Terms&Conditionsofpurchase.

“PURCHASER” shall mean Oman India Fertilizer Company, SAOC.

“SELLER” shall mean the person, firm or company to whom this Purchase Enquiry / Order is issued.

“ORDER” shall mean this Purchase Order and its attachments and exhibits.

“GOODS” and/or “MATERIALS” shall mean the articles, materials, machinery, equipment, supplies, drawings, data and other property and all services — including design, delivery, installation, inspection, testing and commissioning — specified or required to complete the Order.

This Order is expressly conditioned on the Seller's acceptance of all the terms and conditions hereof. The Seller shall return two copies of the Order duly signed and accepted within 10 days of the receipt of the Purchase Order by him.

This Order shall be subject to these General Terms and Conditions and any additional or specific conditions referred to in the Order, and no deviation shall be made from the requirement of the Order or from the General Terms and Conditions unless deviations are approved in writing by the Purchaser.

Except with the prior permission of the Purchaser, the Seller shall not assign or sublet this Order or any part thereof or any money due hereunder to any other manufacturer or vendor. Such permission, if granted by the Purchaser, will not in any way relieve the contractual obligations of the Seller on whom the Order has been placed.

If for reasons not attributable to the Purchaser or due to conditions constituting Force Majeure (as defined in this Order) the supply of equipment and/or materials is not completed in accordance with the provisions hereof and in accordance with the delivery / completion period indicated in the body of the Order, the Purchaser shall be entitled to and the Seller shall pay to the Purchaser, as pre-estimated mutually agreed damages, ½% (half percent) per week or part thereof, subject to a maximum of 5% (five percent) of total Order value, on account of delay in delivery or completion.

The order value shall include all contingencies and escalations, if any, payable by the Purchaser to the Seller.

The following will be considered as damages:

• Delay in delivery of materials covered in the Purchase Order, or delay in completion of work specified in the Work Order.
• Delay in supply of technical documents.
• Failure to meet Performance Guarantee, including (a) shortfall in guaranteed output expressed as a percentage of shortfall, (b) failure to meet utilities consumption guarantees, and (c) failure to meet service level parameters.

Notwithstanding anything to the contrary in this Purchase Order, and without prejudice to the right of the Purchaser under this Order and its entitlement to the said pre-estimated mutually agreed damages (and in addition and not in derogation or substitution thereof), the Purchaser shall be entitled to terminate the Purchase Order in whole or in part without being liable to the Seller in any manner whatsoever, or to have the undelivered portion supplied and delivered at the risk and cost of the Seller, if at the end of and despite 30 (thirty) days notice in writing the Seller fails to deliver all or any part of the equipment and/or materials within the delivery schedule, including any extended period allowed by the Purchaser.

The terms and conditions of this Purchase Order shall be subject to Force Majeure, which shall mean and be limited to the following:

• Any war or hostilities.
• Any riot or civil commotion.
• Any earthquake, flood, tempest, lightning or other natural physical disaster, or impossibility of the use of any railway, port, airport, shipping services or other means of transport.
• Any strike or lock-out (only those exceeding 10 continuous days in duration) affecting the performance of the Seller's or Purchaser's obligations.

Unless otherwise specified in the Purchase Order, the terms of payment shall be within 30 days of the receipt and acceptance of the material at the OMIFCO site.

Unless otherwise specified in the Purchase Order, the material shall be despatched by sea or road and the despatch documents along with a copy of the invoice will be mailed directly to the Purchaser for the attention of the Procurement Manager / the authority signing the Order.

If the Purchase Order specifically requires the Purchaser's inspection, the Seller shall advise the Purchaser in writing at least 15 days in advance of the date when the materials will be ready for inspection. Inspection — or its being dispensed with by the Purchaser — will in no manner absolve the Seller of his responsibility for the quality and workmanship of the materials covered under this Order.

The Seller shall fully indemnify the Purchaser, its customers and users, against any action, claim or demand, costs or expenses, arising from or incurred by reason of any infringement or alleged infringement of letters, patent, trade mark or name, copyright or other protected rights in respect of any materials supplied. All royalties and the like payments shall be the liability of, and be paid directly by, the Seller.

All materials or equipment shall be supplied strictly in accordance with the specifications, drawings, data sheets, other attachments and conditions stated on the Purchase Order. No deviations from such specifications or alterations of these conditions shall be made without the Purchaser's agreement in writing, which must be obtained before material is placed on manufacture or any work commenced.

Unless otherwise specified in the Purchase Order, all taxes and duties will be borne by the Seller.

The transit risk insurance from the Seller's works or place up to the time of delivery to the Purchaser's site or office shall be comprehensively covered by the Purchaser in the case of E / F deliveries, and shall be covered by the Seller in the case of C / D deliveries.

All actions at law or suits arising out of, or in connection with, this Order or the subject matter thereof — whether as to construction or otherwise — shall be instituted in a court of competent jurisdiction in Muscat.

The Purchaser and the Seller shall make every effort to resolve amicably, by direct informal negotiations, any difference or dispute arising between them under or in connection with the Purchase Order. If after thirty (30) days from the commencement of such informal negotiations the parties have been unable to resolve the dispute, either party may require that the dispute be referred for resolution to the formal mechanisms specified below.

Legal construction.

Subject to the arbitration provisions below, the Purchase Order shall be, in all respects, construed and operated as an Omani contract and in accordance with Omani laws in force for the time being, and subject to the jurisdiction of Muscat courts.

Arbitration.

Any dispute or differences whatsoever arising between the parties out of or relating to the construction, meaning, scope, operation or effect of this contract, or the validity or breach thereof, shall be settled by arbitration in accordance with the provisions of the applicable laws of the Sultanate of Oman, and the award made in pursuance thereof shall be binding on the parties. The performance under this contract shall not stop for any reason whatsoever during the said dispute proceedings, unless the contractor or supplier is specifically directed by the owner or buyer to desist. The venue of arbitration shall be Muscat, the language of proceedings shall be English, and the law governing the substantive issues between the parties shall be the laws of Oman.

All correspondence concerning the Order shall state the Order number and shall be submitted in duplicate, addressed to the Muscat office of Oman India Fertilizer Company for the attention of the Procurement Manager or the authority signing the Order.

Documentation shall be submitted as called for in the Purchase Order.

The Seller will supply copies of test certificates for materials and equipment as called for in the Purchase Order. Such certificates shall clearly state the Purchase Order number, item and equipment number.

All prices shall be fixed for the duration of the Order, including the period of any extension thereof, and shall not be subject to escalation of any description — notwithstanding any change in the cost of materials and/or labour that may take place while the Order is being executed, even if the Seller, for any reason whatsoever, takes a longer period to deliver the goods than indicated in the Purchase Order.

All packing, boxing, crating and protection shall conform to the specification or requirements of the Purchase Order. The Seller shall be held liable for damage or breakage to the goods due to defective or insufficient packaging. Markings advised in the Order or despatch instructions shall be done by the Seller in indelible paint and in a manner that ensures they are clearly visible.

All goods shall be despatched by sea, road or air, freight prepaid, and the consignment note shall be sent by courier to the Procurement Manager of Oman India Fertilizer Company, SAOG, as detailed in the Purchase Order.

The shipping / despatch documents will consist of:

• Consignment Note — 3 copies
• Packing list — 3 copies
• Test Certificates — 3 copies
• Invoice — 4 copies

The original and two copies of the despatch documents shall be sent by courier on the day of despatch to the Purchaser for the attention of the Procurement Manager.

Three copies of each invoice, made out in the name of the Purchaser, shall be posted to the Procurement Manager of Oman India Fertilizer Company, SAOG, immediately after despatch has been made. The invoice shall show clearly whether it covers a “part order”, “balance order” or “complete order” and shall include the item number as well as the order number. Net prices shall be shown on invoices. Cash discounts shall be described as such, and each invoice shall show any advance or progress payments received by the Seller.

In the event of any default of the Seller to comply with any of the provisions or requirements hereof, the Purchaser shall have the right to terminate and cancel the Purchase Order with or without notice and without prejudice to any other rights, elections or remedies the Purchaser may have, and the Purchaser shall be relieved from any further obligations to the Seller. In the event of such cancellation, the Purchaser shall be entitled to arrange for the procurement of equipment, materials and services from alternate suppliers at the risk and cost of the Seller. The waiver of one default shall not be considered an automatic waiver of any other default.

OMIFCO reserves the right to terminate or cancel this Order in whole or in part by written or telegraphic notice to the Seller at any time prior to despatch of shipment from the Seller's premises. OMIFCO shall pay the Seller his actual out-of-pocket costs, including reasonable termination expenses in connection with cancellation. Title to the affected goods, both completed and incomplete, shall pass to OMIFCO and the Seller shall safely hold the same for a reasonable time, subject to receipt of OMIFCO's written shipping or disposition instructions. This article shall not apply in case of termination by OMIFCO due to default by the Seller.