a form acceptable to the Principal, evidence
of the insurances required to be effected by the Supplier under clause 28 of Annexure D; and(b)
    
    the Supplier provides to the Principal the Performance Security in accordance with clause
5 of Annexure D.(c)
    
    the Parent Company executes the Parent Company Guarantee in favour of the Principal;(d)
    
    the Supplier provides to the Principal a legal opinion, in a form acceptable to
the Principal, with respect to the Parent Company entering into the Parent Company
Guarantee and that the Parent Company Guarantee is enforceable in accordance with its
terms against the Parent Company in the jurisdiction in which the Parent Company is
incorporated.2.2
    
    Conditions precedent to satisfy or waive(a)
    
    The Supplier must use best endeavours to satisfy all of the Conditions Precedent prior to
the Condition Precedent Date.(b)
    
    The Conditions Precedent are solely for the benefit of, and may only be relied upon by,
the Principal.




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##### 



2.3
    
    Non-satisfaction of the conditions precedent
 Subject to clause 33.12, if the Conditions Precedent are not:(a)
    
    satisfied; or(b)
    
    waived in writing by the Principal,(c)
    
    prior to the Condition Precedent Date, the Principal may elect to treat this Contract as
being at an end and recover from the Supplier all amounts paid under the Contract except for
such
other costs reasonably and necessarily incurred by the Supplier prior to the date of
termination in the expectation of completing the Works and not included in any other payment by
the Principal to the Supplier.3
    
    Parent company guaranteeThe Supplier must provide a Parent Company Guarantee executed by the Parent
Company for the performance of the obligations of the Supplier under this
Contract.4
    
    Performance and payment4.1
    
    Performance of WorksThe Supplier must perform and complete the Works in accordance with:(a)
    
    this Contract;(b)
    
    Good Engineering and Procurement Practices; and(c)
    
    all Laws.4.2
    
    Payment of Contract PriceThe Principal must pay the Supplier the Contract Price (which is in US dollars)
in US dollars in accordance with Annexure B and this Contract.4.3
    
    Interest on overdue paymentsIf any money due to either party remains unpaid after the date on which it should
have been paid, interest at the Interest Rate is payable on the money from the day
after it should have been paid up to and including the date on which the money is
paid.4.4
    
    Set OffAs a pre-condition to the drawing on any Bank Guarantee, the Principal may deduct
or set-off from payments to the Supplier or the Performance Security any amounts:(a)
    
    for which the Supplier must reimburse the Principal;(b)
    
    which the Principal pays on the Suppliers behalf; or(c)
    
    which the Supplier owes to the Principal.4.5
    
    No adjustment to Contract PriceThe Supplier accepts and acknowledges that:(a)
    
    the Contract Price represents its full and complete payment for:




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##### 



(1)
    
    all matters and things necessary for the performance and completion of the Works in accordance
with this Contract; and(2)
    
    all of the Suppliers obligations under this Contract; and
 (b)
    
    the Supplier is not entitled to any increase in the Contract Price except:
 (1)
    
    in accordance with clause 12 as a result of a Variation which is the subject of a Variation
Order; or(2)
    
    for cost reimbursable items as set out in Annexure B.
 5
    
    Securities
 5.1
    
    Supplier Performance Security
 (a)
    
    The Supplier shall provide to the Principal such Bank Guarantees as are required pursuant to
Annexure B. Bank Guarantees will only be released in accordance with clause 5.4.(b)
    
    The Supplier must ensure that the Performance Security remains valid and enforceable until the
date of its return in accordance with this Contract.(c)
    
    The Performance Security must not have any provision inconsistent with the rights of the
Principal incorporated in this Contract.5.2
    
    Principal Payment Guarantee(a)
    
    The Principal shall provide to the Supplier such Bank Guarantees as are required pursuant to
Annexure B. Bank Guarantees will only be released in accordance with clause 5.4.(b)
    
    The Principal must ensure that the Payment Guarantee remains valid and enforceable until the
date of its return in accordance with this Contract.(c)
    
    The Payment Guarantee must not have any provision inconsistent with the rights of the Supplier
incorporated in this Contract.5.3
    
    Replacement Securities(a)
    
    Without limiting clause 5.4, the parties shall, not less than
20 Business Days prior to the expiry of the Payment Security or Performance Security:
 (1)
    
    Arrange for the replacement of the relevant Bank Guarantee in
accordance with the requirements for security set out in Annexure B;(2)
    
    Notify the other party of the replacement Bank Guarantee and provide such reasonable assistance
as necessary to facilitate the exchange of guarantees from the partys respective financial
institutions.
 (b)
    
    For the removal of doubt, a replacement or additional Payment Security or Performance Security
can only be drawn upon by a party to this Contract provided the necessary Milestone Event in clause
2 of Annexure B has been reached and the related Milestone Payment has been made (with the
exception of amounts in dispute).(c)
    
    In addition to any other right of the parties to draw on a Bank Guarantee, a party may make a
drawing on a Bank Guarantee if the obligation to provide a replacement Bank Guarantee pursuant to
this clause 5.3 is not satisfied by 15 Business Days prior to the expiry of the Bank Guarantee, in
which event that party may draw the full face value of the Bank Guarantee and hold that amount as
Payment Security or Performance Security, in accordance with this Contract.




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##### 



5.4
    
    Release of Performance SecurityA party must release to the other party any and all Bank Guarantees within 20 Business
Days following the Final Completion Date after deduction of any withholding or set-off
that party is entitled to make pursuant to this Contract (in accordance with clause
4.4), provided however that if there are disputes outstanding with respect to the
Contract at such date, then the date for release by the party of the Payment Security
or Performance Security will be 5 Business Days after the date on which the last of
those disputes to be resolved is resolved to the reasonable satisfaction of that
party.5.5
    
    Conversion of Performance Security(a)
    
    Subject to the terms of the Payment Security or Performance Security (Security) and a
partys right to demand, receive or use the proceeds of that Security pursuant to the terms of
the Contract, a party may demand, receive and use the proceeds of the Security whenever that
party asserts a right to the payment of money by the other party under, arising out of or in
connection with this Contract (including liquidated damages) or otherwise at law relating to
the Works or the Equipment.(b)
    
    Each party covenants with the other that, subject to complying with the terms of the Bank
Guarantee, a party will not institute any proceedings, or exercise any right or take any steps
to injunct or otherwise restrain:
 (1)
    
    the financial institution that issued the Security from paying the other
party pursuant to the Security; or(2)
    
    that party from taking any steps for the purpose of making a demand under any
Security or receiving payment under the Security, or otherwise exercising its rights
under the Security; or(3)
    
    that Party using the money received under the Security,even where the other party disputes the first partys right to payment (including
where dispute resolution proceedings have been commenced under clause 32).
 (c)
    
    Where a party has had recourse to a Security and it is subsequently found that the
amounts drawn down were not payable by the other party:
 (1)
    
    subject to clause 5.5(c)(2), the party who drew on the Security must repay the
amount not payable to the other party within 30 Business Days with interest at the
Interest Rate;(2)
    
    the party may, prior to repayment, set-off any such amounts referred to in
clause 5.5(c)(1) against any Loss that party has suffered; and(3)
    
    repayment of such amounts and interest referred to in clause 5.5(c)(1) will be
the sole remedy of the other party against the party that incorrectly drew on the
guarantee with respect to any such wrongful recourse to the Security.
 6
    
    Warranties(a)
    
    The Supplier acknowledges and agrees that:
 (1)
    
    the Principal is relying on the Suppliers skill, expertise and judgment for
the performance and completion of the Works in accordance with this Contract;(2)
    
    the Process Data Sheet (which is a Principal supplied document):
 (A)
    
    is not a design (and that the development and completion of the
Technical Specification and a detailed design for the Equipment forms part
of the Works and is the sole responsibility of the Supplier); and(B)
    
    does not set out a scope of the Works;




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(b)
    
    The Supplier warrants to the Principal that the Supplier:
 (1)
    
    will, at all times, be suitably qualified and experienced, and will exercise
the skill, care and diligence of a Relevant Supplier in the performance and
completion of the Works;(2)
    
    will engage and retain Subcontractors who are suitably qualified and experienced
and will coordinate the activities of the Subcontractors so that the Works are
performed and completed in a proper and workmanlike manner;(3)
    
    has examined and carefully checked the Process Data Sheet (jointly with the
Principal) and confirms that it is accurate, suitable, appropriate and adequate for
the Intended Purpose; and will develop and complete the Documents in accordance
with the Technical Specification:
 (A)
    
    so that the Documents are accurate, suitable, appropriate and
adequate for the Intended Purpose; and(B)
    
    to comply with all the requirements of this Contract (including Good
Engineering and Procurement Practices);
 provided that the Supplier is not responsible for inaccuracies in data
contained in the Process Data Sheet supplied by the Principal.
 (c)
    
    The Supplier warrants as follows in relation to the Equipment and each part of the
Equipment:
 (1)
    
    the Equipment is manufactured to the highest standard of care, skill and
diligence that would normally be expected of a reputable and competent
organisation providing goods similar to the Equipment ;(2)
    
    the Equipment is free of Defects;(3)
    
    the Equipment complies with all relevant codes and standards set out in the
Technical Specification and with best industry practices;(4)
    
    the Equipment conforms to the requirements of this Contract including the
Technical Specification; and(5)
    
    the Equipment is new.
 (d)
    
    The Supplier warrants and must ensure that, unless otherwise provided in this Contract,
the Supplier:
 (1)
    
    owns or is entitled to use (or will on creation own or be entitled to use) the
Intellectual Property Rights in all Documents including the As-Built Drawings and
Critical Documents and the Equipment; and
 (2)
    
    is entitled to licence to the Principal the Intellectual Property Rights in
the Documents, As-Built Drawings, Critical Documents and the Equipment in
accordance with clause 25.2.
 (e)
    
    The Supplier indemnifies and holds harmless the Principal against any Loss, action or
Claim arising from:
 (1)
    
    any infringement or alleged infringement of Intellectual Property Rights owned by
a third person in respect of any of the Documents, As-Built Drawings, Critical
Documents or the Equipment;(2)
    
    any breach of the warranty set out in clause 6(d); and(3)
    
    the conduct of any infringement claim by the Supplier under clauses 6(d) or
6(e).
 This indemnity is conditioned on the Principal agreeing (i) to notify the Supplier
forthwith of any alleged infringement or breach (ii) not to compromise or settle any
claim for which it is indemnified under this clause and (iii) giving the Supplier
the conduct of any such claim, provided the Supplier acts as a prudent defendant in
the conduct of that claim.




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##### 



(f)
    
    The indemnity in clause 6(e) shall not exceed the total aggregate of the amount set out in
item 18 of Annexure A.(g)
    
    Each party represents and warrants that:
 (1)
    
    it is a company duly incorporated and validly existing under the laws of its
place of incorporation;(2)
    
    it has taken all necessary action to authorise the execution, delivery and
performance of this Contract, in accordance with its terms;(3)
    
    it has power to enter into and perform its obligations under this Contract and
to carry out the transactions contemplated by this Contract;(4)
    
    its obligations under this Contract are valid and binding and are enforceable
against it in accordance with respective terms subject to any necessary stamping
and registration, the availability of equitable remedies and laws relating to the
enforcement of creditors rights;(5)
    
    it has the corporate power to own its own assets and to carry on its business as
it is now being conducted;(6)
    
    the execution, delivery and performance of this Contract and the transactions
under it do not:
 (A)
    
    breach its constitution or other constituent documents; or(B)
    
    breach any Law or decree of any court or official directive which is
binding on it;(C)
    
    violate any other document or agreement to which it is expressed to be
a party or which is binding on it or any of its assets; or(D)
    
    cause a limitation on its powers or the powers of its directors or
other officers to be exceeded; and
 (7)
    
    no litigation, arbitration, tax claim, dispute or administrative or other
proceeding (which has not been disclosed to the Principal in writing prior to the
Commencement Date) has been commenced, is pending or, to its knowledge, threatened in
writing against it which is likely to have an adverse effect upon it or its ability
to perform its financial or other obligations under this Contract.
 (h)
    
    Each of the representations and warranties given in clause 6(g):
 (1)
    
    survive the execution of this Contract; and(2)
    
    are regarded as repeated on the Commencement Date and the date of each payment
of amounts due under each tax invoice, with respect to the facts and circumstances
then subsisting.
 (i)
    
    Each party acknowledges that the other party is relying on the representations and
warranties made to it in connection with this Contract.(j)
    
    All of Suppliers warranties in relation to the Equipment are expressly set out in this
Contract and are in lieu of any warranty of merchantability or of fitness for a particular
purpose. To the extent permitted by law, the warranties in this Contract are in lieu of all
express or implied warranties of any kind which are imposed by statute or any Laws.7
    
    Documents7.1
    
    Supply of documents by Principal
 (a)
    
    All documents supplied by the Principal to the Supplier:
 (1)
    
    remain the property of the Principal; and




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##### 



(2)
    
    must be returned by the Supplier to the Principal upon the Principals demand.
 (b)
    
    Where any document to be returned to the Principal under clause 7.1(a) is required by
the Supplier to perform the Suppliers obligations under this Contract, the Supplier:
 (1)
    
    may retain a copy of that document, following the documents return to the
Principal, only for as long as the copy is so required; and(2)
    
    must notify the Principal in writing specifying any copies that the
Supplier retains pursuant to clause 7.1(b)(1).
 (c)
    
    All documents supplied by the Principal to the Supplier must not, without the prior
written approval of the Principal, be used, copied or reproduced for any purpose except for
the performance of the Works.
 7.2
    
    Supply of documents by the Supplier
 (a)
    
    The Supplier must:
 (1)
    
    to the extent that documents (including Documents) which the Supplier is
required to provide under this Contract have not already been completed and
included in the Technical Specification, develop and complete or cause the
development and completion of those documents, in accordance with this Contract and
Good Engineering and Procurement Practices; and(2)
    
    not make, cause or permit to be made any changes or amendments to the documents
which have been approved by, the Principals Representative under clause 7.4 without
the prior written consent of the Principal, such consent not to be unreasonably
withheld or delayed.
 (b)
    
    All documents supplied by the Supplier, including Critical Documents, become the
property of the Principal on receipt by the Supplier of the relevant Milestone Payment.
 (c)
    
    The Principal must ensure that documents supplied by the Supplier are only used by the
Principal or the Principals Representative, and by any person acquiring those documents
through the Principal or the Principals Representative, for the purposes of or in connection
with:
 (1)
    
    facilitating or completing the design, construction and commissioning of the
Equipment;(2)
    
    performing the Works; or(3)
    
    the operation and maintenance, upgrade, augmentation, sale or re-financing of
the Equipment.
 7.3
    
    Review documents (other than Critical Documents) provided by the Supplier
 (a)
    
    To the extent that:
 (1)
    
    the Supplier is required to prepare and deliver documents to the Principal under
this Contract (including Documents but excluding Critical Documents); and(2)
    
    those documents have not already been completed and included in the
Technical Specification,
 the Supplier must submit all such documents for review by the Principals Representative:
 (3)
    
    as each such document is completed;(4)
    
    in sufficient time to enable Delivery or Delivery Completion to be achieved by
the Date for Delivery (subject always to prompt review by the Principal).




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##### 



7.4
    
    Approval of Critical Documents(a)
    
    The Supplier must submit all Critical Documents for written approval by the Principals
Representative:
 (1)
    
    as each Critical Document is completed; and(2)
    
    in sufficient time to enable Delivery or Delivery Completion to be achieved by
the Date for Delivery; and(3)
    
    where the Table of Key Dates for Documentation sets out a date for
submission, in no event later than that date.
 (b)
    
    The Principals Representative shall notify its approval or non-approval (with reasons
for non-approval) within 5 Business Days of receiving any Critical Document pursuant to
clause 7.4(a).
 (1)
    
    If the Principals Representative notifies the Supplier of its non-approval
within the period stated in clause 7.4(a) the Principals Representative and the
Supplier must meet to discuss the respect in which the Critical Document does not
comply and any amendments it may reasonably require;
 (A)
    
    the Principals Representative may direct the Supplier to amend the
Critical Document.
 (2)
    
    The Supplier must promptly submit the agreed amendments to the Critical Document
to the Principals Representative for written approval in accordance with clause
7.4(a) and the procedure under this clause 7.4 applies to the amended Critical
Document.(3)
    
    If the Supplier disagrees with an amendment directed by the Principals
Representative pursuant to clause 7.4(b)(1)(A), the Supplier may:
 (A)
    
    refer the matter to dispute resolution in accordance with clause 32;
and(B)
    
    proceed with the Works in accordance with the Critical Documents that
the Principals Representative has advised do not comply with this
Contract.
 (4)
    
    Where the Supplier proceeds with the Works in accordance with clause
7.4(b)(3), the Supplier:
 (A)
    
    with the exception of interfaces at battery limits, does so entirely at
the Suppliers own risk and will not be entitled to any Claim arising out of
or in connection with having done so; and(B)
    
    must, if it is subsequently determined under clause 32 that the Critical
Documents do not comply with this Contract, immediately replace and rectify
any Works that do not comply with this Contract and amend and resubmit the
relevant Critical Documents at the Suppliers sole cost and expense.
 7.5
    
    Availability of documents(a)
    
    While the Works are being performed, the:
 (1)
    
    Technical Specification;(2)
    
    Critical Documents;
and(3)
    
    other written information supplied by the Principal, the Principals
Representative and the Supplier, the Suppliers Subcontractors and
consultants,




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##### 



must be available at all reasonable times for reference by the Principal, the
Principals Representative and, subject to clause 24.1, any persons nominated in
writing by either of them.
 (b)
    
    During the manufacture or assembly of any significant part of the Equipment, a set of the
drawings and written information relevant to that part of the Equipment must be kept by the
Supplier and must be available for reference by the Principal, the Principals Representative
and, subject to clause 24.1, any persons nominated in writing by either of them.(c)
    
    In accordance with the Technical Specification, the Supplier must supply drafts of
Documents to the Principal for its review in accordance with this clause 7.7.6
    
    Documents to be in EnglishAll documents produced by the Supplier and provided to the Principal in connection
with this Contract and all verbal communication in respect of this Contract must be
in English.7.7
    
    Inconsistencies(a)
    
    If the Supplier discovers, or has brought to its attention, any inconsistency, ambiguity,
or discrepancy within or between any:
 (1)
    
    documents forming this Contract (including the Technical Specification); or(2)
    
    other documents necessary, or prepared for the purpose of, performing the
Works (including the Documents),
 which cannot be resolved in accordance with the Formal Instrument of Agreement, then
the Supplier must immediately notify the Principals Representative in writing of:
 (3)
    
    that inconsistency, ambiguity or discrepancy; and
 (4)
    
    the Suppliers proposed interpretation of the relevant documents to resolve the
inconsistency, ambiguity or discrepancy.
 (b)
    
    If the Principals Representative notifies the Supplier within 10 Business Days of
receiving notice by the Supplier pursuant to clause (a) that it does not accept the Suppliers
interpretation, then:
 (1)
    
    the Principals Representative must inform the Supplier of the Principals
Representatives interpretation; and(2)
    
    the Principals Representative and the Supplier must meet to discuss an agreed
interpretation of the inconsistency, ambiguity or discrepancy; and(3)
    
    failing agreement by the Principals Representative and Supplier within 5
Business Days of the meeting referred to in sub-clause (2), the parties must
follow the procedure set out in clause 32.
 8
    
    Supplier acknowledgement
 (a)
    
    The Supplier acknowledges that, subject to the Principal
exercising due skill and care any review by the Principal of any documents (including Documents) pursuant to clause
7.3 will not:
 (1)
    
    limit, or relieve the Supplier of, any obligation or liability under this Contract;(2)
    
    limit any right of the Principal under this Contract;(3)
    
    constitute acceptance by the Principal or the Principals Representative of the
performance of the Suppliers obligations under this Contract; or




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##### 



(4)
    
    be considered as a representation or an acknowledgment by the Principal or the
Principals Representative that the relevant documents comply with this Contract.
 9
    
    Representatives
 9.1
    
    Appointment and Delegation(a)
    
    The Principal may from time to time appoint an individual to exercise any functions of the
Principal under this Contract (Principals Representative).(b)
    
    The appointment of the Principals Representative does not prevent the Principal from
exercising any function.(c)
    
    The Principals Representative may from time to time appoint (and revoke any such
appointment of) individuals to exercise any functions of the Principals Representative under
this Contract (Delegate of Principals Representative) but not more than one Delegate of the
Principals Representative will be delegated the same function at the same time. The notice of
appointment or revocation will take effect from when that notice is provided to the Supplier.
For the purposes of this clause, the Engineering Manager (as that term is used in the
Technical Specification) shall be a Delegate of Principals Representative.9.2
    
    Role of Principals Representative(a)
    
    When performing a Certification Role, the Principals Representative must act honestly
and fairly, and take account of any representations of the Supplier.(b)
    
    When performing a function under this Contract other than a Certification Role, the
Principals Representative may act in its absolute discretion as the agent of the Principal.(c)
    
    The Supplier must:
 (1)
    
    assist the Principals Representative in exercising any Certification Role
including the provision of any information reasonably requested by the
Principals Representative; and(2)
    
    provide the Principals Representative with access to any place where the
Works are being performed including the Manufacturing Facilities,
 in order for the Principals Representative to be able to fully perform the
Certification Role.
 9.3
    
    Disputes as to Principals Representatives decisionsIf the Supplier or the Principal disagrees with any notice, decision, direction or
determination of the Principals Representative, then the Supplier or the
Principal may refer the matter for dispute resolution under clause 32.9.4
    
    Supplier and Principal not relievedNeither the Supplier nor the Principal are relieved of any responsibility or
liability under this Contract as a result of any act or omission of the Principals
Representative.9.5
    
    Suppliers Representative(a)
    
    The Supplier must from time to time appoint an individual to exercise any functions of the
Supplier under this Contract and to supervise the performance of the Works at all times




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##### 



during which any activities relating to the performance of the Works are taking
place (Suppliers Representative).(b)
    
    The Supplier must upon appointment of the Suppliers Representative immediately notify the
Principals Representative and the Principal in writing of the name of the Suppliers
Representative and of any subsequent changes.(c)
    
    A direction from the Principals Representative or the Principal given to the
Suppliers Representative is deemed to have been given to the Supplier.(d)
    
    The appointment of the Suppliers Representative does not prevent the Supplier from
exercising any function.(e)
    
    The Suppliers Representative will represent the Supplier for all purposes of this
Contract, unless the Supplier advises the Principal in writing that some other person is to be
the Suppliers Representative.(f)
    
    The Suppliers Representative is authorised to negotiate with the Principal on behalf of
the Supplier and to bind the Supplier contractually in respect of matters arising from the
performance of the Works.(g)
    
    Matters within the knowledge of the Suppliers Representative are deemed to be within
the knowledge of the Supplier.10
    
    Key Personnel10.1
    
    Key Personnel to perform WorksThe Supplier must ensure that, subject to events beyond its control, the Key Personnel:(a)
    
    are the key personnel performing the Works relative to their roles and functions; and(b)
    
    allocate as much of their time as necessary to properly perform the Works and the
Suppliers other obligations under this agreement.10.2
    
    Removal of Key Personnel by Supplier(a)
    
    Subject to clause 10.2(b), the Supplier may not, without the Principals prior
written consent:
 (1)
    
    remove any of the Key Personnel; or(2)
    
    substitute another person for one or more of the Key Personnel.
 (b)
    
    The Principals consent under clause 10.2(a) is not required if the Key Person becomes
seriously ill, dies, retires, resigns or is dismissed by the Supplier. In that case, the
Supplier must provide a replacement acceptable to the Principal.10.3
    
    Removal of Key Personnel by PrincipalIf the Principal gives the Supplier written notice requiring any one or more of
the Key Personnel to be withdrawn from providing the Works, the Supplier must
immediately:(a)
    
    comply with the notice;(b)
    
    provide a replacement acceptable to the Principal (Principal acting reasonably); and(c)
    
    ensure that Key Person does not carry out any work in connection with the Works.




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##### 



11
    
    Equipment11.1
    
    Provision of EquipmentThe Supplier:(a)
    
    must supply:
 (1)
    
    all Equipment; and(2)
    
    anything else necessary for the performance of the Works and the Suppliers
other obligations under this Contract; and
 (b)
    
    warrants that each of the items referred to in the Spare Parts List, or a
suitable replacement, will be available for the Warranty Period.11.2
    
    Quality of Equipment(a)
    
    The delivery of a warranty from any Subcontractor in accordance with clause 23.3 shall
be in addition to the warranties given by the Supplier under this Contract, and shall not
relieve the Supplier from responsibility for its warranties under this Contract.11.3
    
    Quality assurance(a)
    
    Prior to commencing the Works, the Supplier must:
 (1)
    
    plan, establish and maintain a quality system which conforms to the Quality
Management System; and
 (2)
    
    provide the Principal and the Principals Representative with access to the
quality system of each of the Supplier, Subcontractors and suppliers to enable
monitoring and quality auditing.
 (b)
    
    The Quality Management System are only an aid to achieving compliance with this
Contract and to document compliance.(c)
    
    Neither the:
 (1)
    
    Quality Management System, nor
 (2)
    
    the access granted under clause 11.3(a)(2),
 limits the Suppliers responsibility to comply with the Suppliers obligations
under this Contract.11.4
    
    Defective EquipmentAt any time before the start of the Warranty Period:(a)
    
    If the Principal discovers Equipment provided by the Supplier which is not in accordance
with this Contract, the Principal will as soon as reasonably practicable, and whenever
possible within 10 Business Days after discovery of the Defect, notify the Supplier.(b)
    
    If the Supplier discovers any Equipment provided by the Supplier which is not in
accordance with this Contract, the Supplier must notify the Principal in writing of such
Equipment:
 (1)
    
    as soon as practically possible but no later than 2 Business Days after the
Supplier discovers that the Equipment is not in accordance with this Contract; and
 (2)
    
    in any event, before removal or replacement of the defective Equipment except
where such Equipment should be removed earlier for the safety or protection of any
person.




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##### 



(c)
    
    The Supplier must, following notification by the Principal, do one of the following (at
its discretion) with respect to the defective equipment:
 (1)
    
    remove any defective or nonconforming Equipment that is not in accordance with
the requirements of this Contract the Delivery Point or the Site (as the case may
be);
 (2)
    
    to redesign, reconstruct, replace or correct any defective or nonconforming
Equipment; or
 (3)
    
    not deliver any defective or nonconforming Equipment or part of the Works to
the Delivery Point or the Site (as the case may be).
 (d)
    
    On receiving notification from the Principal or the Principals Representative under
clause 11.4(c), the Supplier must provide an Updated Project Program, in the manner and with
the effect provided for in clause 15.3, which includes details of the manner in which the
Supplier will comply with clause 11.4(c).
 (e)
    
    The Supplier is not entitled to make any Claim as a result of or in relation
to:
 (1)
    
    complying with clause 11.4(c);(2)
    
    anything arising out of or in
connection with clause 11.4(c); or(3)
    
    the furnishing of the Updated Project Program in accordance with this clause
11.4.
 11.5
    
    Direction to remedy and other rights(a)
    
    The making of a Milestone Payment, a test of any Equipment, or a failure by the Principal
or the Principals Representative or anyone else to disapprove any Equipment, does not
prejudice the right of the Principal or the Principals Representative to subsequently give a
notification under clause 11.4.(b)
    
    Nothing in this clause 11, nor any test or inspection carried out by or on behalf of the
Principal or the Principals Representative, prejudices any other right which the Principal
may have against the Supplier arising out of the failure of the Supplier to provide any
Equipment in accordance with this Contract.12
    
    Testing12.1
    
    Inspection and Test Plan (ITP)(a)
    
    The Supplier shall assure the quality of the Equipment by executing a project Inspection
and Test Plan (ITP) in accordance with Suppliers standard practice.(b)
    
    Provision for inspection of equipment by the Principal before Delivery has only been
included in the scope of the Contract for major tests on key equipment items. The Principal
shall identify a small number of witness or hold points in the ITP at the start of the Work.
The Supplier must provide 5 working days notice to Principal of date that is required for the
Principals attendance for these witness or hold points. In addition, the Principal reserves
the right to audit the Suppliers execution of the QA plan for the Work.(c)
    
    Subsequent to any such inspection and testing of the Equipment, the Supplier shall
provide test certificates and reports for the Principals records.12.2
    
    Principal may order tests(a)
    
    Subject to clause (b), at any time before the start of the Warranty Period or such
extended Warranty Period due to the Suppliers rectification of a Defect (including prior to
Delivery or Delivery Completion), the Principal or the Principals Representative may direct
that any Equipment or part of the Equipment, be tested.




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##### 



(b)
    
    The Principals and the Principals Representatives directions for testing under clause
(a) must be reasonable having regard to the progress of the Works and the number and nature of
tests already carried out on the Works.(c)
    
    Without limiting clause 12.2(d), the Principals Representative may direct that any part
of the Works must not be covered up or made inaccessible without the Principals
Representatives prior approval.(d)
    
    The Supplier must provide such assistance and samples and make accessible any part of the
Equipment as may be required by the Principal or the Principals Representative.(e)
    
    On completion of the tests before the start of the Warranty Period, the Supplier must
promptly make good the Equipment tested so that it fully complies with this Contract.12.3
    
    Who conducts tests?(a)
    
    Tests are to be conducted as provided in the Technical Specification or by the Principal,
the Principals Representative or a person (which may include the Supplier) nominated by the
Principal or the Principals Representative (in the Principals absolute discretion).(b)
    
    Testing required under this Contract must be carried out by an appropriately qualified and
skilled person.(c)
    
    Tests must be chosen and testing must be carried out in the manner that will cause the
least possible damage to the Equipment.12.4
    
    Costs of testing(a)
    
    Subject to clause 12.4(b), the Supplier must bear all costs of testing (including
pursuant to clauses 12.2(d) and 12.2(e)).(b)
    
    The Principal must bear the cost of any test referred to in clause 12.2(a) which:
 (1)
    
    is not provided for in the ITP;
 (2)
    
    is not required by Good Engineering and Procurement Practices or the Principal
did not have reasonable grounds for suspecting that the test was required by Good
Engineering and Procurement Practices;
 (3)
    
    the Principal or the Principals Representative does not have reasonable
grounds for requesting;
 (4)
    
    any tests to be conducted after the commencement of the Warranty Period.
 (c)
    
    For the avoidance of doubt:
 (1)
    
    the tests referred to in clause 7.10 of the Technical Specification are the
Delivery Tests and form part of the Works and the cost of which is included in the
Contract Price.
 12.5
    
    Other obligations remain unaffected by testing(a)
    
    The obligations of the Supplier in relation to the quality and suitability of the
Equipment is not in any way limited or reduced by carrying out any tests under this clause 12.(b)
    
    Subject to clause 12.4(b), the Supplier is not entitled to make any Claim arising out of,
or in connection with:
 (1)
    
    complying with the requirements of this clause 12; or
 (2)
    
    any act permitted by this clause 12 by either the Principal, the
Principals Representative or the Supplier.




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##### 



13
    
    Variations13.1
    
    Supplier must carry out Variation(a)
    
    The Principal may issue a request for a Variation Quotation and, subject to this clause 13,
the Supplier must carry out a Variation which is the subject of a Variation Order.(b)
    
    Before a Variation Order is issued, the Supplier must provide a quotation for a proposed
Variation before the Principal discusses with the Supplier whether the work is to proceed and
the Supplier must provide the quotation as soon as practicable after receipt of the request.
A Variation Order must incorporate the terms of the Variation Quotation.(c)
    
    The Suppliers quotation for the proposed Variation (Variation Quotation) must include
particulars of:
 (1)
    
    its fixed price for carrying out the proposed Variation;
 (2)
    
    the effect (if any) of the proposed Variation on the:
 (A)
    
    achievement of Delivery or Delivery Completion by the Date for
Delivery;(B)
    
    the Performance Guarantees;(C)
    
    any warranties with respect to the Equipment; and(D)
    
    the Suppliers ability to comply with any of its obligations under
this Contract.
 (3)
    
    any other relevant information related to carrying out the proposed Variation.
 13.2
    
    Contract Price Adjustment(a)
    
    Subject to clause 13.2(b) the Contract Price will be adjusted for the value of a
Variation which is the subject of a Variation Order and performed by the Supplier.(b)
    
    The value of the Variation will be:
 (1)
    
    if accepted in writing by the Principal, the amount set out in the
Variation Quotation; or
 (2)
    
    the value otherwise agreed in writing by the parties;
 13.3
    
    Other adjustments(a)
    
    The following matters will (where necessary) be adjusted to take into account the effect of
the Variation which is the subject of a Variation Order:
 (1)
    
    the Works;
 (2)
    
    the Project Program; and
 (3)
    
    the Performance Guarantees.
 (b)
    
    The adjustments to the matters referred to in clause 13.3(a) will be:
 (1)
    
    if accepted in writing by the Principal, as set out in the Variation Quotation; or(2)
    
    as
otherwise agreed in writing by the parties;
 (c)
    
    Any extension of time claim to the Date for
Delivery in connection with a Variation will be:
 (1)
    
    if accepted in writing by the Principal, as
set out in the Variation Quotation; or(2)
    
    as otherwise agreed in writing by the parties;




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##### 



13.4
    
    Payment ClaimAny Variation which is the subject of a Variation Order will be included in the
next tax invoice after completion of all of the Works the subject of that
Variation, and paid in accordance with Annexure B.13.5
    
    Changes by the Supplier(a)
    
    The Supplier must seek the Principals consent to any Variation proposed by the Supplier
by issuing a Variation Quotation.(b)
    
    The Principal in its absolute discretion (and, if it so elects, after receiving a report
from the Principals Representative):
 (1)
    
    may consider a Variation Quotation from the Supplier; and
 (2)
    
    may accept or reject any such Variation Quotation and if accepted, issue a
Variation Order in accordance with clause 13.1.
 (c)
    
    Where the Principal has not responded to a Variation Quotation in accordance with this
clause 13.5(b)(2) within 10 Business Days of receipt of such Variation Quotation, the
applicable Variation Quotation will be deemed to be rejected by the Principal.(d)
    
    The Supplier will not be entitled to make any Claim in respect of any Variation Order
issued pursuant to this clause 13.5.13.6
    
    Variation Order requirement
 The Supplier acknowledges that it will not be entitled to make any Claim in respect
of any Variation to the Works except where it is expressly directed pursuant to a
Variation Order issued in writing by the Principal pursuant to this clause 12.14
    
    Commencement and Delivery Completion14.1
    
    Time for commencementThe Supplier must commence the Works on the Commencement Date.14.2
    
    Time for Delivery CompletionThe Supplier must:
 (a)
    
    perform the Works with due expedition and without delay; and(b)
    
    achieve Delivery and Delivery Completion by the Date for Delivery.
 14.3
    
    Extensions of time
 (a)
    
    If the Supplier considers that it has been or is likely to be delayed
in:
 (1)
    
    performing the Works; or(2)
    
    achieving Delivery Completion,
 the Supplier must immediately give the Principal and the Principals
Representative written notice of the delay including details of the nature, cause
and the likely extent of the delay (Delay Notice).
 (b)
    
    Subject to clauses 14.3(d) and 14.3(e), if a Delay Event occurs on, before or after the
Date for Delivery and the Supplier is or will be delayed in achieving Delivery Completion by
that Delay Event and within 10 Business Days of the relevant Delay Event




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##### 



commencing, the Supplier gives the Principals Representative a written claim
for an extension of time to the Date for Delivery setting out:
 (1)
    
    the facts on which the claim is based;
 (2)
    
    the period for which an extension of time is claimed;
 (Extension of Time Claim), then the Supplier will be entitled to an extension of
time pursuant to clause 14.3(f) to the Date for Delivery.(c)
    
    If a Delay Event continues for a period longer than 10 Business Days from the time it
commenced, the Supplier may amend any Extension of Time Claim given to the Principals
Representative by submitting a revised Extension of Time Claim to the Principal and the
Principals Representative in respect of such continuing delay within 5 Business Days of the
Delay Event so continuing.(d)
    
    It is a condition precedent to any entitlement to an extension of time that:
 (1)
    
    the Supplier must submit an Extension of Time Claim with all necessary
supporting documentation to the Principals Representative for an extension of time
within 10 Business Days of the Delay Event commencing;(2)
    
    the Supplier has taken all reasonable steps to mitigate the delay and the effect
of the delay;(3)
    
    no reasonable reprogramming or alteration of sequences of activities or other
method could avoid the delay;(4)
    
    the delay must also be demonstrable on the critical path set out in the Project
Program; and(5)
    
    the Supplier has strictly complied with all notice requirements in this clause
14.3 with respect to the Extension of Time Claim.
 (e)
    
    Where more than one event causes concurrent delays and the cause of at least one of those
events, but not all of them, is not a Delay Event, then to the extent that the delays are
concurrent, the Supplier is not entitled to an extension of time to the Date for Delivery.(f)
    
    If the Supplier is entitled to an extension of time to the Date for Delivery (including
any amended extension of time pursuant to clause 14.3(c)), the Principals Representative
must, within 20 Business Days after receipt of the Extension of Time Claim, grant an
extension of time as follows:
 (1)
    
    the Principals Representative must have regard to whether the Supplier has
taken all reasonable steps to minimise the consequences of the delay;
 (2)
    
    the extension of time will be limited to the actual delay in achieving Delivery
or Delivery Completion caused by the Delay Event;
 (g)
    
    The Principal will grant an extension of time to the Date for Delivery at any time that
the Principal directs a Variation to the Works, but only if the Variation has an impact on
the Delivery Date. The cost for such an extension of time which shall be payable to the
Supplier shall include all reasonable costs associated with the Variation (except for
Excluded Loss).(h)
    
    The Principal may direct an extension of time to the Date for Delivery at any time (at
the absolute discretion of the Principal) that the Principal decides to be appropriate
notwithstanding that the Supplier has not submitted a claim for an extension to the Date for
Delivery. The Supplier acknowledges that the mechanism in this clause 14.3(h) is a
discretionary
right of the Principal which may be exercised by the Principal for the sole benefit of the
Principal and does not:
 (1)
    
    impose any obligations on the Principal;
 (2)
    
    to the maximum extent permitted by law, give rise to any duty to act in good
faith; or
 (3)
    
    in any way constitute a waiver or relaxation of any of the requirements under
this clause 14.3.




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##### 



The Supplier shall be entitled to a claim for any extension of time to the Date for
Delivery arising out of this clause 14.3(h) to be calculated in accordance with
clause 14.3(f).(i)
    
    A failure of the Principals Representative to grant a reasonable extension of time or
to grant an extension of time within the time provided for in clause 14.3(f), shall not be
deemed granting of an extension of time as claimed. However if:
 (1)
    
    the Principals Representative does not respond to an Extension of Time Claim
within 20 Business Days; and
 (2)
    
    as a result, the Supplier is entitled to an extension of time under clause 14.3(b),
 the Supplier will be entitled to claim an extension of time in relation to the
Principals Representatives delay in responding (over and above the 20 Business
Day period).(j)
    
    If the Supplier fails to give a Delay Notice or Extension of Time Claim in the form or
within the time prescribed under this clause 14.3:
 (1)
    
    the Principal is not liable for, or in connection with, any Claim by the
Supplier; and
 (2)
    
    the Supplier is absolutely barred from making any Claim against the Principal,
 arising out of, or in connection with, the relevant period of delay and the Delay Event.
 (k)
    
    The Supplier is entitled to a Claim for a Delay Event in the following
circumstances:
 (1)
    
    a Principal-caused Delay;(2)
    
    a direction by the Principal under
clause 14.3(h); or
 (3)
    
    the Supplier is entitled to costs under clause 14.3(g) or otherwise for
delay pursuant to a Variation Order.
 (l)
    
    Except as expressly stated in this clause 14.3:
 (1)
    
    the Supplier bears all risk of delay and disruption to the progress of the
Works; and
 (2)
    
    the Supplier is not entitled to make any Claim in respect of delay and disruption
to the progress of the Works.
 14.4
    
    Delay Liquidated Damages(a)
    
    If the Supplier fails to reach Delivery by the Date for Delivery of items of Equipment
specified in Annexure B as items to which Delay Liquidated Damages apply, the Supplier will be
liable to pay to the Principal Delay Liquidated Damages at the applicable Delay Liquidated
Damages Rate, set out in Annexure G, for every calendar week (or part thereof on a pro-rata
basis) after the Date for Delivery up to and including the actual date of Delivery.(b)
    
    The payment of Delay Liquidated Damages does not relieve the Supplier of its obligations to
perform the Works or any of its other obligations under this Contract.(c)
    
    Delay Liquidated Damages become due 30 days following the issue of an invoice by the
Principal setting out the amount of Delay Liquidated Damages payable by the Supplier to the
Principal.(d)
    
    The Principal may recover the amount of Delay Liquidated Damages on demand from the
Supplier, even though Delivery has not occurred.(e)
    
    If after:
 (1)
    
    the Supplier has paid; or
 (2)
    
    the Principal has deducted,
 Delay Liquidated Damages, the Date for Delivery is extended, the Principal must as
soon as practicable repay to the Supplier any Delay Liquidated Damages paid or
deducted in respect of the period prior to and including the new Date for Delivery.




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##### 



(f)
    
    The Supplier acknowledges that all amounts payable by the Supplier to the Principal
under this clause 14.4:
 (1)
    
    represent a genuine pre-estimate of the damages (including financing costs)
likely to be suffered by the Principal if the Works do not reach Delivery by the
Date for Delivery;(2)
    
    those amounts are not to be construed as a penalty; and(3)
    
    are the Principals sole remedy and the Suppliers sole liability for delay up
to the cap on Delay Liquidated Damages, after which the provisions of clause 30
shall apply.
 15
    
    Progress and programming of the Works15.1
    
    Progress(a)
    
    Nothing in this clause 15 affects the Suppliers obligation to achieve Delivery or
Delivery Completion by the Date for Delivery.(b)
    
    The Supplier must not suspend the performance of the whole or any part of the Works
except where the suspension is in accordance with clause 30.6.15.2
    
    Project Program  Minimum RequirementsThe Project Program must comply with the requirements in the Technical Specification.15.3
    
    Project Program Updates(a)
    
    The Supplier must promptly notify the Principal of any proposed or likely departure by the
Supplier from the Project Program.(b)
    
    The notice under clause 15.3(a) must include an updated Project Program.(c)
    
    The Supplier agrees that whether or not there is a proposed or likely departure from the
Project Program, an updated Project Program will be provided to the Principal at least 5
Business Days prior to each Monthly Progress Meeting.(d)
    
    Any updated Project Program pursuant to clauses 15.3(b) or 15.3(c) must:
 (1)
    
    incorporate:
 (A)
    
    the physical achieved progress of all relevant activities, shown as a
heavily marked bar line, from which it will be possible to determine
readily progress against the schedule;(B)
    
    the current critical path, distinguished by suitable markings;(C)
    
    the estimated time to completion of all started but not completed
activities;(D)
    
    provide a four (4) calendar week look ahead bar chart indicating
progress for the ensuing four (4) week period;(E)
    
    any changes in activities, times or sequence of activities by clearly
illustrating all changes in activities, times or sequence of activities
against each of the original Project Program as at the Commencement
Date and the most recently approved Project Program pursuant to clause
15.3(f);(F)
    
    the Suppliers planned progress toward Delivery or Delivery
Completion; and




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##### 



(G)
    
    any other information required pursuant to the Technical Specification;
and
 (2)
    
    prove the same level of detail, and in the same formats, as the original Project
Program
 (Updated Project Program).(e)
    
    The Principals Representative will review any Updated Project Program.(f)
    
    The Principals Representative must notify in writing the Supplier and the Principal of
its approval or rejection of, or comment on, the Updated Project Program within 10 Business
Days of receiving the Updated Project Program.(g)
    
    On receipt of a notice from the Principals Representative in accordance with
clause 15.3(f), the Supplier must:
 (1)
    
    develop a program to remedy the matters identified in that notice (if any)
(Remediation Program); and
 (2)
    
    submit the Remediation Program (if necessary) to the Principals
Representative within 5 Business Days after receipt of that notice.
 (h)
    
    Within 10 Business Days of receipt of the Remediation
Program, the Principals Representative will give notice to the Supplier as to whether the Remediation
Program satisfactorily addresses the matters identified in the notice received from
the Principals Representative under clause 15.3(f).15.4
    
    Supplier acknowledgementThe Supplier is not entitled to make any Claim as a result of or in relation to:(a)
    
    the Project Program, Remediation Program or any Updated Project Program; or(b)
    
    the review, approval or rejection of, or comment on (or failure to do any of the
foregoing including a failure to do so correctly), the documents referred to in clause
15.4(a) by the Principal or the Principals Representative.15.5
    
    Progress Meetings(a)
    
    The Supplier shall provide a project update by telephone to the Principals Representative
each week, or as required by the Principal, and Principal shall create and issue minutes of the
discussion. The Principal will schedule a video or telephone conference to be held each month
to review the Supplier Monthly Report. It is expected that for every third in this sequence of
meetings (once every calendar quarter) appropriate representatives of the Supplier will travel
to Brisbane to hold the review in person.(b)
    
    At least 5 Business Days prior to each Monthly Progress Meeting, the Supplier must prepare
and provide to the Principal a monthly progress report in a form that must include any
information required by the Technical Specification or by the Principal acting reasonably (the
Supplier Monthly Report).(c)
    
    The Principal will circulate an agenda for each forthcoming Monthly Progress Meeting.15.6
    
    Directions(a)
    
    If the Principal or Principals Representative gives a direction to comply with the
requirements of the Contract, the Supplier must promptly comply with the direction.(b)
    
    Except as expressly provided elsewhere in the Contract, the cost and time consequence of
complying with any direction issued by the Principal or Principals Representative will be
deemed to:
 (1)
    
    be included in the Contract Price;




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##### 



(2)
    
    not affect the ability of Supplier to comply with the Performance Guarantees;
and
 (3)
    
    have been allowed for in the Date for Delivery; and
 will not entitle the Supplier to make any Claims in relation thereto.(c)
    
    All directions given by the Principal or Principals Representative must be in writing.16
    
    Access(a)
    
    The Supplier must at all reasonable times, after reasonable notice, give the Principal and
the Principals Representative (and any other person the Principal may require and who is
approved by the Supplier, such approval not to be unreasonably withheld) access to any place
where the Works are being carried out or Equipment are being prepared or stored including the
Manufacturing Facilities.(b)
    
    The Principal and the Principals Representative must at all times comply with the site
safety and security requirements of the Supplier or the Subcontractor (as the case may be).(c)
    
    The Principal must use reasonable endeavours to ensure that the Supplier is not
impeded in the performance of the Works by the Principal or the
Principals Representative while the Principal or the Principals Representative are exercising a
right of access pursuant to this clause 16.17
    
    Suspension of the Works17.1
    
    Suspension by the Principals RepresentativeIf the Principal or the Principals Representative considers that the suspension
of the whole or part of the Works is necessary:(a)
    
    because of an act or omission of:
 (1)
    
    the Principal or the Principals Representative; or(2)
    
    the Supplier;
 (b)
    
    for the
protection or safety of any person or property; or(c)
    
    to comply with any Law,the Principal or the Principals Representative may direct the Supplier to
suspend the performance of the whole or part of the Works for such time as the
Principal or the Principals Representative thinks fit.17.2
    
    Suspension by the Supplier(a)
    
    If the Supplier wishes to suspend the whole or part of the Works, otherwise than under
clause 30.6, the Supplier must obtain the prior written approval of the Principal.(b)
    
    The Principal may, in the Principals absolute discretion:
 (1)
    
    approve or reject the suspension; and
 (2)
    
    impose any conditions on an approval pursuant to clause 17.2(b)(1).




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##### 



17.3
    
    Recommencement of work(a)
    
    As soon as the reason for any suspension no longer exists, the Supplier must notify the
Principal in writing.(b)
    
    Upon written notice from the Principal, the Supplier must recommence work as soon as
reasonably possible on the whole or on the relevant part of the Works.17.4
    
    Cost of suspension(a)
    
    Subject to clause 17.4(b):
 (1)
    
    any Loss incurred by a party arising out of, or in connection with, a suspension
under clauses 17.1 or 17.2 must be borne by the party requesting the suspension.
 (b)
    
    If the suspension is pursuant to clause 17.1(a)(1) the Supplier will be entitled
to a reasonable extension of time.18
    
    Delivery Completion and Final Completion18.1
    
    Delivery Completion(a)
    
    When the Supplier considers that it has achieved Delivery in
accordance with FAS Incoterms (2000) the Supplier must notify in writing the Principals Representative
and the Principal (Delivery Claim).(b)
    
    When the Supplier considers that it has achieved Delivery Completion in accordance with
FAS Incoterms (2000), the Supplier must notify in writing the Principals Representative
(Delivery Completion Claim).(c)
    
    Any Delivery Claim or Delivery Completion Claim must (where relevant) include:
 (1)
    
    any document and acknowledgement which is required to be delivered by the
Supplier to the Principal pursuant to this Contract (in an electronic format) or,
provided the Principal notifies the Supplier no later than 30 days before the
relevant Milestone Event, such other evidence otherwise reasonably required by the
Principals Representative to make its assessment. For the removal of doubt, any
acknowledgements, documents or similar evidence that are not readily available to
the Supplier (meaning it would take greater than 30 days or cost more than $5,000 to
produce) must be the subject of a Variation Order by the Principal in accordance
with clause 13;(2)
    
    the Critical Documents (in an electronic format) (except the MDR
(Manufacturing Data Report of the Supplier) which is to follow no later
than 30 days after the Delivery Completion;(3)
    
    all necessary and relevant spare parts and special tools required by the
Technical Specification have been delivered by the Supplier to the Principal; and(4)
    
    all other information which, in the opinion of the Principals Representative,
is necessary for the safe operation of the Equipment; and(5)
    
    full and substantiated results for all tests which the Supplier is required to
perform under this Contract prior to Delivery or Delivery Completion including the
Delivery Tests.
 (d)
    
    When the Principals Representative is satisfied (acting reasonably) that Delivery
Completion has been achieved, the Principals Representative must issue a Delivery
Completion Certificate.




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##### 



(e)
    
    Commercial use of the Equipment by the Principal for a period of up to six (6) months
following issue of the Installation Completion Certificate will not relieve the Supplier
from:
 (1)
    
    any obligation to complete or make good any Defect notified by the Principal to
the Supplier pursuant to this clause during the Warranty Period; or
 (2)
    
    full responsibility and liability for the performance and completion of the
Works, and all other obligations on the part of the Supplier, pursuant to this
Contract.
 18.2
    
    Final Completion(a)
    
    Final Completion shall be when the Warranty Period has expired and all notified Defects
have been rectified by the Supplier (Final Completion). Immediately (or as soon as reasonably
practicable) on achievement of Final Completion the Principals Representative must issue a
Final Completion Certificate.18.3
    
    Risk in and title to the Equipment(a)
    
    Risk in the Equipment shall pass on Delivery.(b)
    
    Title in each item of Equipment shall pass upon the earlier of Delivery or
Delivery Completion.19
    
    Performance Guarantees, Testing and Acceptance19.1
    
    Performance GuaranteesThe Supplier warrants that the Equipment will achieve the Performance Guarantees
at the Performance Test Acceptance Date (and no later than the Sunset Date)
provided:(a)
    
    the Supplier has issued an Installation Completion Certificate or, if the Supplier fails
to issue an Installation Completion Certificate, it is determined under clause 30 of Annexure
D that the Equipment was installed in accordance with the Installation Manual and any other
instructions given by the Installation and Commissioning Manager; and(b)
    
    the Equipment is properly commissioned and tested in accordance with the
Commissioning Manual and any other instructions given by the Installation and
Commissioning Manager.19.2
    
    Principals role during installation and commissioningThe Principal will:(a)
    
    install the Equipment in accordance with the Installation Manual and any other
instructions given by the Installation and Commissioning Manager from time to time;(b)
    
    commission the Equipment in accordance with the Commissioning Manual and any other
instructions given by the Installation and Commissioning Manager from time to time; and(c)
    
    engage the Supplier under a separate agreement to provide Installation, Commissioning and
Management services.19.3
    
    Demonstrating achievement of Performance Guarantees(a)
    
    Upon completion of installation and commissioning the Supplier shall issue an Installation
Completion Certificate to the Principal. Within 10 Business Days (or as soon as reasonably
practicable thereafter) the Principal shall issue to the Supplier a written notice to proceed
with Commissioning and Performance Testing and the Supplier must immediately (or as soon as
reasonably practicable) commence Commissioning and perform each Performance Test in accordance
with this Contract.




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##### 



The Principal shall provide reasonable access to the Supplier to enable the
Supplier to perform the Performance Tests as soon as reasonably practicable
following Commissioning.(b)
    
    Subject to clause 19.4, achievement of the Performance Guarantees will only be
demonstrated by successful performance of the Performance Tests.(c)
    
    Without limiting any provision of this Contract, the Supplier
must achieve the Performance Guarantees as soon as possible after receipt of a notice under clause
(a) and in any event before the Sunset Date.(d)
    
    If, after Commissioning is complete, the Principal fails to allow the Supplier to perform
any Performance Test then after a period of 6 months, the Equipment shall be deemed to have
been accepted and the Principal must issue a Performance Test Acceptance Certificate to the
Supplier.(e)
    
    If after 24 months from Delivery Completion the Principal fails to install the Works and
allow the Supplier access to perform the Performance test then the Equipment shall be deemed
to have been accepted and the Principal must issue a Performance Test Acceptance Certificate
to the Supplier.19.4
    
    Test ResultsThe Supplier must provide to the Principal full and substantiated test results for all
Performance Tests (including a repeat Performance Test), within 10 Business Days
after completion of the relevant test.19.5
    
    Performance Test AcceptanceWhen the Performance Guarantees have been achieved by successful performance of the
Performance Tests in accordance with the Technical Specification (Performance Test
Acceptance) then the Principals Representative must issue a Performance Test
Acceptance Certificate not later than 10 Business Days from receipt of the
Performance Test results.19.6
    
    No adjustment following Performance TestExcept with the prior written consent of the Principal (in the Principals absolute
discretion), the Supplier will not adjust (and will not allow the adjustment of) any
part of the Equipment following completion of Performance Tests (including a repeat
Performance Test) which, in the opinion of the Principal, could effect or impact
upon the ability of the Equipment to pass that Performance Test and achieve the
relevant Performance Guarantee.19.7
    
    Outcomes of Performance TestingFollowing Performance Testing, these procedures will apply:(a)
    
    Where the Equipment fails to achieve the relevant Performance Guarantee:
 (1)
    
    The Supplier may elect (within no more than 3 days) whether to repeat the
relevant Performance Test in order to demonstrate satisfaction of the Performance
Guarantee (for the avoidance of doubt, provision of Suppliers personnel shall be
at its sole cost and expense);(2)
    
    The Supplier may repair, rectify or alter the Equipment and then repeat the
relevant Performance test in order to demonstrate satisfaction of the Performance
Guarantee, provided such rectification works are carried out in a timely manner
(being no later than 30 days from the initial Performance Test or such other time as
agreed by the Principals Representative);




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##### 



(3)
    
    Except where the Performance Shortfall is above or below the minimum parameters
set out in clause 2.2.3 of the Technical Specification (in which case, the Supplier
must put right the Equipment as set out therein and re-test), the Supplier may elect
to pay the Performance Guarantee Payments, following which the Principal must issue a
Performance Test Acceptance Certificate; and the Supplier shall have no ongoing
liability for meeting the Performance Guarantee; or(4)
    
    If the cause of such failure was due to causes other than a deficiency in the
Work of the Supplier, the Principal shall be obligated to take at its cost such
measures as are necessary and appropriate to eliminate such cause or causes and shall
bear the costs associated with correction and retesting.
 (b)
    
    Where the Equipment achieves the relevant Performance Guarantee:
 (1)
    
    The Principal must issue a Performance Test Acceptance Certificate; and
 (2)
    
    The Supplier shall have no ongoing liability for meeting the Performance
Guarantee.
 19.8
    
    Repeat Performance Tests(a)
    
    Following any repeat Performance Tests (after the initial Performance Test) where the
Equipment fails to achieve the relevant Performance Guarantee,
 (1)
    
    Where the Performance Shortfall relates to power consumption, the Supplier may
repair, rectify or alter the Equipment and then repeat the relevant Performance test
in order to demonstrate satisfaction of the Performance Guarantee, provided such
rectification works are carried out in a timely manner (being no later than 30 days
from the initial Performance Test or such other time as agreed by the Principals
Representative); or
 (2)
    
    Except where the Performance Shortfall is above or below the minimum parameters
set out in clause 2.2.3 of the Technical Specification (in which case, the Supplier
must put right the Equipment as set out therein and re-test), the Supplier may elect
to pay the Performance Guarantee Payments, the Principal must issue a Performance
Test Acceptance Certificate; and the Supplier shall have no ongoing liability for
meeting the Performance Guarantee.
 (b)
    
    Following any repeat Performance Tests (after the initial Performance Test) where the
Equipment achieves the relevant Performance Guarantee :
 (1)
    
    The Principal must issue a Performance Test Acceptance Certificate; and
 (2)
    
    The Supplier shall have no ongoing liability for meeting the Performance
Guarantee.
 19.9
    
    Failure to perform a Performance TestIf the Supplier fails to perform any Performance Test in accordance with this Contract:(a)
    
    the Principal may engage suitably qualified consultants to perform that Performance Test
at a date and time determined by the Principal; and(b)
    
    the cost incurred by the Principal in engaging the consultant referred to in clause
19.9(a) to perform the Performance Test will be a debt due and payable immediately from the
Supplier to the Principal.19.10
    
    Payment of Performance Guarantee Payments(a)
    
    If Performance Guarantee Payments are payable by the Supplier to the Principal pursuant
to clause 19.7 and 19.8, the Principal must submit an invoice to the Supplier specifying
the Performance Guarantee Payments to be paid by the Supplier. The




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##### 



Performance Guarantee Payments specified in such invoice become due 30 days after
the issue of such invoice.(b)
    
    The payment of Performance Guarantee Payments does not relieve the Supplier of its
obligations to perform the Works or any of its other obligations under this Contract (other
than as expressly set out in clause 19.7 and 19.8).(c)
    
    The Supplier acknowledges that all amounts payable by the Supplier to the Principal
under this clause 19.10:
 (1)
    
    represent a genuine pre-estimate of the damages likely to be suffered by the
Principal if the Performance Guarantees are not met; and
 (2)
    
    those amounts are not to be construed as a penalty.
 (d)
    
    If the Suppliers liability for Performance Guarantee Payments is deemed to be or becomes
void, voidable or unenforceable in any way so as to disentitle the Principal from claiming
Performance Guarantee Payments, then:
 (1)
    
    the Principal is entitled to claim against the Supplier damages at Law as an
alternative to Performance Guarantee Payments for failure to meet a Performance
Guarantee; and
 (2)
    
    the limitation of Performance Guarantee Payments as specified in clause
27(a)(2) will apply to any amount recovered by the Principal under clause
19.10(d)(1).
 19.11
    
    Performance Test at end of Warranty PeriodThe Principal may perform a Performance Test at the end of the Warranty Period at its
own cost and risk and If the performance of the Equipment has deteriorated below the
performance levels specified in Annexure D the Principal and Supplier will meet in
good faith to discuss and determine the reasons for the deterioration (for the
removal of doubt, the Principal will engage the Supplier under a separate contract
for this purpose).20
    
    Warranty Period20.1
    
    Warranty Period
  (a)
    
    24 months after the Delivery Completion Date;(b)
    
    12 months after the Performance Test Acceptance Date; or(c)
    
    12 months after the start up of commercial operation of the Equipment by the Principal.If the Equipment is not operational due to a Defect that delays Commissioning or Performance
Tests by more than 60 days, then the Warranty Period shall be 12 months from the Performance
Test Acceptance Date, notwithstanding that the Warranty Period may have expired under this
clause.In any event the Warranty Period shall not exceed 36 months from Delivery Completion Date or
60 months from the Contract Execution Date.20.2
    
    Defects at the Delivery Completion Date and during the Warranty Period(a)
    
    Without limiting clause 20.2(b), as soon as possible after the last Delivery Completion
Date, the Supplier must rectify any Defects in the Works existing at the Delivery
Completion Date.




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##### 



(b)
    
    If at any time during the Warranty Period a Defect becomes apparent the Principal shall,
as soon as reasonably practicable and wherever possible within 10 Business Days, notify the
Supplier and may direct the Supplier to promptly rectify any Defect:
 (1)
    
    in the Works existing at the Delivery Completion Date; or
 (2)
    
    which becomes apparent before the expiration of the Warranty Period.
 (c)
    
    The direction:
 (1)
    
    must identify the Defect; and(2)
    
    must state a reasonable date by which the Supplier must complete the
rectification work; and(3)
    
    may state a reasonable date by which the rectification work must commence.
 (d)
    
    Upon notification of a Defect, the Supplier may elect to either repair the Defect
itself or arrange for the Equipment to be replaced by a similar part at the Suppliers
expense.(e)
    
    Freight costs for shipping of Equipment to and from the Suppliers premises during the
Warranty Period shall be borne equally by the Supplier and Principal.(f)
    
    In respect of all rectification work performed by the Supplier pursuant to this clause
20.2, a separate Warranty Period in respect of that rectification work will:
 (1)
    
    commence on the date that rectification work is completed; and
 (2)
    
    expire 12 months after the date referred to in clause 20.2(f)(1).
 20.3
    
    Time for performing Defect rectificationIf it is necessary for the Supplier to carry out rectification work, the Supplier
must do so at times and in a manner which cause as little inconvenience to the
occupants or users of the Equipment as is reasonably possible, and having regard to
the operational and commercial requirements of the Equipment.20.4
    
    Access for rectification of DefectsIf the Supplier is required to carry out rectification work, the Principal must at its cost:(a)
    
    provide the Supplier with; or(b)
    
    procure for the Supplier,reasonable access to the defective
or non-conforming part of the Works.20.5
    
    Failure to remedy Defects(a)
    
    If the Supplier fails to take steps to remedy (or within a reasonable time rectify)
any Defect existing at Delivery Completion or being the subject of a direction pursuant
to clauses 20.2 or 20.6:
 (1)
    
    by the time required under the written direction given to the Supplier pursuant to
clause 20.2;(2)
    
    in the case of a Defect existing at Delivery Completion, the time required under
clause 20.2(a); or(3)
    
    in the case of clause 20.6, the time required by clause 20.6,
 then the Principal may, in its absolute discretion, by notice in writing to the
Supplier remedy the Defect at the sole risk and expense of the Supplier:
 (4)
    
    without prejudice to any other rights that the Principal may have against the
Supplier in respect of the Defect; and




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##### 



(5)
    
    the cost of rectification work incurred by the Principal will be a debt due
and payable immediately from the Supplier to the Principal.
 (b)
    
    The provisions of this clause 20.5 and the remedies incorporated for the benefit of the
Principal are in addition to and will not prejudice any other warranty, condition or remedy
incorporated in this Contract.
 20.6
    
    Urgent rectification
 (a)
    
    The Principal or the Principals Representative may at any time during the Warranty
Period determine and notify the Supplier of any remedial, protective, repair or other work
urgently required to prevent loss or damage to:
 (1)
    
    any part of the Works;
 (2)
    
    any other property;
 (3)
    
    prevent disruption of any part of the Works or the business of the owner of the
Equipment; or
 (4)
    
    prevent personal injury,
 as a result of or in relation to a Defect.(b)
    
    If the Supplier receives notice from the Principal or the Principals Representative
pursuant to clause 20.6(a), the Supplier must as soon as possible, at its own expense,
promptly, diligently and fully carry out, perform and undertake all work identified by the
Principal or the Principals Representative in respect of the Works.21
    
    Laws and Authorisations21.1
    
    Inconsistencies(a)
    
    If a Law is inconsistent with a provision of this Contract, as soon as the Supplier
discovers the inconsistency, the Supplier must notify the Principal in writing specifying
that inconsistency.(b)
    
    Any inconsistent Law will:
 (1)
    
    to the maximum extent permitted by that Law, be read down or contracted out of
so that the terms and conditions of this Contract take precedence; and
 (2)
    
    to the extent that clause 21.1(b) does not apply, prevail over the terms of this
Contract to the extent of the inconsistency, and the terms of this Contract will be
deemed to be amended to the minimum extent necessary to prevent the inconsistency.
 (c)
    
    The Supplier is not entitled to any Claim, adjustment of the Contract Price or extension
of time arising out of, or in connection with, any inconsistency between a Law and a provision
of this Contract.21.2
    
    Authorisations(a)
    
    The Supplier must obtain all Authorisations (other than the Principal Authorisations)
which are necessary for the performance of the Works.(b)
    
    The Supplier must bear the cost of obtaining all Authorisations under clause 21.2(a) and
is not entitled to any Claim, adjustment of the Contract Price, or extension of time in
respect of obtaining or failing to have obtained such Authorisations.(c)
    
    The Supplier must, at its own cost:




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##### 



(1)
    
    do all things necessary, including complying with all Laws, to keep the
Authorisations valid and effective (including payment of any charges);
 (2)
    
    take all steps necessary to renew or extend the Authorisations when
appropriate;
 (3)
    
    do nothing that is likely to prejudice or result in the cancellation,
limitation or imposition of any adverse conditions on the Authorisations; and
 (4)
    
    immediately notify and copy all notices, requisitions and other correspondence
relevant to the Equipment or the Works received in respect of the Authorisations to
the Principal.
 (d)
    
    The Supplier must provide evidence to the Principal and the Principals Representative
that it has obtained and continues to maintain all Authorisations which are necessary for the
performance of the Works if requested at any time by either the Principals Representative or
the Principal.(e)
    
    The Principal and the Principals Representative must not do anything which causes the
Supplier to breach any Authorisation.(f)
    
    The Supplier will provide the Principal with copies of any material correspondence
(including any notices of any breach or departure from the Authorisation or similar
correspondence) sent to or received from any Government Agency or any other entity arising
out of or in connection with the Authorisations.(g)
    
    The Supplier must use best endeavours to assist the Principal in obtaining any Principal
Authorisations, in terms of providing any relevant or necessary technical information or as
otherwise directed by the Principal. If the requirement for documentation or technical
information that has to be developed specifically to satisfy the request then the cost of
preparing the documentation or technical information shall be treated as a Variation.22
    
    Taxes22.1
    
    Liability for Taxes(a)
    
    The Contract Price is exclusive of any goods and services (GST) or value added
(VAT) taxes that may be payable under this Contract.(b)
    
    The Supplier will make all reasonable efforts to ensure that the supply of the Equipment
is VAT-free under applicable VAT laws in each jurisdiction in which the Supplier performs the
Works or makes a delivery to the Principal.(c)
    
    Subject to clauses 22.1(a), (e) and (f), the Supplier will be responsible for the payment
of all Taxes incurred or arising from the performance of the Works or the delivery of the
Equipment on an FAS (Incoterms (2000)) basis, regardless of where that delivery takes place.(d)
    
    The Principal will be responsible for the payment of all Taxes incurred or arising
after delivery of the Equipment on an FAS (Incoterms (2000)) basis.(e)
    
    The Suppliers liability to pay all Taxes under this clause (e) does not include a
liability to pay income tax of the Principal.(f)
    
    The Principal must pay any registration and stamping costs arising out of or in connection
with this Contract.22.2
    
    Export of Equipment(a)
    
    It is acknowledged as between the Supplier and the Principal that, to the extent that the
conditions in paragraph (b) are satisfied, any supply made by the Supplier to the Principal




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##### 



under this Contract is to be zero-rated for the purposes of Section 30 of the Value
Added Tax Act1994 (United Kingdom) (VAT Act).(b)
    
    The conditions that must be satisfied for the purposes of paragraph (a) are:
 (1)
    
    the goods the subject of any supply under the Contract are exported from the
European Community (EC) not more than three (3) months after the time of supply
(as that term is defined for the purposes of the VAT Act).
 (2)
    
    the Principal provides to the Supplier sufficient documentation to prove that the
goods were exported from the EC within the required time referred to in sub-paragraph
(b)(1) and the documentation is provided by the Principal not more than three (3)
months after the time of supply; and
 (3)
    
    the goods must not be used between the time of delivery by the Supplier and the
export of the goods from the EC.
 (c)
    
    For the purposes of sub-paragraph (b)(2), the documentation that the Principal provides
to the Supplier will be sufficient if it is in accordance with the requirements set out in
Paragraph 6 of Public Notice 703: Export of goods from the United Kingdom (August 2006).(d)
    
    Both the Supplier and the Principal agree to apply their best endeavours to ensure that
the requirements set out in paragraph (b) are satisfied. The Principal undertakes to pay any
VAT due in the event that such requirements are not satisfied by the Principal in breach of
this sub-clause.23
    
    Assignment and subcontracting23.1
    
    Assignment(a)
    
    The Supplier must not, without the prior written consent of the Principal, assign or
novate this Contract or assign any payment or any other right, benefit or interest under this
Contract.(b)
    
    The Principal must not, without the prior written consent of the Supplier (consent not to
be unreasonably withheld), assign or novate this Contract or assign any payment or any other
right, benefit or interest under this Contract.23.2
    
    Subcontracting(a)
    
    The Supplier may not subcontract the whole of the Works.(b)
    
    The Supplier may only subcontract a part of the Works:
 (1)
    
    with the prior approval of the Principal (such approval not to be unreasonably
withheld or delayed); and
 (2)
    
    in accordance with clause 23.3.
 23.3
    
    Subcontractor warranties(a)
    
    The Supplier must, by using its reasonable endeavours:
 (1)
    
    obtain warranties on commercially available terms for all Equipment from the
Subcontractors who manufacture or supply the Equipment;
 (2)
    
    ensure that the benefit of those warranties are assignable to the Principal or
its nominee; and
 (3)
    
    in the event of termination of this Contract, assign the benefit of those
warranties to the Principal (or its nominee) where requested by the Principal.




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##### 



(b)
    
    For the purpose of this clause only, the Supplier appoints the Principal as its attorney
with authority to execute the assignment of the warranties referred to in clause 23.3(a)(3),
but for no other purpose.23.4
    
    Subcontract provisionsThe Supplier must ensure that all Subcontracts contain provisions which permit the
Principal to exercise its rights under this Contract including its rights under
clauses 11 and 12.23.5
    
    Suppliers responsibility(a)
    
    The Supplier must only employ, in activities connected with the Works, persons or
Subcontractors who are careful, skilled and experienced in their respective trades and
professions.(b)
    
    Any subcontract entered into by the Supplier does not relieve the Supplier from any
obligation under this Contract and does not create or impose any obligation or liability on
the Principal.(c)
    
    The Supplier is liable to the Principal for acts and omissions of Subcontractors and
employees, agents of Subcontractors and Subcontractors of Subcontractors as if they were
acts or omissions of the Supplier.23.6
    
    Conduct of personnel(a)
    
    The Principal or the Principals Representative may direct the Supplier to have removed
from the Site or from any activity connected with the Works, within such time as the
Principal or the Principals Representative directs, any person employed in connection with
the Works, in the reasonable opinion of the Principal or the Principals Representative:
 (1)
    
    is guilty of misconduct or is incompetent or negligent; or
 (2)
    
    is considered to be carrying out any work in an unsafe or unsatisfactory manner
such that the safety of any person or property may be prejudiced.
 (b)
    
    Where a direction under this clause 23.6 is given the Supplier must ensure that there is
no interruption to the Works.24
    
    Confidential Information24.1
    
    Non disclosureSubject to clause 24.2, neither party may disclose Confidential Information of the
other party without the prior written consent of the other party (which consent
must not be unreasonably withheld).24.2
    
    Permitted disclosureEither party may disclose Confidential Information of the other party which:(a)
    
    at the time of disclosure is in the public domain, but not as result of a breach of
clause 24.1;(b)
    
    is required to be disclosed for the purposes of performing its obligations under
this Contract;(c)
    
    is required to be disclosed to its professional advisers, bankers or financial advisers; or




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##### 



(d)
    
    is required to be disclosed by Law, court order or the listing rules of a stock exchange
on which a partys shares are listed.24.3
    
    Confidentiality undertakingsIf either partys Subcontractors or consultants requires further disclosure of
Confidential Information of the other party to be made to its Subcontractors or
consultants for the purposes of performing its obligations under this Contract,
that party must procure confidentiality undertakings (on terms satisfactory to the
other party) from its Subcontractors or consultants in relation to that disclosure.24.4
    
    Return of Confidential InformationEither party must return to the other party any Confidential Information of the
other party on demand, except to the extent that the Confidential Information is
incorporated in documents which a party is required to retain under any Law.24.5
    
    SurvivalThis clause 24 survives the expiry or termination of this Contract, regardless of the
cause of that expiry or termination.24.6
    
    Media releasesThe Supplier must not issue any information, publication, document or article for
publication concerning the Equipment or the Works in any media without the prior
written approval of the Principal, who may place conditions on such approval. The
Supplier must refer any enquiries concerning the Equipment or the Works from any
media to the Principal as soon as reasonably practicable.25
    
    Intellectual Property Rights25.1
    
    Conduct of ClaimsThe Principal must co-operate with Supplier in Suppliers conduct of any
infringement claim, and must not compromise any claim or make any admissions of
liability.25.2
    
    Intellectual Property Rights granted to the PrincipalThe Supplier grants to the Principal a non-exclusive, perpetual, irrevocable,
worldwide and royalty free licence to use, adapt or modify (and sub-license others
to use, adapt or modify) the Intellectual Property Rights in the Documents,
As-Built Drawings, Critical Documents and Equipment, for the purposes of completing
the design, construction, testing and commissioning, operating, maintaining,
upgrading, augmenting, sale or re-financing of the Equipment and performing the
Works.25.3
    
    Survival of rightsThe rights and obligations of the parties under this clause 25 survive expiry or
termination of this Contract.




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##### 



26
    
    Damage to persons and property and indemnities26.1
    
    Protection of people and propertyThe Supplier must provide all things and take all measures necessary to protect
people and property and, in particular, comply with all Workplace Health and Safety
Legislation and take full responsibility for the adequacy, stability and safety of
all methods of manufacture and operation.26.2
    
    Loss or damage to the Equipment(a)
    
    If loss or damage occurs to the Equipment during the period the Equipment is at the
Suppliers risk pursuant to clause 18.3, the Supplier must at the Suppliers cost rectify such
loss or damage so that the Equipment conforms in every respect with the provisions of this
Contract.(b)
    
    If the Supplier fails to rectify such damage or loss referred to in clause 26.2(a):
 (1)
    
    where the Principal advises a time period for such rectification, within that
time period; or
 (2)
    
    where clause 26.2(b)(1) does not apply, as soon as possible,
 then the
Principal may, in its absolute discretion, by notice in writing to the Supplier:
 (3)
    
    treat the matter as a Supplier Event of Default; or(4)
    
    remedy the loss or
damage at the sole risk and expense of the Supplier:
 (A)
    
    without prejudice to any other rights that the Principal may have
against the Supplier in respect of the loss or damage; and(B)
    
    the cost of rectification work incurred by the Principal will be a
debt due and payable immediately from the Supplier to the Principal.
 (c)
    
    The provisions of this clause 26.2 and the remedies incorporated for the benefit of the
Principal are in addition to and will not prejudice any other warranty, condition or remedy
incorporated in this Contract.26.3
    
    Indemnity from the Supplier(a)
    
    The Supplier indemnifies, and holds harmless, the Principal against any Loss or Claim
arising under, out of, or in connection with:
 (1)
    
    any breach or failure to observe any of the obligations, agreements and
conditions to be observed and performed under this Contract by the Supplier;
 (2)
    
    Loss of or damage to any property of the Principal or any property of any third
party, real or personal, caused by arising out of or in connection with the
execution of the Works or any activity for which the Supplier is directly
responsible (including remedying any Defect); and
 (3)
    
    in respect of personal injury (which expression includes illness) or death of any
person caused by, arising out of, or in connection with, the execution of the Works
or any activity for which the Supplier is directly responsible (including the
remedying of any Defect).
 (b)
    
    This clause (b) does not apply to exclude any other right of the Principal to be
indemnified by the Supplier.
 (c)
    
    The indemnity in clause 26.3(a) shall not exceed the total aggregate of the amount set
out in item 18 of Annexure A.




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##### 



26.4
    
    Urgent protection(a)
    
    If urgent action is necessary to protect, prior to FAS Delivery, the Equipment, other
property or people and the Supplier fails to take such action, in addition to any other
remedies of the Principal:
 (1)
    
    the Principal or the Principals Representative may take the necessary action;
and
 (2)
    
    the reasonable cost incurred by the Principal or the Principals Representative
in the circumstances will be a debt due and payable immediately from the Supplier to
the Principal.
 (b)
    
    If time permits, the Principal or the Principals Representative (as the case may be) will
give the Supplier prior written notice of the intention to take action under this clause 26.4.27
    
    Limit on liability(a)
    
    The maximum liability of the Supplier for:
 (1)
    
    Delay Liquidated Damages pursuant to clause 14.4 of Annexure D will in no event
exceed a total aggregate of the amount set out in item 16 of Annexure A;
 (2)
    
    Performance Guarantee Payments in respect of the Equipment pursuant to clause
19.10 will in no event exceed a total aggregate of the amount set out in item 17 of
Annexure A
 (b)
    
    The maximum aggregate liability for Delay Liquidated Damages and Performance
Guarantee Payments will not exceed % of the Contract Price.(c)
    
    The maximum liability of the Supplier arising out of or in connection with this Contract
will in no event exceed a total aggregate of the amount set out in item 18 of Annexure A
(Liability Limitation).(d)
    
    The Liability Limitation does not apply to any liability of the Supplier for or in
respect of:
 (1)
    
    Completion of the Works;(2)
    
    Delay Liquidated Damages and Performance
Guarantee Payments; or(3)
    
    the wilful misconduct, the wilful default, wilful neglect, fraud or negligence
of the Supplier or any Subcontractors.
 (e)
    
    Except as provided in clause 27(f), no party will be liable for any Excluded Loss
arising out of or in connection with this Contract.
 (f)
    
    Notwithstanding any other provision of the Contract the Suppliers only liability
for Excluded Loss is to the extent:
 (1)
    
    Delay Liquidated Damages or Performance Guarantee Payments (including any at
Law damages pursuant to clause 19.10(d) of Annexure D) may be construed or are
intended to cover such Excluded Loss; or
 (2)
    
    such Excluded Loss is caused by the wilful misconduct, the wilful default,
wilful neglect or fraud of the Supplier or any Subcontractors.




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##### 



28
    
    Insurances28.1
    
    Insurances to be effected(a)
    
    From the Commencement Date, the Supplier must effect and maintain, or cause to be
effected and maintained, the following:
 (1)
    
    insurance covering loss or damage to the Equipment for a minimum of amount set
out in item 10 of Annexure A;
 (2)
    
    public and product liability insurance covering claims in respect of:
 (A)
    
    loss of, destruction or damage to, real or personal property; and(B)
    
    injury to, or disease or death of, persons, arising out of or in
connection with the Works for a minimum of amount set out in item 11 of
Annexure A; and
 (3)
    
    employers liability and workers compensation insurance.
 (b)
    
    The Supplier must maintain the insurances referred to in clause 28.1(a) until:
 (1)
    
    in the case of the insurance referred to in clause (a)(1), the Delivery
Completion Date; and
 (2)
    
    in the case of the insurance referred to in clauses (a)(2) and (a)(3), the expiry
of the Warranty Period.
 28.2
    
    General insurance requirements(a)
    
    All insurances to be effected by the Supplier under this Contract must:
 (1)
    
    be effected with a reputable insurer;(2)
    
    be on the terms required by
this clause 28.2; and(3)
    
    Where practicable, note the interests of the Principal under this Contract
(the Principal is not required to be named as an additional insured); and
 (b)
    
    The Supplier must give to the Principal a certificate from its brokers confirming
the currency of the insurance issued during the term of this Contract.28.3
    
    ExcessesThe Supplier will be responsible for the payment of any excesses or deductibles
under any policy of insurance to be effected and maintained pursuant to this
Contract.28.4
    
    Effect of insuranceThe effecting of any insurance by the Supplier in accordance with this clause 28 does
not in any way relieve the Supplier of any of its obligations or indemnities provided
by the Supplier under this Contract.29
    
    Force Majeure(a)
    
    Neither party shall be liable for any failure or delay in performance of the Contract
(other than an obligation to pay money) to the other party for a Force Majeure Event to the
extent that the Force Majeure Event causes that delay or failure.




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##### 



(b)
    
    The Principal may terminate this Contract upon 15 Business Days notice in the event of a
delay in the performance of the Works exceeding 180 days in total which is caused by a Force
Majeure Event.(c)
    
    If this Contract is terminated under clause 29(a) neither party will have
any:
 (1)
    
    liability to each other; or(2)
    
    Claim against the other,
 in respect of any such termination of this Contract provided that such termination
will not affect any rights and obligations which may have accrued prior to the
commencement of the Force Majeure Event.30
    
    Default and termination30.1
    
    Supplier Event of DefaultIf the Supplier commits a Supplier Event of Default, the Principal may give the
Supplier a written notice requiring the Supplier to remedy the Supplier Event of
Default (Supplier Default Notice).30.2
    
    Supplier Default NoticeA Supplier Default Notice must:(a)
    
    state that it is a Supplier Default Notice;(b)
    
    specify the alleged Supplier Event of Default; and(c)
    
    specify a time and date by which the Supplier must remedy or have demonstrably commenced
steps to remedy the Supplier Event of Default (which time must allow at least 10 Business
Days, and otherwise may be set in the Principals absolute discretion).30.3
    
    Rights of the Principal(a)
    
    On giving a Supplier Default Notice, and if the Supplier has failed to take steps to
remedy within the time specified in the Notice of Default, the Principal may suspend payments
to the Supplier until the date on which the Supplier remedies the Supplier Event of Default.(b)
    
    The Principal must immediately lift any suspension pursuant to clause 30.3(a) if the
Principal remedies the Supplier Event of Default or overcomes the effects of the Supplier
Event of Default.(c)
    
    If the Supplier fails to remedy the Supplier Event of Default within 20 Business Days of
the of the date of suspension , the Principal may by written notice to the Supplier
terminate this Contract.30.4
    
    Principal Event of DefaultIf the Principal commits a Principal Event of Default, the Supplier may give the
Principal a written notice requiring the Principal to remedy the Principal Event of
Default (Principal Default Notice).30.5
    
    Principal Default Notice(a)
    
    A Principal Default Notice must:
 (1)
    
    state that it is a Principal Default Notice; and
 (2)
    
    detail the alleged Principal Event of Default.




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##### 



(b)
    
    If the Supplier gives the Principal a Principal Default Notice, the Principal must
comply with the Principal Default Notice.30.6
    
    Rights of the Supplier(a)
    
    If within 15 Business Days after the Principal has received a Principal Default Notice
pursuant to clause 30.5 the Principal fails to remedy the Principal Event of Default or
overcome the effects of the Principal Event of Default, the Supplier may by written notice to
the Principal suspend the whole or any part of the Works.(b)
    
    The Supplier must immediately lift any suspension pursuant to clause 30.6(a) if the
Principal remedies the Principal Event of Default or overcomes the effects of the
Principal Event of Default.(c)
    
    If the Principal fails to remedy the Principal Event of Default or overcome the effects of
the Principal Event of Default within 20 Business Days of the date of suspension under clause
30.6(a), the Supplier may by written notice to the Principal terminate this Contract.30.7
    
    Insolvency EventIf an Insolvency Event occurs either party may terminate this Contract immediately
by giving written notice to the other party.30.8
    
    Rights of Principal following TerminationIf the Principal terminates this Contract in accordance with clause 30.3(c) or
30.7, the Principal may elect to exercise its rights under the following
provisions:(a)
    
    The Principal may employ and pay other persons to complete the Works. The Principal or
those other persons may enter onto the Delivery Point and the Site and use all Equipment,
Documents, As-Built Drawings and Critical Documents and do anything else necessary for
completion of the Works.(b)
    
    The Supplier, if required by the Principal within 10 Business Days of termination, must
novate to the Principal or its nominee without payment the benefit (including warranties and
guarantees) of any subcontracts or agreements for the supply of materials or parts of
Equipment or for the execution of any work for the purposes of this Contract. The Supplier,
for the purposes of that novation, irrevocably appoints the Principal as its attorney with
full power and authority to execute that novation on behalf of the Supplier.
The novation must be on terms reasonably required by the Principal.(c)
    
    The Principal may pay
(but is under no obligation to do so):
 (1)
    
    the hirer or supplier of any materials or Equipment; or(2)
    
    any Subcontractor of the Supplier,
 for any materials or Equipment delivered or work executed for the purposes of
this Contract (whether before or after the date of termination).(d)
    
    Payments made in connection with or arising out of clause 30.8(a), (b) or (c) may be
deducted or paid from (in reverse priority):
 (1)
    
    the proceeds of any Performance Security; or
 (2)
    
    any sum due or payable to Supplier.
 (e)
    
    The Supplier must complete (to the extent not already completed) and provide a copy of
all Documents, As-Built Drawings and Critical Documents for the Equipment within 15 Business
Days of termination.(f)
    
    The Principal will be entitled to be immediately paid or, to the extent not paid, to
immediately deduct from the Performance Security any amount owing to the Principal in relation
to this Contract, including Performance Guarantee Payments or Delay Liquidated Damages.




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##### 



(g)
    
    As soon as is reasonable after all of the Performance Guarantees have been achieved,
having regard to the rights of the Principal under this clause 30.8, the Principal must
ascertain:
 (1)
    
    the amount of costs properly incurred by it in bringing the Works to a stage
where the Performance Guarantees were satisfied and the amount of any loss or damage
caused to the Principal by the termination; and
 (2)
    
    any other liability of the Supplier to the Principal under this Contract,
including any Delay Liquidated Damages and Performance Guarantee Payments accrued but
not paid.
 (h)
    
    If such amounts when added to the moneys paid to the Supplier before the date of
termination result in a total amount in excess of that which would have been otherwise payable
to the Supplier under this Contract for the performance of the Works, then the difference will
be a debt due and payable to the Principal by the Supplier, but in any event shall not exceed
110% of the Contract Price.(i)
    
    The Principals rights at law, in equity or otherwise consequential upon termination of
this Contract are in no way limited or derogated from by clause 30.3 and this clause 30.8 is
entirely without prejudice to those rights.(j)
    
    Notwithstanding any other provision of this Contract, all undrawn Performance Security
provided by the Supplier will be released by the Principal on payment of any amounts
properly due to the Principal under this clause 30.30.9
    
    Termination paymentsIf the Supplier terminates this Contract in accordance with clause 30.6(c), the
Suppliers sole entitlement will be to be paid by the Principal:(a)
    
    the value of that proportion of the Works completed but not paid for by the Principal to
the Supplier when this Contract was terminated;(b)
    
    subject to the Supplier taking all reasonable steps to mitigate such costs, the cost of
materials and equipment reasonably ordered by the Supplier and which the Supplier is liable
to accept, but only if:
 (1)
    
    such materials and equipment will become the Principals property;
 (c)
    
    subject to the Supplier taking all reasonable steps to mitigate such costs, the recovery
of such other costs reasonably and necessarily incurred by the Supplier prior to the date of
termination in the expectation of completing the Works (including subcontract break fees) and
not included in any other payment by the Principal to the Supplier.30.10
    
    Return of PropertyOn termination of this Contract for any reason, the Supplier must return as soon as
reasonably practicable to the Principal any property of the Principal in the
possession of the Supplier, its employees, agents or Subcontractors.31
    
    Notification of Claims31.1
    
    Notices of other claimsExcept for Claims for:(a)
    
    an extension of time under clause 14.3;(b)
    
    payment under Annexure B; or(c)
    
    a
Variation under clause 12,




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##### 



where notice is already dealt with pursuant to the aforementioned clauses, the
Supplier must give the Principal and the Principals Representative the notices
required by clause 31.2 if it wishes to make a Claim against the Principal in respect
of any matter (including a breach of this Contract by the Principal) under, arising
out of, or in connection with, the Works, the Equipment or this Contract.31.2
    
    Prescribed noticesThe notices referred to in clause 31.1 are:(a)
    
    a written notice within 10 Business Days after the Supplier first becoming aware of the
matter in respect of which the Claim is based expressly specifying:
 (1)
    
    that the Supplier proposes to make a Claim; and
 (2)
    
    the matter in respect of which the Claim will be based; and
 (b)
    
    a written notice within 20 Business Days after giving the written notice under
clause 31.2(a), which must include:
 (1)
    
    particulars concerning the matter in respect of which the Claim is based;
 (2)
    
    the legal basis for the Claim, whether based on a provision of this Contract or
otherwise, and if based on a provision of this Contract, clearly identifying the
specific provision;
 (3)
    
    the facts relied on in support of the Claim in sufficient detail to
permit verification; and
 (4)
    
    details of the amount claimed and how it has been calculated.
 31.3
    
    Continuing eventsIf the matter in respect of which the Claim under clause 31.1 is based or the
consequences of the matter are continuing, the Supplier must continue to give the
information required by clause 31.2(b) every 20 Business Days after the written
notice under clause 31.2(b) was submitted or given to the Principal and the
Principals Representative, until after the matter in respect of which the Claim is
based has, or the consequences of it have, ceased.32
    
    Dispute resolution32.1
    
    Dispute(a)
    
    If a Dispute arises between the Supplier and the Principal or the Supplier and the
Principals Representative, then the Dispute will be dealt with in accordance with this
clause 32.(b)
    
    Unless a party has complied with the procedure to resolve a Dispute by negotiation of the
Dispute under clause 32.2, that party may not commence dispute resolution proceedings under
clause 32.3, 32.4 or 32.7 (as applicable).32.2
    
    Negotiation(a)
    
    If a Dispute arises then a party may give notice to the other party requesting that
the Dispute be referred for resolution to senior representatives of the Principal and the
Supplier (Senior Representatives).(b)
    
    A notice under this clause 32.2 must:
 (1)
    
    be in writing;




---



##### 



(2)
    
    state that it is a notice under this clause 32.2; and
 (3)
    
    include or be accompanied by reasonable particulars of the Dispute
 (Dispute Notice).(c)
    
    If a Dispute is referred to the Senior Representatives, then the Senior Representatives
must meet and use reasonable endeavours to resolve the Dispute (in whole or in part) within
5 Business Days after the date on which the Dispute Notice is received (or such later date
as the parties may agree).32.3
    
    Arbitration(a)
    
    Subject to clause 32.7, if a Dispute which has been referred to negotiation pursuant to
clause 32.2 remains unresolved (whole or in part) after the expiration of the period
referred to in clause 32.2(c), then either party to the Dispute may commence arbitration
proceedings administered by the London Court of International Arbitration (LCIA) to resolve
any unresolved part of the dispute.(b)
    
    The arbitration shall be conducted in Singapore, in accordance with the LCIA rules for
arbitration operating at the time the dispute is referred to LCIA and which rules are hereby
deemed to be incorporated into this Contract. The number of arbitrators shall be one.(c)
    
    The parties must bear their own costs in connection with the arbitration and must pay an
equal portion of the cost of the LCIA.32.4
    
    LitigationSubject to clause 32.7, if a Dispute which has been referred to arbitration pursuant
to clause 32.2 is unable to be resolved by the arbitrator then either party to the
Dispute may commence legal proceedings in Queensland to resolve the unresolved part
of the dispute.32.5
    
    ContinuityDespite the existence of a Dispute, the parties must continue to perform their
obligations under this Contract.32.6
    
    Injunctive or urgent reliefNothing in this clause 32 prejudices either partys right to institute proceedings
to seek injunctive or urgent declaratory relief in Queensland in respect of a
Dispute under this clause 32 or any other matter arising under this Contract.32.7
    
    Expert determination(a)
    
    If a Dispute arising out of or relating to interpretation of the Technical Specification,
Performance Tests, achievement of the Performance Guarantees, payment of liquidated damages,
or remediation work carried out by the Supplier during the Warranty Period, which has been
referred to negotiation pursuant to clause 32.2 remains unresolved (whole or in part) after
the expiration of the period referred to in clause 32.2(c), then either party to the Dispute
may by giving notice to the other party within 10 Business Days after expiry of that period
require those parts of the Dispute which remain unresolved be referred to an expert for
determination in accordance with clauses 32.8 to 32.11.(b)
    
    A notice under clause (a) must:
 (1)
    
    be in writing;
 (2)
    
    state that it is a notice under this clause 32.7; and




---



##### 



(3)
    
    include or be accompanied by reasonable particulars of those parts of the
Dispute which remain unresolved,
 (Expert Determination Notice).32.8
    
    Selection of expert(a)
    
    A Dispute required to be referred to and resolved by expert determination will be
determined by an independent expert:
 (1)
    
    agreed between the parties; or
 (2)
    
    if not agreed within 10 Business Days of the Expert Determination Notice,
appointed by the President of the Institution of Chemical Engineers in United
Kingdom.
 (b)
    
    The expert determination process is to be administered in accordance with clause 32.9.32.9
    
    Rules of expert determination(a)
    
    The expert will:
 (1)
    
    act as an expert and not as an arbitrator;
 (2)
    
    proceed in any manner the expert thinks appropriate without being bound to
observe the rules of natural justice or the rules of evidence;(3)
    
    take into consideration all documents, information and other material which the
parties give the expert including documents, information and material relating to the
facts in dispute and to arguments and submissions upon the matters in dispute;(4)
    
    not be expected or required to obtain or refer to any other documents,
information or material, but may do so if the expert thinks it is appropriate;(5)
    
    use the experts own expertise in forming the experts conclusions; and(6)
    
    make a determination of the Dispute within 30 Business Days from the acceptance
by the expert of the appointment, or such extended period as the parties may agree.
 (b)
    
    The expert may, if the expert thinks appropriate, arrange to meet or otherwise have
discussions with the parties, together but not separately, and in connection with any such
meeting or discussions:
 (1)
    
    a party may be accompanied by legal or other advisers; and
 (2)
    
    the parties agree to be bound by such procedural directions as may be given by
the expert, both in preparation for and during the course of the meeting or
discussions.
 (c)
    
    Without restricting the generality of clause (b)(2), the parties agree and undertake to
produce such information and documents as the expert may from time to time direct at such
place and at such time as the expert may direct.(d)
    
    The expert may commission advisers or consultants, including lawyers, accountants,
bankers, engineers, surveyors or other technical consultants, to provide information to
assist the expert in the determination.(e)
    
    The relevant parties to a Dispute must indemnify the expert for the reasonable cost of
retaining those advisers or consultants.(f)
    
    The expert will disclose to the parties any relationship or interest with the parties or
their respective officers, employees, contractors, consultants or agents who are involved in
expert determination and any interest the expert has in the Dispute.




---



##### 



(g)
    
    If the expert becomes aware of any circumstance which might reasonably be considered to
adversely affect the experts capacity to act independently or impartially, the expert will
immediately inform the parties.(h)
    
    After the parties have had the opportunity to consider the experts disclosure then either
party may require that the Dispute be referred to another expert for resolution in accordance
with clauses 32.8 to 32.11 (inclusive) by giving notice to the other party within 5 Business
Days of the date on which it was informed of the circumstance.32.10
    
    Expert finding(a)
    
    The determination of the expert must be in writing and will be final and binding on the
parties unless within 30 Business Days of receipt of the determination, a party gives notice
to the other party referring the matter to litigation in accordance with clause 32.3
(Dissatisfaction Notice).(b)
    
    Upon submission by either party, the expert may amend the determination to correct:
 (1)
    
    a clerical mistake;(2)
    
    an error from an accidental omission;
 (3)
    
    a material miscalculation of figures or a material mistake in the description
of any person, thing or manner; or
 (4)
    
    a defect in form.
 32.11
    
    Costs of expert determinationThe parties must bear their own costs in connection with the expert determination proceedings
and must pay an equal portion of the cost of the expert.33
    
    General33.1
    
    Costs and expensesEach party must pay its own legal costs and expenses in preparing, negotiating
and completing this Contract.33.2
    
    Further assurancesEach party must do all things and execute all further documents necessary to give
full effect to this Contract.33.3
    
    Notices(a)
    
    Any notice or other communication in relation to this Contract including any request,
demand, consent or approval, to or by a party to this Contract:
 (1)
    
    must be in legible writing and in English and addressed as follows:
 (A)
    
    if to the Principal, as set out in item 22 of Annexure A;(B)
    
    if to
the Supplier, as set out in item 23 of Annexure A;(C)
    
    if to the Principals Representative, as set out in item 24 of Annexure
A,
 or a substitute address notified by a party to the other party;
 (2)
    
    where the sender is the Supplier, must be signed by an officer or under the
common seal of the Supplier;




---



##### 



(3)
    
    where the sender is the Principal, must be signed by either an officer or
authorised signatory, or under the common seal of the Principal;
 (4)
    
    where the sender is the Principals Representative, must be signed by the
Principals Representative;
 (5)
    
    in the case of notice by email, the notice must be accompanied by a digital
signature;
 (6)
    
    will be deemed to be given or made:
 (A)
    
    if posted from an address in Europe (including the United Kingdom) to an
address in Papua New Guinea , 10 Business Days after posting;(B)
    
    if posted and clause (A) does not apply, 7 Business Days after
posting;(C)
    
    if delivered by hand, on delivery;(D)
    
    if faxed, on receipt of a transmission report confirming successful
transmission; and(E)
    
    if sent by email is regarded as given and received when sent to the
sender unless: the sender receives a report of delivery failure or
delivery delay; the sender receives an Out of Office reply or similar
response; or the addressee informs the sender that the notice is
illegible, incomplete or corrupted, within 24 hours of the notice being
transmitted,
 but if delivery or receipt is on a day which is not a Business Day or is after
5.00pm at the place of delivery or receipt, it is taken as given at 9:00am on the
next Business Day; and
 (7)
    
    can be relied on by the addressee and the addressee is not liable to any other
person for any consequences of that reliance if the addressee believes it to be
genuine, correct and authorised by the sender.
 (b)
    
    A facsimile is deemed legible unless the addressee telephones the sender within 24 hours
after transmission is received or regarded as received under clause 33.3(a)(6)(D) and
informs the sender it is not legible.(c)
    
    In this clause 33.3, a reference to an addressee includes a reference to an addressees
agents or employees.33.4
    
    Governing law and jurisdiction(a)
    
    This Contract is governed by the laws of the jurisdiction set out in item 8 of Annexure A.(b)
    
    The parties irrevocably submit to the exclusive jurisdiction of the courts of the
jurisdiction set out in item 9 of Annexure A.(c)
    
    Each party irrevocably and unconditionally waives any objection to the venue of any legal
process on the basis that the process has been brought in an inconvenient forum.(d)
    
    Each party irrevocably and unconditionally waives any immunity in respect of its
obligations under this Contract that it may acquire from the jurisdiction of any court or any
legal process for any reason including the service of notice, attachment before judgement,
attachment in aid of execution or execution.33.5
    
    Prohibition and enforceabilityAny provision of, or the application of any provision of, this Contract which is
void, illegal or unenforceable in any jurisdiction:(a)
    
    is to be read down for the purposes of that jurisdiction so as to be valid and
enforceable, and if incapable of being read down, severed and the remaining provisions of
this Contract will continue to have full force and effect; and




---



##### 



(b)
    
    does not affect the validity, legality or enforceability of that provision in any
other jurisdiction or of the remaining provisions in that or any other jurisdiction.33.6
    
    Waivers(a)
    
    Waiver of any right arising from a breach of this Contract or of any right, power,
authority, discretion or remedy arising on default under this Contract must be in writing and
signed by the party granting the waiver.(b)
    
    A failure or delay in exercise, or partial exercise, of:
 (1)
    
    a right arising from a breach of this Contract; or
 (2)
    
    a right, power, authority, discretion, or remedy created or arising on
default under this Contract,
 does not result in a waiver of that right, power, authority, discretion, or remedy.(c)
    
    A party is not entitled to rely on a delay in the exercise or non-exercise of a right,
power, authority, discretion, or remedy arising from a breach of this Contract or on a
default under this Contract as constituting a waiver of that right, power, authority,
discretion, or remedy.(d)
    
    A party may not rely on any conduct of another party as a defence to exercise of a right,
power, authority, discretion, or remedy by that other party.33.7
    
    Entire agreement(a)
    
    This Contract supersedes all previous agreements in respect of its subject matter and
embodies the entire agreement between the parties in respect of its subject matter.(b)
    
    No reliance is to be placed by the Supplier on any representation, promise or other
inducement made or given or alleged to be made or given by the Principal prior to the
Commencement Date.33.8
    
    Variation to this ContractA variation of any term of this Contract must be in writing and signed by the parties.33.9
    
    Counterparts(a)
    
    This Contract may be executed in any number of counterparts.(b)
    
    All counterparts together constitute one instrument.(c)
    
    A party may
execute this Contract by signing any counterpart.33.10
    
    To the extent not excluded by LawsThe rights, duties and remedies granted or imposed under this Contract operate to
the extent not excluded by law.33.11
    
    AttorneysEach of the attorneys if any) executing this Contract states that the attorney has no
notice of the revocation of the power of attorney appointing that attorney.33.12
    
    Survival of obligations(a)
    
    If this Contract is terminated then, except where this Contract provides otherwise:




---



##### 



(1)
    
    the parties are released from their obligations to continue to perform this
Contract except the obligations which are expressed to or by their nature,
survive termination;
 (2)
    
    each party retains the rights and claims it has against the other party for
any past breach of this Contract; and
 (3)
    
    the provisions of this Contract survive termination to the extent necessary to
give effect to clause 33.12(a)(1).
 (b)
    
    The following survive termination of this Contract:
 (1)
    
    any warranties provided by the Supplier including pursuant to clause 5;(2)
    
    clauses 1, 19,
21, 22, 23.4, 28 and 29.
 (c)
    
    The indemnities in this Contract are:
 (1)
    
    continuing, separate and independent obligations of the parties from their other
obligations and survive termination of this Contract; and
 (2)
    
    absolute and unconditional and unaffected by anything that might have the
effect of prejudicing, releasing, discharging or affecting in any other way the
liability of the party giving the indemnity.




---



##### 








---



##### 



Party B
 Guarantee
 Party A Guarantee Provider Party B Beneficiary Agreement Bank Guarantor insert amount and currency
 Drawing on this Guarantee
  1.
    
    A written demand containing a statement certifying that the Guarantee Provider has
failed to properly execute and perform their obligations under the contract signed in
writing by an authorised representative of the Beneficiary;2.
    
    A certified copy of a letter dated at least 14 (fourteen) days previously
informing Guarantee Provider of the Beneficiarys intention to claim under this
guarantee and its reasons for so doing;3.
    
    The signatures on the written demand in 1 above must be authenticated by the Guarantor
 Other Conditions
  Expiry Date
  1.
    
    notification has been received from the Beneficiary that the sum is no longer required
by the Beneficiary;2.
    
    this undertaking is returned to the Guarantor or Guarantee Provider by the
Beneficiary; or3.
    
    payment by the Guarantor to the Beneficiary of the whole of the sum,
whichever occurs first.
 insert date
 Governing Law
  [Bank Details]




---



##### 



DATE
 PARTIES
 Lihir Gold Limited (Principal)
 Air Products Group Limited
 Hersham Place Technology Park
Molesey Road
Walton on Thames
Surrey KT12 4RZ
England (Guarantor)




---



##### 



Signed forAir Products Group Limitedby its authorised representativesign here
    uAuthorised Representativeprint namein the presence ofsign here
    uWitnessprint name




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##### 








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##### 



mpa            EQUIPMENT NAMEOXYGEN PLANT
CONSULTING 1 ENGINEERS AUSTRALIA
EQUIPMENT NO: DATA SHEET NO:
MOPU-100208210-7-5803
Client:LGL            Job No: 08210
ProlBct:0£ Plant FEED Area:1560
OPERATING AND DESIGN CONDITIONS
8Equipment            oxyqen plant
LjJDuty            continuous
Required 1
Working 1
Standby 0
OLocation            outdoors            marine environment
Site Elevation            m 15
Wind Velocity (Vp Permissable) nvs 26 (PNG standard 1001  1 yS2 Pan 3j
Wind Velocity (Vu Limit State) nvs 32 (PNG standard 1001 -1982 Part 31
10 8Acceleration Coefficient (a) 0.322 (note 2) (ASNZS 1 170.0-2002)
Ultimate Limit State Probability (kp) 1.25 (note 2) (ASNZS 1170.0- 2002)
Site Factor (S) 1.5 (ASNZS 1170.0- 2002)
Importance Level 4 (ASNZS 1170.0- 2002j
Importance Factor (1) 1.00 (ASNZS 1170.0- 2002)
LU            Design Mil            MaxWorsi
m
Air Temperature            deqC 29.5 20.0 35.0 35.0
Relative Humidity      % rel 35.0 75.0 92.0 99.0
Atmospheric Pressure            kPaG 101.325 93.000 104.000 98.000
Rainfall (average) mmyear 3.700 to3.SC )0 (PNG standard 1001 -1082 Pan 3)
(3 to¦.i.u-kmi:;.:-tygen            i contained)
LU
If) <f)
Supply- Design            fd 1700 (49.580 Nmahr)
Supply- Turndown            iSOio turndavvii) fd            B50 (24.500 Nmahr)
Supply  Purity (min) %98
Supply- Pressure            kPaG 3050
Supply- Temperature            deqC            ambient
Liquid Oxyqen (contained)
Supply- Design            fd 50 (1,460 Nm3/hr)
Supply- Purity (min) %98
Storage            t            nominal 50 )(witli 49 540 Nm*hr)
Liquid Nitrogen
Supply- Design            fd 10 (333 Nm3hr)
Suppk- Purity (max) %< 0.1% 02
Storage tnominal 5C (with 333 Nmahr)
Instrument Air
Supply- Flow            Nmahr 2000
Supply- Pressure            kPaG 330 (note 1)
Supplv- Temperature            deqC            ambient
Supply- Dew Point            deqC -40
Plant Loading
Design      % of time 90
Turndown      % of time 10
HoTEs
(1)Instrument ail pres sure suppl flimited due to BAG si            zing
(2) kp < .:jto be Litiliseel in place            of s jvhetevet it is ap            plied in ASl 170.4-1 K-J re required hiAS 1 170.0-2002
0 OI-May-08 loin* Foi Procurement            APM            PCR
REV DATEdEscRIpTI6N BY CHECK            APPD




---



##### 



11 nr 5CHE EQUIPMENT NAMEOXYGEN PLANT
A CONSULTING 1 ENQINEI            EQUIPMENT NA: DATA SHEET N6: AUSTRAL MOPU-1002 0821 0-7-5803
Client: LGL            Job No: 082 10
Pri]|nct: 02 Plant FEED            Area: 1560 OPERATING AND DESIGN CONDITIONS   LU >.:-?;i Water            Design Case            Design            Min            Mai            W
orn
F_i F=> Supply- Flow            nia-hr * * * *
Supply  Temp            decjC 31 31 31 31 Supply  Press            kPaG £00 200 200 200 Return  Temp            deqC 40 40 40 40 (not to exceed)
Return  Press Drop            kPa 150 150 150 150 (not to exceed)
Steam
Supply  Temp (max) decjC 185 (saturated)
Supply  Press (max) kPaG 1040 Condensate
Return  Temp            decjC *
Return  Press            kPaG 350 (minimum required)
Row Water
Supply- Flow            mS-hr *
Supply  Temp {man) decjC 35 Supply  Press (max) kPaG 600 Qualih mq L            Calcium as Ca 1B
mgL            Magnesium as Mg 2.6 mgL            Potassium as K 1.6 mg; L            Sodium as Na 4.5 mgL            Iron as Ft 0.5 mgL            Chloride as Cl 3 mg L            Sulphate aS04 35 mgL            Alkalinity as CaC03 42 mg L            Total Hardness as Cat 03 56 mgL            Silicon as Si02 25 pH 6.9 to 7.2
mScm            Conductivity 150 <O DC            Voltage            kV 11 (±0)
1-
o
LU
_l LU
V-IIuit-[Kp Allowable (max) % 20 (max voltage drop on start up)
Phase 0 3 Frequency            Hz 50 (±0.5%)
Fault Level
lk            kA 40 (rms@ 12 kV)
Stead/ State (tolECSOS) kA 25 (rms)
o
z Plant Fence Line (max) dBA 70 (note 1)
Enclosures. Silencers (max) dBA 80 (note 2) (at 1m and 90 deg)
Piping (max) dBA 80 (note 2) (at 1m and 90 deg)
NoTes
* mVendor to advise
(1) Noise limit specified i;:. from continuous sources and not from intei mediate use sources :.n-;h as            safety raEal valves
(2) Noiselimit is external of an/ acoustic endosui&E¦-or huildings
0 0 1 -May-09 Igcli^Foi Procurement            APM            PCR
FT :V DATED            rscwTK <N            KV CHECK            APPD




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##### 



mpa            EQUIPMENT NAMEOXYGEN PLANT
CONSULTING ¦ ENGINEERS
AUSTRALIA
EQUIPMENT NO: DATA SHEET NO:
MOPU-100208210-7-5803
Client: 1LfiL Job No:08210
Pr«ifM:t: | 02 Plant htbU            Area: 1560 OPERATING AND DESIGN CONDITIONS
cc < u ccAtmospheric Air
Ul
I
a
U)
o
2 F< Quality            ppm            Hydrogen 10
ppm            Carbon Monoxide 40
ppm            Carbon Dioxide 500
ppm            Methane 10
ppm            Acetylene Propylene C4+ 2
ppm            Ethane 0.1
ppm            Ethylene 5
ppm            Propane 0.05
ppm            Butane & Heavier            nil
ppm            Sulphur Dioxide 0.1 ppm            Hydrogen Sulphide 0.05
ppm            Mercaptans 0.1
ppm            Ammonia 1
ppm            Oxides of NiNO&N02) rj.1
mp/m3 Participate Matter 3
ppm            HCN            nil
ppm            Salt air mist            trace
t-Products
a>
cc a
Gaseous Oxygen            pipe i ack on plant boundary
Vapour is ed Oxygen            pipe i ack on plant boundary
Vapour is ed Nitroqen            pipe i :i-.l-: on | ¦lantboundarv
Instrument Air            pipe i :i-.l-: on | ilant boundary
Condensate Return (compressor) TBA
Utilities
Sea Water Supply            heat exchangei inlet manifold
Sea Water Return            liT.it -?>:¦. Ii-iIIitIoutlet manifold
Steam Sup pi, pipe i ick on plant boundary
Condensate Return (steam) pipe tack on plant boundary
Instrument Ail            pipe i :¦¦. I: on plant boundar-,
Make Up Water            pipe i fi-i: on plant boundary
Storm Water            N/A
Effluent,- Sewer            N/A
Electric it,- HV (11 kV) motor terminals
Electricity  LV (415 V j            motor, generatoi terminals
Electric it,- ELV (24VDC) instrument terminals
0)Design Standards            Minimum design standards as follows unless noted otherwise
a cc
a
z
e
Pnw :.iii-^Vessels            ASME, AD Merkblatter, AS oi equivalent
Pipinq            ASME, API or equivalent
Electrics            I EC standards
Relief Systems            API or equivalent
N6TES
*  Vendor to advise
001-Msy-0a            Issued For Procurement APM            PCR
REV DATEDESCRIPTI6H            BY CHECK            APPD