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All Japanese Legal Entities of GE Oil & Gas

Contents

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8. 15 6 7552 7501
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10. 14 26 Rev B Japan For Non Japanese Suppliers 8 All Japanese Legal Entities of GE Oil amp Gas STANDARD TERMS OF PURCHASE NON JAPANESE SUPPLIERS GE 0il amp Gas Page 27 of 51 As an essential element of this Order Seller hereby represents warrants certifies and covenants collectively Covenants that it is committed to unyielding integrity and will act in a manner consistent with Buyer s In
11. General Electric Company 25 Rev B Japan For Non Japanese Suppliers
12. 3 2 a FCA b MSD FCA FOB 2010
13. 24 24 1 47
14. 4 4 1
15. 16 2
16. 15 2 EHS 15 a 28 Rev B Japan For Non Japanese Suppliers
17. a b 509
18. a VAT
19. 8 Rev B Japan For Non Japanese Suppliers 8 All Japanese Legal Entities of GE Oil amp Gas STANDARD TERMS OF PURCHASE NON JAPANESE SUPPLIERS GE 0il amp Gas Page 9 of 51 consigned materials tooling free issue goods etc Each invoice shall qlso include the applicable Order number or other reference information for qny consigned goods qnd shall identify any discounts or rebates from the base price used in determining the invoice Value 3 5 If goods qre delivered to a destination country having a trade preferentidl or customs union adreerment a Trade Agreement with Seller s country Seller shall cooperaqte with Buyer to review the eligibility of the goods for any special program for Buyer s
20. 30 c 2 2 a 120 3 Rev B Japan For Non Japanese Suppliers 8 All Japanese Legal Entities of GE Oil amp Gas STANDARD TERMS OF PURCHASE NON JAPANESE SUPPLIERS GE 0il amp Gas Page 4 of 51 occurs where the Payment Start Date js the latest of the required date identifie
21. a
22. a 10 b c 7 3
23. 24 4 24 5 48 Rev B Japan For Non Japanese Suppliers 8 All Japanese Legal Entities of GE Oil amp Gas STANDARD TERMS OF PURCHASE NON JAPANESE SUPPLIERS GE 0il amp Gas Page 49 of 51 Seller Personal Data such as the name address telephone number and e mail address of Seller s represent
24. Rev B Japan For Non Japanese Suppliers 8 All Japanese Legal Entities of GE Oil amp Gas STANDARD TERMS OF PURCHASE NON JAPANESE SUPPLIERS GE 0il amp Gas Page 2 of 51 2 PRICES PAYMENTS AND QUANTITIES 2 1 Prices amp Taxes All prices are firm Seller warrants that the pricing for any goods services shall not exceed the pricing for the same or comparable goods services offered by Seller to third parties Seller shall promptly inform Buyer of any Iower pricing levels for sqme or comparable goods services qnd the parties shall promptly make the qppropriqte price adjustment Seller s prices include all taxes fees and or duties qpplicable to the goods and or services purchased under this Order provided however that qny
25. witness point witness point witness point witness point 30
26. 6 1 11 11 1 21 Rev B Japan For Non Japanese 8 All Japanese Legal Entities of GE Oil amp Gas STANDARD TERMS OF PURCHASE NON JAPANESE SUPPLIERS GE 0il amp Gas Page 22 of 51 Suppliers shall negotiate reqsonable termination costs 6 1
27. b 27 Rev B Japan For Non Japanese Suppliers 8 All Japanese Legal Entities of GE Oil amp Gas STANDARD TERMS OF PURCHASE NON JAPANESE SUPPLIERS GE 0il amp Gas Page 28 of 51 and the transportation or storage of hazardous materials and b good industry practices including the exercise of that degree of skill diligence prudence and foresight which can reasonably be expected from a competent Seller who is engaged in the same type of service or manufacture under similar circumstances consistent with all applicable requirements and generally recognized international standards As used in this Order the term hazardous materi
28. b 8 i ii iii
29. 13 15 5 19 U S C 1671 EU EC No 384 96 1995 12 22 EU No 2277 96 ECSC 1996 11 28 36 Rev B Japan For Non Japanese Suppliers 8 All Japanese Legal Entities of GE Oil amp Gas STANDARD TERMS OF PURCHASE NON JAPANESE SUPPLIERS GE 0il amp Gas Page 37 of 51 EC No 384 96 of December 22 1995 Commission Decision No 2277 96 ECSC of November 28
30. 7 7 1 a 15 Rev B Japan For Non Japanese Suppliers 8 All Japanese Legal Entities of GE Oil amp Gas STANDARD TERMS OF PURCHASE NON JAPANESE SUPPLIERS GE 0il amp Gas Page 16 of 51 purchased hereu
31. 45 18 2 a
32. 11 3 22 iM 8 All Japanese Legal Entities of GE Oil amp Gas Page 23 of 51 30 STANDARD TERMS OF PURCHASE NON JAPANESE SUPPLIERS 49e 2 0 For Non Japanese GE 0iI amp Gas Suppliers
33. 46 Rev B Japan For Non Japanese 8 All Japanese Legal Entities of GE Oil amp Gas STANDARD TERMS OF PURCHASE NON JAPANESE SUPPLIERS GE 0il amp Gas Page 47 of 51 Suppliers 23 ELECTRONIC COMMERCE Seller agrees to 23 participate in all of Buyer s current and future electronic commerce qapplications qnd initiatives upon Buyer S request For contract formation administration changes and all other purposes each electronic message sent between the parties within such applications or initiatives will be deemed Qj written and a writing b signed in the manner below and c an original business record when printed from electronic files or records established and maintained in the normal course of bu
34. 15 4
35. 9 3 a 20 Rev B Japan For Non Japanese Suppliers 8 All Japanese Legal Entities of GE Oil amp Gas STANDARD TERMS OF PURCHASE NON JAPANESE SUPPLIER
36. EU 51
37. 15 6 2 a b c d e
38. Rev B Japan For Non Japanese Suppliers 8 All Japanese Legal Entities of GE Oil amp Gas STANDARD TERMS OF PURCHASE NON JAPANESE SUPPLIERS GE 0il amp Gas Page 6 of 51 b Cessation of Production Replacement Parts Seller shall give Buyer at least 180 calendar days prior written notice of the permanent discontinuance of production of any goods purchased hereunder and or necessary for the production provision of goods qnd or services hereunder The foregoing obligation shall survive termination or expiration of this Order for one calendar year Furthermore for all goods purchased hereunder Seller shall provide replqcement parts for a period of 5 years fter production by Seller of such goods ceases Seller shall continue to supply such replocement parts past the five year period if Buyer orders at least 20 replqcement parts per year during such five year period The prices for qny replqcement parts
39. 10 Rev B Japan For Non Japanese 8 All Japanese Legal Entities of GE Oil amp Gas STANDARD TERMS OF PURCHASE NON JAPANESE SUPPLIERS GE 0il amp Gas Page 11 of 51 Suppliers improvement thereof as well as copyrights trademqrk trade dress qnd service mark rights registrations qand qpplicqtions for registration therefore and qll rights in trade secrets computer software data and datqbases ond mask works aq Buyer Intellectuql Property Buyer Intellectual Property means i except as set forth in Section 4 2 b below Intellectual Property for all goods aqnd or services under the Order Intellectual Property conceived Droduced or developed by Seller whether directly or indirectly or alone or jointly with others in connection with or pursuqnt to Seller s performance under the Order and liii creations and inventions that are otherwise made by Sell
40. 14 Rev B Japan For Non Japanese Suppliers 8 All Japanese Legal Entities of GE Oil amp Gas STANDARD TERMS OF PURCHASE NON JAPANESE SUPPLIERS GE 0il amp Gas Page 15 of 51 shall document such change request in writing and Seller shall not proceed to implement qny change unless qnd until such change is provided in writing by Buyer in qn Order revision If qny changes cause a legitimate increase or decreqse in the cost and or time required for the performance of qny work under this Order an equitable adjustment shall be made in the Order price and or delivery schedule in writing Any Seller claim for qdjustment under this clause wl be deemed waived unless qsserted within 15 calendar days from Seller s receipt of the change or suspension notification and may only include reasonable direct costs that wil necessarily be incurred as a direct result of the change Notwithstqnding anything contrary in this Order in no event shall Buyer be responsible for S
41. 8 a
42. d
43. 1 250 500 f 1 250 1 1 000 g GE
44. 12 Rev B Japan For Non Japanese Suppliers 8 All Japanese Legal Entities of GE Oil amp Gas STANDARD TERMS OF PURCHASE NON JAPANESE SUPPLIERS GE 0il amp Gas Page 13 of 51 material relating to the software lincluding a copy of the object code source code documentation and all annotations thereto with an escrow agent designated by Buyer qnd under a written escrow agreement approved in writing by Buyer 5 ON SITE ACTIVITIES 5 1 fany portion of the activities under this Order a is performed by any member of the Seller Group in on or near a site owned run aqnd or operated by Buyer li an Affiliqte of Buyer or liii a customer of Buyer or a Buyer Affiliqte eqch a Site for longer than 10 consecutive calendar days or 14 cumulative days within a fiscal quarter or b involves access by any member of the Seller Group to any networks of Buyer its Affiliates qnd or its or their customers then Seller further to its continued obligation to take any and ll necessary precautions to prevent
45. f g 42 Rev B Japan For Non Japanese Suppliers 8 All Japanese Legal Entities of GE Oil amp Gas STANDARD TERMS OF PURCHASE NON JAPANESE SUPPLIERS GE 0il amp Gas Page 43 of 51 activity related to the Wo
46. ii A EPA TSCA 15 U S C 2601 TSCA B PL 92 516 C EINECS D ELINCS E A 40 CFR 720 30 38 b
47. 11 Rev B Japan For Non Japanese Suppliers 8 All Japanese Legal Entities of GE Oil amp Gas STANDARD TERMS OF PURCHASE NON JAPANESE SUPPLIERS GE 0il amp Gas Page 12 of 51 design and or manufacture of such goods b Seller Intellectual Property Seller shall own Intellectual Property it owned prior to or developed independently of its obligations under the Order Seller Intellectual Property Seller shall not qssert any Seller Intellectual Property against Buyer and its Affiliates or any of their customers or suppliers with respect to the Buyer Intellectual Property any goods and or services furnished under any Order or the repair or refurbishment of any goods and or services furnished under any Order c Third Party Intellectual Property Seller shall not i incorporate in any goods qnd or services provided under the Order qny third party Intellectuaql Property without Buyer s prior written quthorization in which case Buyer must receive q fully paid irrevocable world wide and unlimited sub l
48. b o 9 e f 9 2 a 24 48
49. b ii
50. g a 0SHA 29 CFR 1910 1200 b EU REACH EC No 32 1907 2006 Rev B Japan For Non Japanese Suppliers 8 All Japanese Legal Entities of GE Oil amp Gas STANDARD TERMS OF PURCHASE NON JAPANESE SUPPLIERS GE 0il amp Gas Page 33 of 51 REACH Regulation EC No 1907 2006 E U Regulation EC No 1272 2008 clqssification labeling and packaging of substances qand mixtures CLP E U Dire
51. h EU EU i
52. 31 Rev B Japan For Non Japanese Suppliers 8 All Japanese Legal Entities of GE Oil amp Gas STANDARD TERMS OF PURCHASE NON JAPANESE SUPPLIERS GE 0il amp Gas Page 32 of 51 new units being purchased by Buyer or to arrange with q third party to do so in accordance with all applicable requirements and liii appropriately mark qnd or label the goods as required by any applicable Take Back Legislation Seller will not charge Buyer any additional amounts and no additional payments will be due from Buyer for Seller s qgreement to undertake these responsibilities le CE Directives Seller Covenants that all goods supplied under this Order comply with applicable Conformit Europeenne CE directives for qoods intended for use in the E U including those regarding electrical electronic devices machinery and pressure vessels equipment Seller will affix the CE mark on goods supplied hereunder qs required Seller wl provide qll documentation required by the applicable CE directives including but not limited to Declarations of Conformity Declarations of Incorporati
53. 12 REACH REACH c i PCB
54. 2 3 15 2 4 a i ii
55. b 2 Rev B Japan For Non Japanese Suppliers 8 All Japanese Legal Entities of GE Oil amp Gas STANDARD TERMS OF PURCHASE NON JAPANESE SUPPLIERS GE 0il amp Gas Page 3 of 51 qn office branch qnd or division in the country where any part of the Order is to be performed and or to qualify as an organization legally operating and doing business in such country ies if necessary to be in cormpliqnce with applicable local laws rules or regulations to make deductions on qccount of and remit the required amounts to qny qppropriate government quthority including but not limited to income tax national insurqances employees taxes chqrges sociql security costs levies qnd contributions whether or not they are measured by the wades salaries or other remunerations or benefits paid to persons employed by the Seller or persons providing services in connection with the performance of the Order qnd the imposition of a similar obligation upon any supplier vendor contractor representative qnd
56. 33 Rev B Japan For Non Japanese Suppliers 8 All Japanese Legal Entities of GE Oil amp Gas STANDARD TERMS OF PURCHASE NON JAPANESE SUPPLIERS GE 0il amp Gas Page 34 of 51 designs that are not provided directly by Buyer e g in case of Seller designs or designs of Subcontractorsj the following clauses shall apply A Risk Assessment Seller Covenants that it will review qnd assess the sqfety of all goods materiqls products and or items qnd any portion thereof supplied to Buyer os part of this Order by conducting a safety risk assessment pursuant to the principles defined in ISO Standard 12100 2010 Safety of Machinery General Principles for Design Risk Assessiment qnd Risk Reduction and the related guidelines and that it will odopt the sqfety meqsures so identified lf notwithstqnding the implementation of such sqfety medsures certain risks remain the so called Residual Risks those shall be clearly identified properly qnd immediately notified to Buyer in a Residual Risk Summary and included in the relevant manuals to be provided as part of the Order B
57. 30 Rev B Japan For Non Japanese Suppliers 8 All Japanese Legal Entities of GE Oil amp Gas STANDARD TERMS OF PURCHASE NON JAPANESE SUPPLIERS GE 0il amp Gas Page 31 of 51 or through which Seller otherwise has knowledge that shipment will likely occur unless with regard to all of the foregoing Buyer expressly agrees in writing and seller identifies an applicable exception from any relevant legal restriction on the inclusion of such chemicals or hazardous materials in the goods sold or transferred to Buyer Upon request from Buyer and subject to reasonable confidentiality provisions which enable Buyer to meet its compliance obligations Seller will provide Buyer with the chemical composition including proportions of any substance preparation mixture alloy or goods supplied under this Order and any other relevant information or data regarding the properties including without limitation test data and hazard information d Take back of Electrical and Electronic Components Including Batteries or Accumulators Seller Covenants that except as specifically listed on the face of thi
58. BOM BOM BOM BOM 3 4
59. 15 16 23 Rev B Japan For Non Japanese 8 All Japanese Legal Entities of GE Oil amp Gas STANDARD TERMS OF PURCHASE NON JAPANESE SUPPLIERS GE 0il amp Gas Page 24 of 51 Suppliers 12 2 Insurance For the durotion of this Order qnd 12 2 until expiration of Seller s warranties hereunder Seller shall maintain through a primary insurance company licensed in the jurisdiction where goods gre manufactured qnd or sold and where services are performed the foll
60. SPIR 6 Rev B Japan For Non Japanese Suppliers 8 All Japanese Legal Entities of GE Oil amp Gas STANDARD TERMS OF PURCHASE NON JAPANESE SUPPLIERS GE 0il amp Gas Page 7 of 51 SPIR certificates manuals and quality documents and or complete the services as scheduled Seller shall pay 1 of the total amount of the Order per week or part of the week of delay up to 15 of the total value of the Order The parties agree that such amounts are a reasonable pre estimate of the damages Buyer will suffer as a result of delay based on circumstances existing at the time the Order was issued and qre to be qssessed as liquidated damages and not as a penalty However the parties agree that it is not possible for them to estimate or calculate the damages that Buyer may suffer as a result of delays exceeding 15 weeks accordingly for any delay exceeding 15 weeks Buyer shall be entitled to recover any documented additional damages that Buyer incurs as a result of Seller
61. 17 Rev B Japan For Non Japanese Suppliers 8 All Japanese Legal Entities of GE Oil amp Gas STANDARD TERMS OF PURCHASE NON JAPANESE SUPPLIERS GE 0il amp Gas Page 18 of 51 to make it advisable or required that such goods be recalled qnd or repaired Seller shall promptly cormmunicate such relevant information to Buyer qand promptly respond to qny requests for information by Buyer relating to the goods considered for recall To the maximum extent permitted by qpplicable laws qnd or competent governmentql qgencies Buyer shall have the right to determine whether a voluntary recall of the qffected goods is wqrranted or advisable a Corrective Action Plan lf a recall is required under applicable laws or Buyer determines that a recall is advisable Buyer may request that Seller promptly develop corrective action planls collectively the Seller s Corrective Action Plan which shall include qll actions reduired by applicable laws or regulatory requirements qnd provide Buyer with an Opportunity to review and qpprove such Seller s Corrective Action Plan Alternatively Buyer may develop corrective a
62. i EC No 1907 2006 REACH ii REACH XVII iii REACH A B REACH C REACH D XIV
63. 29 Rev B Japan For Non Japanese Suppliers 8 All Japanese Legal Entities of GE Oil amp Gas STANDARD TERMS OF PURCHASE NON JAPANESE SUPPLIERS GE 0il amp Gas Page 30 of 51 an Annex XIV substance Seller shall notify Buyer if it decides not to pre register or register substances that will be subject to pre registration or registration under REACH and constitute or are contained in goods supplied to Buyer at least 12 months before their pre registration or registration deadline Seller will monitor the publication by the European Chemicals Agency of the list of substances meeting the criteria for authorization under REACH the Candidate List and immediately notify Buyer if any of the goods supplied to Buyer contain a substance officially proposed for listing on the Candidate List Seller shall provide Buyer with the name of the substance as well as with sufficient information to allow Buyer to safely use the goods or fulfill its own obligations under REACH c Restricted Materials Seller Covenants that none of the goods sold or transferred to Buyer contain i any of the following chemicals arsenic asbestos benzene beryll
64. b E 43 Rev B Japan For Non Japanese 8 All Japanese Legal Entities of GE Oil amp Gas STANDARD TERMS OF PURCHASE NON JAPANESE SUPPLIERS GE 0il amp Gas Page 44 of 51 Suppliers address email address and telephone and fax numbers to Buyer and Upon advance notice by Buyer to Seller and during Seller s normal business hours Seller shall make its facilitylies qvailqble for inspection by Buyer s representative for the purpose of reviewing Seller s cormpliqnce with Qpplicable security recommendations and or requirements and with Seller s Security Plan Each party shall bear its own costs in relqtion to such inspection and review Al other costs qssociated with development qand implementation of Seller s Security Plan shall be borne by Seller 19 PACKING PRESERVATION AND MARKING Seller shall ensure its packing preservation qand marking is in accorda
65. a b
66. 5 4 3 3 1
67. 1982 12 7 Rev B Japan For Non Japanese Suppliers 8 All Japanese Legal Entities of GE Oil amp Gas STANDARD TERMS OF PURCHASE NON JAPANESE SUPPLIERS GE 0il amp Gas Page 8 of 51 Seller s expense Buyer may specify contract of carriage and named place of delivery in all cases In all cases Seller shall provide to Buyer via the packing list and the customs invoice las applicable the country of origin and the appropriate export classification codes including if applicable the Export Control Classification Number ECCN and the Harmonize
68. 1
69. 60 a b c 10
70. 1 0 03339 75 2 59 10 0 333 c 4 Rev B Japan For Non Japanese Suppliers 8 All Japanese Legal Entities of GE Oil amp Gas STANDARD TERMS OF PURCHASE NON JAPANESE SUPPLIERS GE 0il amp Gas Page 5 of 51 Buyer s payment or nonpayment shall be Seller s sole responsibility Seller warrants that it is quthorized to receive payment in the currency stated in the Order No extrq charges of any kind wil be qllowed unless spe
71. 24 Rev B Japan For Non Japanese Suppliers 8 All Japanese Legal Entities of GE Oil amp Gas STANDARD TERMS OF PURCHASE NON JAPANESE SUPPLIERS GE 0il amp Gas Page 25 of 51 d Property Insurance on an All risk basis covering the full replacement cost value of all property owned rented or leased by Seller in connection with this Order and covering damage to Buyer s its customer s or its Affiliates property in Seller s care custody and control with such policy being endorsed to designate Buyer as Loss Payee relative to its property in Seller s care custody qnd control e Appropriqte Product Liability in the minimum qmount of US 2 500 000 00 per occurrence qnd US 5 000 000 00 in the qnnual aggregate or the local currency equivalent f Sudden Accidental Pollution Liability in the minimum qmount of US 2 500 000 00 per occurrence or the locql currency equivalent In the event of equipment intended for subseq installation the minimum insurance qmount shall be US 10 000 000 00 per occurrence Or the local currency equivalent to include sudden and accidentql releases onsite and offsite coverage Qnd clean UD Costs g All Risk Marine Inlon
72. 18 Rev B Japan For Non Japanese Suppliers 8 All Japanese Legal Entities of GE Oil amp Gas STANDARD TERMS OF PURCHASE NON JAPANESE SUPPLIERS GE 0il amp Gas Page 19 of 51 repairing or where repair of the goods is impracticable or impossible repurchasing or replacing the recalled goods including from alternative sources liv packing and shipping the recalled goods and v media notifications Each party shall consult the other before making any statements to the public or a governmental agency relating to potential safety hazards qffecting the goods except where such cornsultation would prevent timely notification required by law 8 REJECTION If any of the goods and or services furnished pursuant to this Order are found within a reasonable time after delivery to be defective or otherwise not in conformity with the requirements of this Order including any applicable drawings and specifications whether such defect or non conformity relates to scope Drovided by Seller or a direct or indirect Subcontractor then Buyer in qddition to qny other rights remedies and choices it may have by law contract qnd or ot equity and in addition to seeking recovery of qny and all dam
73. GE b 1 200 500 GE c ii 1 250 500
74. 1 EC 428 2009 EU 1232 2011 A EU A B A EU
75. witness point 16 Rev B Japan For Non Japanese Suppliers 8 All Japanese Legal Entities of GE Oil amp Gas STANDARD TERMS OF PURCHASE NON JAPANESE SUPPLIERS GE 0il amp Gas Page 17 of 51 7 2 Quality When requested by Buyer Seller shall promptly submit real time production and process measurement and control data the Quality Data in the form and manner requested by Buyer Seller shall provide and maintain an inspection testing and process control system Seller s Quality System covering the goods and services provided hereunder including without limitation internal inspection tests drawings etc that is acceptable to Buyer and its customer and complies with Buyer s quality policy and or other quality requirements that are set forth on the face of the Order or are otherwise agreed to in writing by the parties Quality Requirements Acceptance of Seller s Quality System by Buyer shall not alter the obligations and liability of Seller under this Order lf Seller s Quality System fails to comply with th
76. c 24 10
77. 5 5 1 a i ii iii 10 1 14 b A B
78. 48 ii A MSD B MSD 48 iii 48 iv 48 b
79. d e f 35 Rev B Japan For Non Japanese Suppliers
80. EU Caigrmi te Europ enne CE CE CE f 100 EU
81. 7 2
82. 9 Rev B Japan For Non Japanese Suppliers 8 All Japanese Legal Entities of GE Oil amp Gas STANDARD TERMS OF PURCHASE NON JAPANESE SUPPLIERS GE 0il amp Gas Page 10 of 51 Buyer and any replacement thereof or any materials affixed or attached thereto shall be and remain Buyer s property Such property furnished by Buyer shall be accepted and used by Seller including its Subcontractors and the rest of the Seller Group in AS IS qnd WHERE IS condition with all fqults and without any warranty whatsoever express or implied Seller shall use such property at its own risk Such property and whenever practical each individual item thereof shall be plainly marked or otherwise adequately identified by Seller as Buyer s property sqfely stored separate and qpart from Seller s property and properly maintained by Seller Seller further qqrees to comply with qny handling storage and other requirements provided by Buyer for such property Seller shall not substitute any other property for Buyer s property Seller shall inspect Buyer s property prior to use and train qnd supervise its employees and other authorized users of such property in its Droper and sqfe operation Seller shall use Buyer s property only to p
83. 15 7 EU 37 Rev B Japan For Non Japanese Suppliers 8 All Japanese Legal Entities of GE Oil amp Gas STANDARD TERMS OF PURCHASE NON JAPANESE SUPPLIERS GE 0il amp Gas Page 38 of 51 indirectly except to
84. ANNEX A A Company Name Address Telephone number Date DECLARATION To Whom It May Concern Shipment of goods qs per our invoice n The undersigned_ in his her capacity os at a company having its registered office at hereby declares that the goods described on the invoice s listed below are not included on the list of dual use items and technologies referred to in Section 3 of E U Regulation No CE 428 2009 as amended and supplemented are not directly or indirectly in full or in part military nor originally designed as components of any weapon instrument or supply for military use are not intended for export to any embargoed country in whose respect a military embargo has been established by any competent international agency and are not for resale to an extra E U buyer Rev B Revised May 31 2013 General Electric Company EU CE 428 2009 3
85. 8 All Japanese Legal Entities of GE Oil amp Gas STANDARD TERMS OF PURCHASE NON JAPANESE SUPPLIERS GE 0il amp Gas Page 26 of 51 waiver of subrogation provision and or loss payee status shall be attached to the certificatels of insurance Buyer shall have no obligation to examine such certificatels or to qdvise Seller in the event its insurance policies are not in compliance herewith Acceptance of certificate s that qre not compliant with the stipulated coverages shall in no woy whatsoever imply that Buyer has waived its insurance requirements 13 ASSIGNMENT AND SUBCONTRACTING Seller may not assign including by change of ownership or control by operation of law or otherwise this Order or any interest herein including payment without Buyer s prior written consent Seller shall not subcontract or delegate performance of all or any substantial part of the work called for under this Order without Buyer s prior written consent Any assignee of Seller shall be bound by the terms qnd conditions of this Order To the best of its ability Seller shall qdvise Buyer of ony Subcontractor a that will have at its facilities qny parts or components with Buyer s or any of its Affiliqtes name logo or trademark or that will be responsible to affix the same and or b fifty percent 50 or more of wh
86. EHS ii 15 3 a b 16 c
87. 18 1 41 Rev B Japan GE For Non Japanese Suppliers 8 All Japanese Legal Entities of GE Oil amp Gas STANDARD TERMS OF PURCHASE NON JAPANESE SUPPLIERS Page 42 of 51 0il amp Gas appropriate measures necessary to do the following a provide for the physical security of the people working on Seller s premises and others working for or on behalf of Seller b provide for the physical security of Seller s facilities and physical qssets related to the performance of this Order for Buyer and or its Affiliates Work including in particular the protection of Seller s mission critical equiprment and qssets c protect software related to the performance of the Work from loss
88. b 10 1CC ADR ADR ADR ICC 1 ADR 60 22
89. b c 16 12 12 1
90. ISPM WPM ISPM 15 ISPM15 7CFR 319 40 1 319 40 11 ISPM15 ii
91. b c d e 19 Rev B Japan For Non Japanese Suppliers 8 All Japanese Legal Entities of GE Oil amp Gas STANDARD TERMS OF PURCHASE NON JAPANESE SUPPLIERS GE 0il amp Gas Page 20 of 51 9 1 Seller warrants that all goods and services provided pursuant to this Order whether provided by Seller or a dir
92. AQIS 20 1999 21 45 Rev B Japan For Non Japanese Suppliers 8 All Japanese Legal Entities of GE Oil amp Gas STANDARD TERMS OF PURCHASE NON JAPANESE SUPPLIERS
93. 49 Rev B Japan For Non Japanese Suppliers 8 All Japanese Legal Entities of GE Oil amp Gas STANDARD TERMS OF PURCHASE NON JAPANESE SUPPLIERS GE 0il amp Gas Page 50 of 51 in full force and effect Further the parties agree to give any such article or provision deemed invalid in whole or in part a lawful interpretation that most closely reflects the original intention of Buyer and Seller All provisions or obligations contained in this Order which by their nature or effect are required or intended to be observed kept or performed after termination or expiration of an Order will survive and remain binding upon qnd for the benefit of the parties their successors including without limitation successors by merder and permitted ossigns including without limitation Sections 4 5 8 9 11 12 14 15 16 17 20 21 and 24 26 Language This Order qnd qll relqated communications shall be in Japanese and English Any notice qamendment adreerment quthorization approval or woaiver under the Order shall be in writing In the event of inconsistencies Or Conflicts between the two versions the English version shall prevqil for all purposes Rev B Revised May 31 2013 General Electric Compqny 4 5
94. Buyer may immediately terminate this Order without liability to the fullest extent permitted by the Governing Law except for goods or services completed delivered and accepted within a reasonable period after termination which will be paid for at the Order price 11 4 Obligations on Termination Unless otherwise directed by Buyer after receipt of a notice of termination of this Order for any reason Seller shall immediately q stop work as directed in the notice b place no further subcontracts or purchase orders for materials services or facilities hereunder except as necessary to complete any continued portion of this Order and c terminate all subcontracts to the extent they relate to work terminated Upon completion or promptly after termination of this Order and unless otherwise directed by Buyer Seller shall deliver to Buyer all completed work work in process including al designs drawings specificqtions other documentation qnd materiql required or produced in connection with such work and all of Buyer s Confidential Information ds defined in Section 16 12 INDEMNITY amp INSURANCE 12 1 Indemnity Seller shall defend indemnify release qnd hold harmless Buyer its Affiliqtes qnd its qnd or their directors officers employees qgents representatives successors and assigns whether acting in the course of their employment or otherwise adainst any qnd qll suits qctions
95. 1
96. EU 38 Rev B Japan For Non Japanese 8 All Japanese Legal Entities of GE Oil amp Gas STANDARD TERMS OF PURCHASE NON JAPANESE SUPPLIERS GE 0il amp Gas Page 39 of 51 Suppliers b For Order to Sellers in countries not b EU belonging to the E U Seller shall provide Buyer with copy of any export quthorization required for the exportation of Seller s goods materials or items in Qaccordqnce with any qpplicable export control law or regulation In case of fqilure by Seller to timely provide Buyer with copy of qny required export authorization in respect of qny goods materials or items supplied by Seller under the Order Buyer shall have the right to forthwith terminate the Order by written notice to Seller for Seller s default in qccordqnce with the provisions set forth herein lc For Orders of U S equipment Seller shall be responsible for obtaining from the c
97. 16 1 a D c d 39 Rev B Japan For Non Japanese 8 All Japanese Legal Entit
98. b c i ii iii
99. 8 All Japanese Legal Entities of GE Oil amp Gas STANDARD TERMS OF PURCHASE NON JAPANESE SUPPLIERS GE 0il amp Gas Page 36 of 51 used in connection with this Order Buyer shall have the right to immediately terminate the Order without further compensation to or liability toward Seller Seller shall indemnify defend and hold Buyer and its Affiliates harmless from all costs and expenses related to any suit claim proceeding brought against Buyer its Affiliates or its or their customers for any claim arising out of or related to Seller s violation of applicable local employment laws including but not limited to any claim arising out of or related to Seller s failure to pay minimum wage overtime wages and or any other compensation owed to Seller s employees 15 4 Immigration and Visa Seller Covenants that it will comply with all laws rules and regulations applicable from time to time to work permits immigration and visa and shall timely provide to the payment of any related administrative charges fees or costs to the competent authorities Seller Covenants that it will perform the activities set forth in this Section 15 4 and will take all actions required in connection with such activities on an autonomous and independent basis relying on its own capabilities and resources and without any support or assistance from Buyer If Buyer qt
100. 8 All Japanese Legal Entities of GE Oil amp Gas STANDARD TERMS OF PURCHASE NON JAPANESE SUPPLIERS GE 0il amp Gas Page 29 of 51 goods sold or otherwise transferred to Buyer or utilized in services to be performed qt a Site ds defined herein i is suitable for use qnd or transport in any jurisdictions to or through which Buyer informs seller the goods will likely be shipped or to or through which Seller otherwise has knowledge that shipment will likely occur and lii to the extent required under applicable law js listed on or in A the list of chemical substances compiled and published by the U S Administrator of the Environmental Protection Agency EPA pursuant to the U S Toxic Substances Control Act TSCA 15 U S C 2601 et seq otherwise known as the TSCA Inventory or exempted from such list under 40 CFR 720 30 38 B the Federql Hazardous Substances Act PL 92 516 as amended C the European Inventory of Existing Commerciql Chemical Substqnces EINECS qs omended D the European List of Notified Chemical Substqnces ELINCS qnd lawful stqndards qnd regulations thereunder or E any equivalent or similar lists in qny other jurisdictions to or through which Buyer informs Seller the goods will lkely be shipped or to or through which Seller otherwise has knowledge that shipment will likely occur b Material Regist
101. 16 3 NDA NNDA NDA 16 4 40 Rev B Japan For Non Japanese Suppliers 8 All Japanese Legal Entities of GE Oil amp Gas STANDARD TERMS OF PURCHASE NON JAPANESE SUPPLIERS GE 0il amp Gas Page 41 of 51 court order or as authorized by Buyer in writing 17 INTELLECTUAL PROPERTY INDEMNIFICATION Seller warrants that all goods and or services including software pro
102. PBB PBDE ii TSCA 6 iii EU 2011 65 EU 2011 6 8 ROHS iv 1 1 1 1211 1301 2402 CFC 11 12 13 111 112 113 114 115 211 212 213 214 215 216 217 v REACH REACH XIV REACH XVII vi vii
103. GE OiISGos GE OiI amp Gos Guidelines For Watchlist Screening amp Background Checking http site ge energy com businesses ge_oilandgas en about supplier_portal htm C 13 Rev B Japan For Non Japanese 8 All Japanese Legal Entities of GE Oil amp Gas STANDARD TERMS OF PURCHASE NON JAPANESE SUPPLIERS GE 0il amp Gas Page 14 of 51 Suppliers others By deploying or giving to any member of the Seller Group access to a Site for longer than 10 consecutive calendar days or 14 cumulative days within a fiscal quarter or giving access to any networks of Buyer its Affiliates and or its or their custo
104. GE 0il amp Gas Page 46 of 51 validity or termination will be resolved in accordance with this Section 21 el In the event the total amount in dispute is below US 100 000 00 One Hundred Thousand U S Dollars or the local currency equivalent it shall be determined by proceedings administered by the Internationdal Centre for Dispute Resolution in accordance with its International Dispute Resolution Procedures as modified by the ICDR Online Protocol for Manufacturer Supplier Disputes then in effect refer to the International Dispute Resolution Procedures and the ICDR Online Protocol for Maqnufacturer Supplier Disputes at http www icdr org b In the event the total amount in dispute is higher than US 100 000 00 One Hundred Thousand U S Dollars or the local currency equivalent the parties agree to submit the matter to settlement proceedings under the ADR Rules of the International Chamber of Commerce ICC At any time after filing a request for ADR Proceedings under the ADR Rules the parties may refer the dispute for final resolution under the Rules of Arbitration of the ICC by one arbitrator appointed in accordance with the said Rules of Arbitration provided that any final arbitral award shall not be issued before sixty 60 days or such other period as the parties may agree in writing from the date of the filing of a Request for ADR Nothing in t
105. 8 9 11 12 14 15 16 17 20 21 24 26 50 Rev B Japan For Non Japanese 8 All Japanese Legal Entities of GE Oil amp Gas STANDARD TERMS OF PURCHASE NON JAPANESE SUPPLIERS GE 0il amp Gas Page 51 of 51 Suppliers
106. 10 ii IEC 60079 10 34 Rev B Japan For Non Japanese Suppliers 8 All Japanese Legal Entities of GE Oil amp Gas STANDARD TERMS OF PURCHAS
107. 44 Rev B Japan GE For Non Japanese Suppliers 8 All Japanese Legal Entities of GE Oil amp Gas STANDARD TERMS OF PURCHASE NON JAPANESE SUPPLIERS Page 45 of 51 0il amp Gas their point of departure at the expense of Seller At the expense of Seller Seller further Covenants that any wood packing or wood pallet materials delivered or used to deliver pack and or transport any goods delivered to Buyer hereunder are in compliance with the International Standards for Phytosanitary Measures ISPM Guidelines for Regulating Wood Packaging Material WPM in International Trade ISPM Publicdtion No 15 U S Code of Federal Requlations 7 CFR 319 40 1 through 319 40 11 os may be changed or qmended if the goods are being shipped to the U S qnd or similar laws of other jurisdictions to or through which Buyer informs Seller the goods qre likely to be shipped or to or through which Seller otherwise has knowledge that shipment will likely occur e g any materials delivered or that Seller knows wil be delivered to Australio shall be packed qt a minimum per ISPM15 heat treated wood standard and lii it will provide packing in compliance with qny applicable quarantine lows or redulations of jurisdictions to or through which Buyer informs Seller the goods qre likely to be shipped or
108. 24 3
109. O A SO 12100 2010 B IEC 60079 10
110. consistent with costs allowable under Section 6 1 qnd identified by Seller within 30 calendar days of Buyer s termination notice to Seller unless the parties have adreed to a termination schedule in writing Buyer shall have the right to terminate at no cost all Orders with delivery lead times of 60 calendar days or longer by providing written notice within 14 calendar days of Seller s final Order qcceptqnce 11 2 Termination for Default Except for delay due to causes beyond the control and without the fault or negligence of Seller or any of its Subcontractors lasting not more than 60 calendar days Buyer without liability may by written notice of default terminate the whole or any part of this Order if Seller a fails to perform within the time specified or in any written extension granted by Buyer b fails to make progress which in Buyer s reasonable judgment endqngers performance of this Order in qccordance with its terms and or c fails to comply with any of the terms of this Order Such termination shall become effective if Seller does not cure such failure within 10 calendar days of receivind notice of default Upon termination Buyer may procure at Seller s expense and upon terms it deems qppropriate goods or services comparable to those so terminated Seller shall continue performance of this Order to the extent not terminated qnd shall be liqble to Buyer for qny excess costs for such comparable qoods or services As an
111. Rev B Japan For Non Japanese 8 All Japanese Legal Entities of GE Oil amp Gas STANDARD TERMS OF PURCHASE NON JAPANESE SUPPLIERS GE 0il amp Gas Page 1 of 51 Suppliers STANDARD TERMS OF PURCHASE 1 ACCEPTANCE OF TERMS 1 Seller agrees to be bound by and to comply with all terms set forth herein and in the Purchase Order to which these terms are attached and or are expressly incorporated by reference collectively the Order including any amendments supplements specifications and other documents referred to in this Order The terms set forth in the Order take precedence over any alternative terms in any other document connected with this transaction unless such alternative terms are q part of a written supply agreement which has been negotiated between the parties and which the parties have expressly agreed may override these terms in the event of a conflict Supply Agreement and or b set forth on the face of the Order In the event these terms qre part of a written Supply Aqreement between the parties the term Order used herein shall mean qny purchase order issued under the Supply Agreement lssuance by Buyer of this Order shall not constitute an qcceptance by Buyer of qny of Seller s offers to sell quotations or other proposals R
112. Rev B Japan For Non Japanese 8 All Japanese Legal Entities of GE Oil amp Gas STANDARD TERMS OF PURCHASE NON JAPANESE SUPPLIERS GE 0il amp Gas Page 48 of 51 Suppliers 24 2 Seller including its officers directors 24 2 employees and or agents shall view aqnd Process Buyer Personal Data only on a need to know basis and only to the extent necessqry to Derform this Order or to carry out Buyer s further written instructions 24 3 Seller shall use reasonable technical and orgqnizationdl measures to ensure the security qand confidentiality of Buyer Personal Datq in order to prevernt qmong other things accidental unauthorized or unlawful destruction modification disclosure Qaccess Or loss Seller shall immediately inform Buyer of any Security Breach involving Buyer Personql Dato where Security Breach means any event involvind an actual potential or threatened compromise of the security Confidentiality or integrity of the doato including but not limited to qny unauthorized qccess Or use Seller shall qlso provide Buyer with a detailed description of the Security Breach the type of datq that was the subject of the Security Breach the identity of eqch affected person qnd any other information Buyer ma
113. General Electric Company 19
114. Order number Order line item release number where qpplicqable part number detailed description of the merchandise unit purchase Drice in the currency of the transaction quantity Incoterm and named location and country of origin of the goods Furthermore all goods qnd or services in qny way provided by Buyer to Seller for the performance of the Order qnd not included in the purchase price of the Order shall be identified separately on the invoice e d Rev B Revised May 31 2013 General Electric Compqny ECCN 3 3 MSD
115. misappropriation corruption and or other dqmage d protect drawings technical data qnd other proprietary information of Buyer its Affiliates and or its or their relevant customers as well as Seller related to the performance of the Work from loss misappropriation Corruption qnd or other dqmage e provide for the prompt recovery including through preparation qdoption and maintenance of a crisis management qnd disaster recovery plan of faqcilities physical assets softwqre drawings technical dato other intellectual property and or the Seller s business operations in the event of q security breach incident Crisis or other disruption in Seller s ability to use the necessary facilities physical assets software drawings technical data or other intellectual property qnd or to continue its operations f ensure the physical integrity and security of al shipments against the unquthorized introduction of harmful or dqngerous materials such measures may include but are not limited physical security of manufacturing packing qand shipping areds restrictions on qccess of unquthorized personnel to such areqs personnel screening and maintenqnce of procedures to protect the integrity of shipments and g report to Buyer all crises and or supply chain security breaches and or situations where illegal or suspicious Qctivities relating to the Work qre detected In the event of such crisis supply chain security breach and or
116. Buyer qnd its Affiliates free from qny restrictions qs part of the consideration for this Order notwithstanding any copyright or other notice thereon Seller grants to Buyer and its Affiliqtes a non exclusive irrevocable royalty free qnd sublicensable right to freely use copy modify qnd disclose Seller s disclosed information 16 3 Other NDAs If the pqrties hereto entered into a non disclosure qgreement NDA concerning pre Order negotiqtions the terms of this Order supersede the terms of such NDA with regard to ll confidential information disclosed under the NDA unless agreed otherwise by the parties in this Order 16 4 Publicity Seller Group shall not make qny announcement take qny photograph except to the extent strictly necessqry to perform this Order or release qny information concerning this Order or any part thereofj or its business relationship with Buyer to any third party member of the public press or qny official body except as required by applicable law or Rev B Revised May 31 2013 General Electric Compqny GE GE
117. EHS including without limitation in the workplace and during transport and will establish and maintain an effective program to ensure any members of the Seller Group will be in compliance with Section 15 of this Order aq Material Suitability Seller Covenants that each chemical substance constituting or contained in Rev B Revised May 31 2013 General Electric Company 14 15
118. Hazardous Area Identification lf any of the goods materials products and or items or qny portion thereof to be provided to Buyer pursuant to this Order will or might process combustible gas vapor and or liquid Seller shall provide to Buyer the Hazqrdous Area Classification Report as per IEC Standard 60079 10 Electrical qpparatus for explosive gas qtmospheres Part 10 Classification of hazardous areas clearly and properly identifying the following li all potential combustible gas vapor qnd or liquid leak sources e g flanges connections valves meters etc and lii for each potential leak source the specific combustible gas vapor liquid type e g natural gas hydrogen oil vapor etc as well os the pressure temperature and frequency of the condition e g pipe is pressurized only during start up or pipe is always pressurized when the unit burns fuel gas etc It is understood and qgreed that the Hazardous Area Classificqtion Report shal consider the entire life cycle of the relevant goods materiqls products and or items or any portion thereof including but not limited to commissioning use Qnd maintenance Seller shall refer to IEC Stqndard 60079 10 for the specific methodologies and reduirements concerning the Hazardous Areq Classificqtion Report Rev B Revised May 31 2013 General Electric Compqny
119. Seller s request but qt Buyer s option provides support or ossistance to Seller in connection with the activities of this Section Seller shall release Buyer from all liability in connection with such qctivities so far qs permitted by law qand furthermore shall indemnify qnd hold harmless Buyer and its Affiligtes as well as its or their directors officers employees agents representatives successors and assigns qgainst any qnd qll suits actions proceedings and from qny and qll clqims demands losses judgments penalties damades costs expenses Or liabilities arising from any act or omission of Buyer or an Affiliate in connection therewith In the event the activities hereto ore assigned or sub contracted by Seller pursuqnt to Section 13 Seller shall ensure that any Subcontractors shall comply with this Section 15 5 Anti Dumping Seller Covenants that all sales made hereunder are made in circumstqnces that wil not give rise to the imposition of anti dumpind or countervailing duties under U S law 19 U SC Sec 1671 et seq E U Council Regulation Rev B Revised May 31 2013 General Electric Compqny
120. U of as the case may be Ga A copy of the required export authorization or B executed copy of the declqration herewith attached as Annex A In case of failure by Seller to timely provide Buyer in respect of qny goods materials or items for export outside the E U with either of the above documents Buyer shall have the right to forthwith terminate the Order by written notice to Seller for Seller s default in qccordqnce with the provisions set forth herein If Buyer does not designate a country of ultimate destination outside the E U but Seller knows that such goods would require an authorization under any export control law or regulation Seller shall provide the classification to Buyer Rev B Revised May 31 2013 General Electric Company a EU i EU 1232 2011 EC 428 2009 EU ii EC 428 2009 EU 1232 2011
121. benefit and provide Buyer with any required documentation e g EUR1 Certificate GSP Declaration FAD NAFTA Certificate or other Certificate of Origin to support the qpplicqble special customs prodgram e g EEA Lome Convention E U Mediterranean partnerships GSP E U Mexico FTA NAFTA etc to allow duty free or reduced duty for entry of goods into the destination country Similarly should any Trade Agreement or special customs program applicable to this Order be introduced at any time during the Order performance and be of benefit to Buyer in Buyer s judgment Seller shall cooperate with Buyer s efforts to reqlize any such qvailable credits including counter trade or offset credit value which may result from this Order qnd Seller acknowledges that such credits and benefits shall inure solely to Buyer s benefit Seller shal immediately notify Buyer of any known documentation errors Seller understands it shal indemnify buyer for qny costs fines penalties or charges drising from Seller s inaccurate documentation or untimely cooperation 4 BUYER S PROPERTY 4 1 Buyer s Tools Equipment and Other Property Buyer assumes no obligation to furnish Seller with any tools equipment or materials for the performance of this Order except as may be expressly provided otherwise Unless otherwise agreed in writing all tangible and intangible property lincluding information data tools materials drawings computer software know
122. how documents trademarks copyrights equipment or other material furnished to Seller by Buyer or specifically paid for by Rev B Revised May 31 2013 General Electric Company 3 5 EEA EU GSP EU FTA NAFTA EUR1 GSP FAD NAFTA
123. production any resulting exposure shall be for Seller s qccount Goods delivered to Buyer in excess of the quqntities specified in Buyer s Order or release and or in advance of schedule may be returned to Seller ot Seller s risk and expense including but not limited to Qany Cost incurred by Buyer related to storage and handling of such goods Rev B Revised May 31 2013 General Electric Compqny
124. purchased in the first 2 years of the five year period shall not exceed those prices in effect at the time production of the relevant goods ceases and no set up charges shall be permitted by Seller or paid by Buyer durind this two year period Thereafter the prices for replqcement parts shall be negotiated based on Seller s qctuql cost of production of such replqcement pqrts plus any special pqckaging costs After the end of the qabove referenced five year period Seller shall continue to maintain in good working condition all Seller owned tooling required to produce the goods and or the replacement parts and shall not dispose of or sell such tooling without first contacting Buyer and offering Buyer the right to purchase such tooling Seller s obligations with regard to any Buyer owned tooling qre set forth in Section 4 Buyer s Property No minimum order requirements for replqcement parts or other items shall qpply unless the parties mutually agree in qdvance and expressly in writing All replacement parts purchased by Buyer shall be subject to the terms of this Order 3 DELIVERY AND PASSAGE OF TITLE 3 1 Time js of the essence of this Order If Seller for any reason qanticipates difficulty in complying with the reduired delivery date orin meeting any of the other reduirerments of this Order Seller shall promptly notify Buyer in writing Unless otherwise stated on the face of the Order if Seller fails to deliver all the goods and relot
125. s additional delay In this context Seller hereby acknowledges that the goods and or services it provides hereunder may be linked to or a part of a back to back supply obligation of Buyer with its customerls Furthermore if Seller does not comply with Buyer s delivery schedule Buyer may require delivery by fqstest method at Seller s cost Unless expressly qgreed to the contrary in writing Buyer s remedies are curmulative and Buyer shall be entitled to pursue any and all remedies qvailable under applicable law contract qnd or equity including but not limited to Buyer s right to terminate this Order for default 3 2 Unless otherwise stated on the face of the Order l a goods shipped to Buyer s dock shall be delivered FCA Seller s site and b goods shipped qs MSD for delivery outside of the source country shall be delivered FCA Seller s site or FOB Port of Export where the goods will be delivered by sea All delivery designations qre INCOTERMS 2010 Title to goods to be shipped from the United States of America U S shall pass from Seller to Buyer immediately after each item departs from the territoriql land seas qnd overlyind airspace of the U S for purposes of the Order the parties qcknowledge that the territorial seas of the U S extend to twelve 12 nautical miles from the baseline of the country determined in qccordance with the 1982 United Nations Convention of the Law of the Sea In all other cases title shall be traqns
126. that it shall assume sole responsibility for any waste classified as hazardous or dangerous under applicable law that it generates in the performance of any services or supply of any goods under this Order including while at a Site or a Seller Group location including responsibility for characterizing manifesting and disposing of such wastes in accordance with applicable law Residual Risk Summary _ and Hazardous Area ldentification If and to the extent Seller utilizes Rev B Revised May 31 2013 General Electric Company EU EC No 1272 2008 CLP EU 67 548 EEC EU 1999 45 EC c d 49 CFR IMO TIATA
127. the consigneels if any specified on this Order unless in accordance with applicable export laws and regulations The aforesaid obligations shall survive any satisfaction expiration termination or discharge of any other contract obligations a For Orders to Sellers in the E U Seller shall provide Buyer with li copies of any export authorization required for the export of Seller s goods materials or items outside the E U in accordance with any applicable export control law or regulation including Council Regulation EC 428 2009 as amended by E U Regulation 1232 2011 and os subsequently amended and supplemented to the country of ultimate destination designated by Buyer and ii the export control classification number set forth in Council Regulation EC 428 2009 as amended by E U Regulation 1232 2011 and as subsequently qmended and supplemented if such Seller s qoods material or items are listed in Annex 1 to Council Regulqtion EC 428 2009 qs amended by EU Regulation 1232 2011 qnd as subsequently qmended and supplemented If to the best of Seller s knowledge no export quthorization is reduired under any of the aforesaid qpplicable export control laws or regulations Seller shal provide Buyer with the annexed declaration Annex Al duly executed by an authorized representative of Seller Al pqyments under the Order shall be conditional upon the receipt by Buyer for any goods materials or items to be exported outside the E
128. 1996 os amended Jqpan s Customs Tariff Act or comparable laws in such jurisdictions qnd or qny other country to which the goods may be exported To the full extent permitted by law Seller will indemnify defend qnd hold Buyer harmless from and qgainst any costs or expenses including qny countervailing duties which may be imposed qnd to the extent permitted by law any preliminary dumping duties that may be imposed arising out of or in connection with any breach of this warranty In the event that countervailing or anti dumping duties qre imposed that cannot be readily recovered by Buyer from Seller Buyer may terminate this Order with no further liability of any nature whoatsoever to Seller hereunder In the event that any jurisdiction imposes punitive or other additional tariffs on goods subject to this Order in connection with a trade dispute or as a remedy in qn escape clause qction or for any other reason Buyer shall have the right to immediately terminate the Order without further compensation to or liability toward Seller 15 6 Duty Drawback If Seller is the importer of record into the U S for qny goods including any cormponent parts thereof associated with this Order Seller shall provide to Buyer all the required documentation for Duty Drawback purposes which includes Customs Form 7552 entitled Certificate of Delivery properly executed qs well qs Customs Form 7501 Entry Summary and a copy of Seller s invoice 1
129. 5 7 Export Controls This Order and all items furnished by Buyer to Seller in connection herewith shall at all times be subject to Japanese U S E U qnd or other applicable export control laws rules and regulations including but not limited to applicable national international federal stqte provincial or local law treaty convention protocol requlation directive decree aqnd or ordinance Further Seller agrees and gives Qssurance that no items equipment materiqls services technical data technology softwqre or other technical information or dssistance furnished by Buyer or any qood or product resultind therefrom shall be exported or re exported by Seller or its authorized transferees if qny directly or Rev B Revised May 31 2013 General Electric Compqny
130. E NON JAPANESE SUPPLIERS GE 0il amp Gas Page 35 of 51 k Work qt a Buyer s or customer s Site For any portion of the qctivities performed by Seller or other members of the Seller Group in on or near a Site Seller shall further ensure that ony qnd all members of the Seller Group comply with all qpplicable OSHA qnd or other EHS standards and regulations and with oll aspects of Buyer s Buyer s Affiliqtes and or its or their relevant customers qpplicable EHS procedures regulations qnd or standards and lii provide copies of any risk assessrments or Drocedures relating to such activities 15 3 Labor Seller Covenants thatit will comply with applicable laws prohibiting discrimination against employees for engaging in protected activities which include reporting of nuclear safety or quality concerns and Seller shall immediately inform Buyer of any alleged violations notice of filing of a complaint or investigation related to any such allegation or complaint seller further Covenants that no goods or services supplied under this Order have been or will be produced directly or indirectly q utilizing forced indentured or prison Iabor b utilizing the labor of persons younger than 16 years of age or in violation of the minimum working qge law in the country of manufqcture of the goods or performance of the services under this Order whichever is hig
131. EU 2006 66 EC 2006 9 26 i ii a iii
132. Information qnd Seller can verify the Rev B Revised May 31 2013 General Electric Compqny c 16
133. S GE 0il amp Gas Page 21 of 51 and repair or replace re perform nonconforming goods aqnd or services with goods and or services that conform to qll requirements of this Order b take such actions qs may be required to cure all defects qnd or bring the goods and or services into conformity with all requirements of this Order in which event all related costs and expenses including but not limited to material labor and handling costs and any required re performance of value added machining or other service and other reasonable charges shall be for Seller s account and or c reject and return all or any portion of such goods and or services Any repaired or replaced good or part thereof or re performed services shall carry warranties on the same terms as set forth above with the warranty period being the greater of the original unexpired warranty or 24 months after repair or replacement 10 SUSPENSION Buyer may at any time by notice to Seller suspend performance of all or any part of the Order for such time as it deems appropriate Upon receiving notice of suspension Seller shall promptly susDend work to the extent specified properly carind for qnd protecting all work in progress and materials supplies and equipment Seller has on hand for performaqnce Upon Buyer s request Seller shal promptly deliver to Buyer copies of outstanding purchase orders qnd subcon
134. The worranties shall qpply to Buyer its successors assigns Qnd the users Of goods qnd services Covered by this Order 9 3 lf any of the goods and or services qre found to be defective or otherwise not in conformity with the warranties in this Section during the warranty period then Buyer in addition to qny other rights remedies and choices it may have by law contract and or at eduity qnd in qddition to seeking recovery of qny and all damages and costs emanating therefrom ot its option and sole discretion and at Seller s expense moay a require Seller to inspect remove reinstall ship Rev B Revised May 31 2013 General Electric Compqny 9 1 3 30
135. V MANAGEMENT POLICY AND SUPPLY CHAIN SECURITY REQUIREMENTS 18 1 Security and Busjness Continuity Management Policy Seller shall have and comply with a company security and business continuity management policy which shall be revised qnd maintained proactively and as may be requested by Buyer Security and Business Continuity Management Policy The Security and Business Continuity Management Policy shall identify and require Seller s management and employees to take Rev B Revised May 31 2013 General Electric Company 17
136. ages and costs emanating therefrom at its option and sole discretion and qt Seller s expense may a require Seller to immediately re perform any defective portion of the services and or require Seller to immediately repair or replace non conforming goods with qoods that conform to qll requirements of this Order b take such actions as may be redquired to cure all defects qnd or bring the goods qnd or services into conformity with all requirements of this Order in which evert all related costs qnd expenses including but not limited to material labor qnd handling costs qnd any required re performaqnce of value qdded machining or other service and other reasonable charges shall be for Seller s qccount c withhold total or partial payment d reject and return all or qny portion of such goods and or services and or le rescind this Order without liability For qny repairs or replqcements Seller qt its sole cost qnd expense shall perform any tests requested by Buyer to verify conformqnce to this Order 9 WARRANTIES Rev B Revised May 31 2013 General Electric Compqny iv V
137. als shall mean any substance or material defined as a hazardous material hazardous substance toxic substance pesticide or dangerous good or any other substance regulated on the basis of potential impact to safety health or the environment pursuant to an applicable requirement of any entity with jurisdiction over the activities goods or services which are subject to this Order Seller agrees to cooperate fully with Buyer s audit investigation qnd or inspection efforts including e g completing and returning questionnaires intended to verify Seller s compliance with Sections 14 and or 15 of this Order or to respond to any incident or allegation regarding such Seller compliqnce Seller s full cooperation shall include but not be limited to making relevant witnesses qnd documents under the control of Seller reasonably available to Buyer upon reduest Seller further qgrees at Buyer s request to provide certificates relating to any qpplicable legal reduirements or to update any and all of the representations worranties Certifications and covenants under this Order in form qnd substance satisfqctory to Buyer 15 2 Environment Health and Safety In the execution of its obligations under this Order Seller Covenants that it will take the necessary and appropriate actions and precautions to prevent any injury to persons property and or the environment and to comply with applicable laws concerning health safety and the environment
138. alternate remedy qnd in lieu of termination for default Buyer qt its sole discretion may elect to extend the delivery schedule qnd or waive other deficiencies in Seller s performance Buyer s rights and remedies in this clause qre in qddition to any other rights and remedies provided by law equity or under this Order 11 3 Termination for Insolvency Pro onged Delay If Seller ceases to conduct its operations in the normal course of business or fails to meet its obligations as they mature or if any proceeding under bankruptcy or insolvency laws is brought by or against Seller a receiver for Seller is qppointed or applied for an assignment for the benefit of creditors is made or an excused delay lor the qggregate time of multiple excused delays lasts more than 60 calendar days Rev B Revised May 31 2013 General Electric Compqny 30 60 14 11 2
139. atives in transactions qnd that Buyer and its Affiliqtes and its or their contractors may store such data in databases located and qccessible globally by their personnel qnd use it for purposes reasonably related to the performance of this Order including but not limited to supplier ond pqyment administration Seller agrees that it will comply with all legal reduirements associated with transferring any Seller Personal Data to Buyer Buyer will be the Controller of this data for legal purposes and agrees not to share Seller Personal Datq beyond Buyer its Affiliqates and its or their contractors and to use reasonable technical and organizationdl meqsures to ensure that Seller Personal Data is processed in conformity with applicable data protection laws Controller shall mean the legal entity which alone or jointly with others determines the purposes qnd means of the processing of Personal Datq By written notice to Buyer Seller may obtain a copy of the Seller Personal Data qnd submit updates and corrections to it 25 ENTIRE AGREEMENT This Order with documents as qre expressly incorporated by reference is intended as a complete exclusive qnd final expression of the parties qgreement with respect to the subject matter herein qnd unless otherwise expressly qgreed in writing between the poarties supersedes any prior Or contemporaneous adreements whether written or oral between the parties This Order may be executed in one or more coun
140. cifically qgreed in writing by Buyer in an Order revision Buyer shall be entitled qt any time to set off any and all qmounts owed by Seller or a Seller Affiliate to Buyer or a Buyer Affiliqte on this or qny other order or agreement Affiliate shall for the purposes of this Order mean with respect to either party any entity including without limitation any individual Corporation company partnership limited liability cormpany Or droup that directly or indirectly through one or more intermediaries controls is controlled by or is under common control with such pqrty 2 3 Guaranty Buyer reserves the right to request Seller to provide within 15 calendar days of the date of the Order a pqrent compqny guaranty from its ultimate parent company or shareholder guarqnty or equivalent guaranty in the form and substqnce provided by or at a minimum qcceptable to Buyer 2 4 Quantities a General Buyer is not obligated to purchase any quantity of goods and or services except for such quantitylies as may be specified either on the face of the Order or i on a separate written release issued by Buyer pursuant to the Order Unless otherwise agreed to in writing by Buyer Seller shall not make material commitments or production arrangements in excess of the quantities specified in the Order or release and or in advance of the time necessary to meet Buyer s delivery schedule Should Seller enter into such commitments or engage in such
141. ction plan s collectively the Buyer s Corrective Action Plan which shall include all actions required by applicqble laws or regulaqtory reduirements and will provide Seller with an opportunity to review such plan Seller and Buyer agree to cooperate and work together to ensure that any such Corrective Action Plan is acceptable to both parties prior to its implementation provided however that nothing contained in this Section shall preclude Buyer from taking any corrective action or making any filings or disclosures and in such event Seller shall cooperate with and assist Buyer in any corrective actions and or filings or disclosure it undertakes bD Remedies To the extent such recall js determined to have been caused by a defect quality performance or other deficiency non conformance or non cormpliance which js the responsibility of Seller qnd or the Seller Group Buyer shall be entitled to take the actions or osk Seller to take the qctions ds set forth in Section 8 below all ot Seller s cost Inter alia Seller shall reimburse Buyer for qll damages and costs incurred by Buyer in connection with qny recall repair replacement or refund program including without limitation all costs related to i investigating qnd or inspecting the qffected goods including to determine whether a recall is needed lii locatind identifying qand notifying Buyer s customers iil Rev B Revised May 31 2013 General Electric Compqny
142. ctives 67 548 EEC qnd 1999 45 EC os amended c Japan s Fire Services Act and Poisonous and Deleterious Substances Control Act qnd d any other applicable law rule or regulation or any similar reduirements in qny other jurisdictions to or through which Buyer informs Seller the goods are likely to be shipped or to or through which Seller otherwise has knowledge that shipment will likely occur such as U S Department of Transportaqtion regulations governing the packaging marking shipping and documentation of hazardous materials including hazardous materials specified pursuant to 49 CFR the International Maritime Organization IMO qnd the International Air Transport Association IATA and Seller represents that it has qdequately trained its employees qgents and representative _ qnd instituted procedures necessary to ensure compliance with the qbove legal requirements h Global Approach and Harmonized Standards Seller Covenants that the goods supplied hereunder comply with the E U New and Global Approach Directives and Harmonized Standards and or any applicable Japanese mandatory standards or requirements including any continuing obligations into E U Member States national legislation and Seller shall submit associated documentation to Buyer and to the surveillance authorities as necessary Seller assumes all liabilities applicable to or deriving from such Directives and Standards Waste Management Seller Covenants
143. d Tariff Codes of each and every one of the goods delivered pursuant to this Order in sufficient detail to satisfy any qpplicable trade preferential or customs adreerments Seller understands that its faqilure to cormply with qny such Buyer specifications qnd other reduirements shall cause all resulting transportation charges qnd other dqmages to be for the qccount of Seller qnd give rise to any other remedies available at law contract qnd or equity 3 3 If goods qre delivered as MSD or for use os balance of plant by Buyer each shipment shall include a detailed complete bill of material parts list BOM that lists each component of the qoods purchased by Buyer Seller shall qlso include in each item shipment the complete BOM for such item and indicate which cormponents of the BOM are included in the shipment as well qs the BOM components that are not included in the item shipment Such BOM shall be included with the packing list for each shipment When requested by Buyer Seller shall provide a packing list with values for each item 3 4 If goods cross qn international border Seller shal perform customs clearqnce as per the applicable Incoterm qnd provide a copy of the export declaration together with the commercial invoice The invoice shall be in English and in the language of the destination country and shall include contact names and phone numbers of representatives of Buyer and Seller who have knowledge of the transaction
144. d Transport Insurance in qn qamount equal at least to the value of each shipment made in connection with this Order All insurance specified in this Section shall be endorsed to provide a waiver of subrogation in favor of the GE Parties for qll losses ond damages covered by the insurances required in this Section Seller shall be solely responsible for the qpplication and payment of qny self insured retention or deductible on qny policy carried by Seller Should Buyer be called upon to satisfy any self insured retention or deductible under Seller s policies Buyer may seek indemnification or reimbursement from Seller where qllowable by law Upon request by Buyer Seller shall provide Buyer with a certificatels of insurance evidencing that the reduired minirmum insurance policies are in effect The certificatels of insurance shall reference that the reduired coverage extensions are included on the reduired policies and state that General Electric Company its subsidiaries affiliqtes directors officers adents and employees shall be designqated os additional insureds Copies of endorsements evidencing the required qdditional insured stqtus Rev B Revised May 31 2013 General Electric Compqny d
145. d on the Order the received date of the goods qnd or services in Buyer s receiving system or the date of receipt of a valid invoice by Buyer provided that where qpplicable invoices shall be issued qccording to the terms set forth in the Order The received date of the goods qnd or services in Buyer s receiving system will occur i if the goods are shipped directly to Buyer and or services are performed directly for Buyer within 48 hours of Buyer s physical receipt of the goods or services ii if the goods ore shipped directly to A Buyer s customer or a location designated by Buyer s customer Material Shipped Direct or MSD or B a non Buyer non customer location to be incorporated into MSD within 48 hours of Seller presenting Buyer with a valid bil of lading confirming that the goods have been shipped from Seller s facility iii in the case where goods are shipped directly to a third party within 48 hours of Buyer s receipt of written certification from the third party of its receipt of the goods Or liv in the case of services performed directly for Buyer s customer or other third party within 48 hours of Buyer s receipt of written certification from Seller of completion of the services If the payment date falls on a weekend or a holiday the payment date will be moved to the next business day within the jurisdiction where payment originates b Discounts lf noted on the face of the Order or otherwise qgreed by the
146. ddress security Criterid such as container security and inspection physical access controls personnel security procedural security security training and threat awareness and information technology security Upon request of Buyer Seller shall a certify to Buyer in writing that it maintains a written Security Plan consistent with such Security Criteria and has implemented qppropriqte procedures pursuant to such plan b identify an individual contact responsible for Seller s facility personnel and shipment security meqsures and provide such individual s name title Rev B Revised May 31 2013 General Electric Compqny 24 GE 1 203 373 3300 i ii iii
147. e terms of this Order Buyer may require additional quality assurance measures at Seller s expense Such measures may include Buyer requiring Seller to install Buyer approved third party quality quditorls inspectorls at Seller s facilitylies to address the deficiencies in Seller s Quqlity System or other measures Or requirements that may be specified jn Buyer s Quality Requirements or otherwise qgreed upon by the parties in writing Seller shall keep cormplete records relating to Seller s Quality System and Quality Data and shall make such records qvailable to Buyer qnd its customer for q 10 years after completion of this Order b such period as set forth in the specifications applicable to this Order or c such period as required by qpplicable law whichever period is the longest 7 3 Product Recall If any governmental agency with jurisdiction over the recqll of any qoods supplied hereunder provides written notice to Buyer or Seller Or Buyer or Seller has a reqsonable basis to conclude that qny 9oods supplied hereunder could possibly create a potential sqfety hazard or unsafe condition pose an unreasonaqble risk of serious injury or death contain a defect or a quality or performance deficiency or qre not in compliqnce with any Qapplicqble code standard or legal requirement so os Rev B Revised May 31 2013 General Electric Compqny
148. ect or indirect Subcontractor will be a free of any claims of any nature including without limitation title claims and Seller will cause any lien or encumbrance asserted to be discharged at its sole cost and expense within 30 calendar days of its assertion provided such liens do not arise out of Buyer s fqilure to pay amounts not in dispute under this Order or an act or omission of Buyer b new qnd of merchantable quality not used rebuilt or made of refurbished material unless approved in writing by Buyer c free from all defects in design workmanship and material d fit for the particular purpose for which they are intended e provided in strict accordqnce with all specifications samples drawings designs descriptions and other requirements approved or qdopted by Buyer and provided performed in a competent and professional manner in qccordance with the highest standards qnd best practices that qpply in Seller s industry Any attempt by Seller to limit disclaim or restrict qny such warranties or remedies by qcknowledgment or otherwise shall be null void and ineffective 9 2 The foregoing warranties shall qpply for a period of qa 24 months from the date when goods qre put into operation or b 48 months from delivery of the goods or performance of the services or such longer period of time as customarily provided by Seller plus delays such qs those due to non conforming goods and services whichever occurs last
149. ed documents lincluding but not limited to drawinds Spare Parts Interchangeability Report Rev B Revised May 31 2013 General Electric Compqny b 180 1 i 5 20 5 5 2 2 2
150. ed in whole or in part directly or indirectly qny of Buyer Intellectual Property in the Rev B Revised May 31 2013 General Electric Compqny a i 4 2 b ii iii A
151. eference in the Order to qny such offers to sell quotations or proposals shall in no woy constitute a modification of any of the terms of the Order which shall qlways prevail over qny such offers quotations or proposals ANY ACCEPTANCE OR ACKNOWLEDGMENT OF THE ORDER BY SELLER INCLUDING WITHOUT LIMITATION BY BEGINNING PERFORMANCE OF ANY OF THE WORK OR ACTIVITIES CALLED FOR IN THE ORDER EVEN IF CONTAINING OR REFERENCING TERMS INCONSISTENT WITH OR IN ADDITION TO THE TERMS OF THE ORDER SHALL BE DEEMED AS A FULL ACCEPTANCE BY SELLER OF THE ORDER AND THE INCONSISTENT OR ADDITIONAL TERMS SHALL BE DEEMED INEFFECTIVE UNLESS THEY WERE SPECIFICALLY AND EXPRESSLY ACCEPTED BY BUYER IN WRITING Rev B Revised May 31 2013 General Electric Compqny
152. eller s loss of profit or for any indirect special punitive and or conseduential damages 6 2 Seller shall notify Buyer in writing in advance of qny and al q changes to the goods qnd or services their specifications and or composition b material process changes c material plant qnd or equipment tooling changes or moves d transfer of any work hereunder to qnother site qnd or e materidl changes to its procurement of 9oods services in connection with the Order and no such change shall occur until Buyer has had the opportunity to conduct such audits surveys qnd or testing necessary to determine the impact of such change on the goods and or services and hos Qpproved such change in writing Seller shall be responsible for obtqining completing and submitting Droper documentation regarding qny and all changes including complying with any written change Drocedures issued by Buyer 7 QUALITY AND AUDITS 7 1 Inspection Testing Audits In order to ossess Seller s work quality conformaqnce with Buyer s specifications qnd compliance with applicable laws and the terms of this Order including but not limited to Seller s representations warranties certifications qnd covenqnts hereunder upon reasonable notice by Buyer q all qoods materials drawings and services related in qny way to the qoods qnd services Rev B Revised May 31 2013 General Electric Compqny
153. er through the use of Buyer s or its Affiliates equipment funds supplies facilities materials qnd or Confidential Information Seller shall and shall cause the Seller Group to assign all Buyer Intellectuql Property to Buyer and cooperate with Buyer in obtaining title and intellectual property rights therein qt no additional cost to Buyer Al Seller qcknowledges and qqrees that all rights title and interest in Buyer Intellectuql Property and in Confidential Information furnished to or qccessed by Seller remains in Buyer Buyer grants Seller a non exclusive non qssignable revocable license to use Buyer Intellectual Property and Confidential Information furnished to or accessed by Seller that js necessary for the sole purpose of performing the Order Seller may not use disclose or reproduce Buyer Intellectual Property or Confidential Information for any other purpose Seller qqrees that it will neither apply for any registration of rights in qny Buyer Intellectuql Property nor oppose or object in ony woy to qpplications for registration thereof by Buyer or others designated by Buyer B Should Seller design or manufacture for sale to any person or entity other than Buyer any 9oods substqntially similar to or which reasonably can substitute or repair a Buyer good Buyer in qny adjudication or otherwise may require Seller to establish by clear qnd convincing evidence that neither Seller nor qny of its employees or Subcontractors us
154. eral Electric Compqny AN d EU 2002 96 EC 2003 1 27 WEEE
155. erform this Order or other Buyer s orders and shall not use it disclose it to others or reproduce it for any other purpose whatsoever Such property while in Seller s care custody or control shall be held at Seller s sole risk kept free of qny encumbraqnces and insured by Seller at Seller s expense in an qmount equal at least to the replqcement cost thereof with loss payable to Buyer and subject to removal or restitution if damaged or destroyed immediaqtely upon Buyer s written request in which event Seller shall prepare such property for shipment and redeliver to Buyer in the same condition as originally received by Seller reqsonable wear qnd tear excepted qll at Seller s expense As noted in Section 3 4 above qny consigned material tooling or technology used in connection with the production of the goods supplied hereunder shall be identified on the relevqnt commercial or pro forma invoice used for international shipments 4 2 Intellectual Property Intellectual Property means dll intellectual property qnd proprietqry rights thereto including without limitation all rights of inventorship aqnd quthorship inventions patents patent applications and know how for qny product process method machine manufqcture design cormposition of moatter or qny new Or useful Rev B Revised May 31 2013 General Electric Compqny
156. ferred to Buyer upon delivery Goods delivered to Buyer in advance of schedule may be returned to Seller at Rev B Revised May 31 2013 General Electric Compqny 1 19 1 1596 15 15 15
157. from the premises qnd Buyer shal have no responsibility for any resulting impact on Seller or its Subcontractors If specific Inspector tests inspection and or witness points qre included in this Order e g qpproval of drawings the goods services shall not be shipped performed without the cormpetent Inspector s release or a written waiver of testinspection witness point however Buyer shall not be permitted to unreasonably delay shipment provision Seller shall notify Buyer in writing at least 30 cqlendar days prior to each of Seller s scheduled final and if applicable intermediate testinspection witness points An Inspector s inspection QDproval or failure to inspect qccept reject or detect defects by test inspection witness point or qudit shall neither relieve Seller from responsibility for such goods or services that qre not in Qaccordqnce with the Order reduirements nor impose liqbilities on Buyer and or its Affiliates Rev B Revised May 31 2013 General Electric Compqny
158. her c in violation of minimum wage hours or days of service or overtime laws as required by qpplicable local laws d in violation of the workers right to freely choose whether or not to organize or join dssociations for the Durpose Of colective bargaining as provided by applicable local laws e in violation of the principle that workers should be hired paid qnd otherwise subject to terms and conditions of employment based on their ability to do the job not on the bosis of their personal characteristics such as race national origin sex religion ethnicity disability maternity qge and other characteristics protected by applicqble local laws which shall not bar compliance with affirmative preferences that may be required such laws or f subjecting workers to qny form of sexual or psychological harassment compulsion or coercion If forced or prison Iabor or labor below qpplicable minirmum workind age is determined to have been Rev B Revised May 31 2013 General Electric Compqny k i 0SHA EHS
159. his Section 21 shall prevent or restrict either party s ability to seek interim injunctive or emergency measures of relief that may be available under the rules of arbitration or in a court of competent jurisdiction The place of arbitration shall be London U K Proceedings shall be conducted in the English language unless otherwise agreed 22 WAIVER No claim or right arising out of a breach of this Order can be discharged in whole or in part by a waiver or renunciation unless supported by consideration and made in writing signed by the aggrieved party Either party s failure to enforce qny provisions hereof shall not be construed to be a waiver of q party s right thereafter to enforce each and every such provision Rev B Revised May 31 2013 General Electric Company a 10 ICDR ICDR http www icdr org ICDR
160. ications where the goods to be furnished are to be specially manufaqctured for Buyer b method of shipment or packing c place and time of delivery d amount of Buyer s provided property e quality f quantity and or g scope or schedule of goods and or services Buyer Rev B Revised May 31 2013 General Electric Company 10 1 14 5 2 a b c
161. icensqble license to such third party Intellectual Property lii disclose to or on behalf of Buyer any secret or Confidential informoation of others or liii incorporate into any goods or services under the Order qny open source software or softwqre owned by another or that js functionally dependent upon use of Intellectual Property owned by a third party d Softwqre If this Order relates to rights in computer softwqre and or software documentation that is Seller Intellectual Property Seller grants to Buyer a non exclusive perpetual irrevocable transferable royalty free right to use disclose modify combine integraqte or make derivative works of the software and software documentation If Seller provides qny goods qnd or services that include software under this Order which require Buyer to Accept various terms and conditions including but not limited to click wrap click through browse wrap Or shrink wrap such terms and conditions will be of no force qnd effect even though they are accepted by Buyer or Buyer s designee in Order to access or use the software The relationship of the pqrties is solely governed by the terms of this Order In qddition upon Buyer s request Seller at Seller s expense including ongoing maintenqnce fees will deposit in escrow all Rev B Revised May 31 2013 General Electric Compqny
162. ies of GE Oil amp Gas STANDARD TERMS OF PURCHASE NON JAPANESE SUPPLIERS GE 0il amp Gas Page 40 of 51 Suppliers development of such information by written documentation The Seller Group shal not disclose or use qny Confidential Information except to the extent required to perform this Order Except to the extent required to perform this Order Seller Group shall not permit copies to be made of any Confidential Information without Buyer s prior written quthorization in which case Seller shall mark the copy GE Confidential Do Not Use Disclose Reproduce or Distribute without GE Permission These confidentiality obligations shall continue indefinitely Upon expiration or termination of this Order for any reason or qt any time upon Buyer s reduest Seller Group shall promptly return to Buyer or if quthorized by Buyer destroy with such destruction certified in writing by Seller al Confidential Information including qny copies thereof 16 2 Se er s Disclosed Information Any information disclosed by Seller Group to Buyer that in any way relates to the goods or services purchased under this Order except to the extent deemed to be Buyer s Intellectual Property is not confidential and is disclosed to
163. ium carbon tetrachloride cyanide lead or lead compounds cadmium or cadmium compounds hexavalent chromium mercury or mercury compounds trichloroethylene tetrachloroethylene methyl chloroform polychlorinated biphenyls PCBs polybrominated biphenyls PBBs polybrominated diphenyl ethers PBDEs li any chemical or hazardous material otherwise prohibited pursuant to Section 6 of TSCA liil any chemical or hazardous material otherwise restricted pursuant to European Union E U Directive 2011 65 EU 8 June 2011 the ROHS Directive IM any designated ozone depleting chemicals os restricted under the Montreal Protocol including without limitation 1 1 1 trichloroethane carbon tetrachloride Halon 1211 1301 qnd 2402 and chlorofluorocarbons CFCs 11 13 111 115 211 217 MM any substqnce listed on the REACH Candidate List subject to authorizaqtion and listed on Annex XIV of REACH or restricted under Annex XVll of REACH vi any Class Specified Chemical Substance prescribed under Japan s Act on the Evaluation of Chemical Substqnces and Regulation of Their Manufqcture etc or Mi any other chemical or hazardous material the use of which js restricted in any other jurisdictions to or through which Buyer informs Seller the goods are likely to be shipped or to Rev B Revised May 31 2013 General Electric Compqny REACH
164. mers Seller warrants and represents that it has performed the activities listed above and that such Seller Group member has been screened verified checked as set forth above in full compliance with this Order and applicable laws 5 2 lfqny portion of the activities under this Order js performed by any member of the Seller Group in on or near a Site Seller shall defend indemnify release qnd hold harmless Buyer its Affiliqtes and its or their customers and its qnd their directors officers ermployees qgents representatives Successors Qnd assigns from and against any qnd all suits actions or proceedings at law contract and or equity and from any and all claims demands losses judgments fines penalties damages costs expenses or liabilities which may arise in qny way out of aj injury to or death of any of the members of the Seller Group b damage to the property of any of the members of the Seller Group or c qny environmental claim of whatsoever nature emanating from the equipment premises qnd or property of or under the control of Seller and or other members of the Seller Group however such injury death or damage moay be caused whether cqused or alleged to be caused by the negligence of qany party or third party the conditions of the premises or otherwise 6 CHANGES 6 1 Buyer may at any time make changes within the general scope of this Order to any one or more of the following a drawings designs or specif
165. mpensation and Employers Liability for each local employee in a jurisdiction where work in connection with this Order is performed in an amount equal at least to the qreater of li what is required by applicable law qnd lii US 2 500 000 00 per occurrence and US 5 000 000 00 in the annual qggregate or the locql currency equivalent Rev B Revised May 31 2013 General Electric Compqny a 1 300 500 ii A B C General Electric Company
166. nce with the specification drawings qnd qny specifications that qpply to the Order or if not specified with the best commercially accepted practices and at a minimum with qpplicable law In addition Seller shall include the following information on each shipment under this Order the Order number case number routing center number if provided by Buyer s routing centerj country of manufacture destination shipping address commodity description gross net weight in kilograms and pounds dimensions in centimeters and inches center of gravity for items greater than one ton and precautionary marks e g fragile glass air ride only do not stack etc loading hook lifting points and chain securing locations where applicable to avoid damage and improper handling Seller shall place all markings in a conspicuous location as legibly indelibly and permanently as the nature of the article or container will permit All goods shall be packed in an appropriate manner giving due consideration to the nature of the goods with packaging suitable to protect the goods during transport from damage and otherwise to guarantee the integrity of the goods to destination Goods that cannot be packed due to size or weight shall be loaded into suitable containers pallets or crossbars thick enough to allow safe lifting and unloading Vehicles that reach their destination and present unloading difficulties may be sent back to Rev B Revised May 31 2013
167. nder including without limitation raw materials components intermediate assemblies work in process tools and end products shall be subject to inspection and test by Buyer its Affiliates its or their relevant customers qnd or its or their representatives each of the foregoing an Inspector qt all times and places including locations where the goods and services are created or performed whether they are at premises of Seller Seller s Subcontractors or elsewhere qnd b Seller s books and records relating to this Order shall be subject to inspection and qudit by an Inspector If qny inspection test qudit or similar oversight qctivity is made on Seller s or its Subcontractors premises Seller shall without additional charge li provide all reasonable qccess qnd assistqnce for the sqfety qnd convenience of the Inspectors and lii take all necessqry precautions and implement qppropriqte safety procedures for the saqfety of the Inspectors while they qre present on such premises including where requested by an Inspector for safety reloted concerns stop all activities immediately If any Inspectors reduire medical qttention on such premises Seller shal promptly arrange for qppropriaqte attention lf in the opinion of an Inspector the safety health or security of the Inspectors on such premises may be imperiled by local conditions Buyer its Affiliqtes qnd or its or their relevqnt customers may remove some or all of their personnel
168. nment or combination blocking erasure or destruction Rev B Revised May 31 2013 General Electric Company a b c
169. ompetent U S quthorities qny required authorization for re export into the country of ultimate destinatlion to be designated by Buyer in qccordance with qny Qapplicqble export control regulations In case of failure by Seller to timely provide Buyer with copies of any reduired quthorization in respect of goods materials or items supplied by Seller under the Order Buyer shall have the right to forthwith terminate the Order by written notice to Seller for Seller s defqult in accordance with the provisions set forth herein 16 CONFIDENTIALITY AND PUBLICITY 16 1 Buyer s Confidential Information Confidential Information means qny Buyer s or a Buyer Affiliate s property furnished to or accessed by Seller Group in connection with the Order including without limitation any drawings specifications dato goods or information qnd any information derived therefrom Provided however Confidential Information does not include information that q is or becomes generally available to the public other than as a result of disclosure by Seller Group b was on a non confidential basis before its Affiliqtes disclose such information to Seller Gfoup c is or becomes available on a non conldential basis from a source other than Buyer or its Affiliates when such source is not subject to a confidentiality obligation with respect to the Confidential Information or d was independently developed by Seller without reference to the Confidential
170. on technical files and any documentation regarding interpretations of limitations or exclusions Nqnoscale Moterial With respect to qny goods sold or otherwise transferred to Buyer hereunder Seller shall notify Buyer in writing of the presence of any engineered naqnoscale material defined for these Durposes as qny substqnce with at least one dimension of such substqnce known to be less than 100 nanometers in length With respect to qll such nanoscale materialts Seller shall provide a description of its regulatory status qnd any safety datq or other notifications that are qppropriate in the E U U S qnd Japan qnd any other jurisdictions to which Buyer informs Seller the goods will be shipped or to which the Seller otherwise has knowledge that shipment wl likely occur g Labeling Shipping Information With respect to qny goods or other moaterials sold or otherwise transferred to Buyer hereunder Seller shall provide all relevqnt information including without limitqtion safety data sheets in the language and the legally required format of the jurisdictions to which the goods will be shipped and mandated labeling information as reduired pursuant to applicable requirements such as a the Occupational Safety and Health Act OSHA regulations codified at 29 CFR 1910 1200 b EU Rev B Revised May 31 2013 General Electric Compqny e CE
171. or adent of Seller of qny kind and tier collectively the Subcontractors and each a Subcontractor Seller its Subcontractors and its or their employees representatives agents qnd or invitees of qny kind shall be referred to collectively as the Seller Group Seller shall submit to Buyer the certificaqte of residence or domicile in the country of performance of the Order and if any the certificate of exemption released by the qppropriate qovernmental authorities of the country where the Order js performed If Seller js neither resident nor registered in the country where the Order is performed Seller shall provide Buyer with a duly signed stqtement on Seller s letterhead that Seller hqs no permanent establishment in the country where the Order is performed according to qny applicable tax treaty The qbove mentioned Certificates qnd or stqtements shall be delivered to Buyer no later than the Order execution starting date and at least 30 calendar days before eqch payment c Ensuring that qny Subcontractors comply with this Section 2 1 qnd any of its sub clauses 2 2 Payments aq Payment Terms Unless otherwise stated on the face of the Order or restricted by applicable law payment terms are net due 120 calendar days from the end of the month when the Payment Start Date Rev B Revised May 31 2013 General Electric Company
172. or proceedings at law or in equity and from any and all claims demands losses judgments fines penaqlties damages costs expenses Or liabilities including without limitation claims for personal injury or property or environmental damage claims or damages payqble to customers of Buyer qttorney s fees qnd breaches of Sections 15 or 16 below arising from any act or omission of Seller and or any other member of the Seller Group except to the extent attributable to the sole qnd direct gross negligence of Buyer Seller agrees to include a clause substqntially similar to this Indemnity clquse in ll subcontracts it enters into related to its fulfillment of this Order Rev B Revised May 31 2013 General Electric Compqny 60 11 4 a
173. ose output from a specific location is purchased directly or indirectly by Buyer In addition Seller wil obtain an qcknowledgement by any such assignee or Subcontractor to submit to from time to time on site inspections or audits by Buyer or Buyer s third party designee as requested by Buyer lf Seller subcontracts any part of the work under this Order outside of the final destination country where the goods purchased hereunder will be shipped Seller shall be responsible for complying with all customs reduirements related to such sub contracts unless otherwise set forth in this Order Notwithstanding the qbove Seller shall not utilize qny Subcontractors who ore likely to interface with any government official in providing the work called for under this Order to or on behalf of Buyer without the prior written Qpproval of Buyer Buyer may freely qssign this Order to qny third party or Affiliqte 14 PROPER BUSINESS PRACTICES Rev B Revised May 31 2013 General Electric Compqny 13
174. owind insurance q Commercial _ General Liability in the minimum qmount of US 3 000 000 00 per occurrence qnd US 5 000 000 00 in the annual aggregate or the local currency equivalent with coverage for i bodily injury property damaqge including coverage for contractual liability insuring the liqbilities ossumed in this Order all of the following types of coverades where qpplicable Al contractors protective liability BI collqpse or structural injury and CO damage to underground utilities with qll such coverages in this Section 12 2 q qpplying on a primary bdsis providind for cross liability not being subject to any self insured retention qnd being endorsed to designate General Electric Company its Affiliates directors officers agents qnd employees collectively the GE Parties as additional insureds b Business Automobile Liability covering all owned hired and non owned vehicles used in the performance of the Order in the minimum amount of US 2 000 000 00 per occurrence qnd US 5 000 000 00 in the annual aggregate or the local currency equivalent endorsed to designate the GE Parties os additional insureds qnd specifying that all passengers are Considered third pqrties within the covered amounts c Employers Liability qnd qppropriate Workers Compensation protecting Seller from qll claims under any qpplicable workers compensation and Occupational disease laws or coverage similar to Workers Co
175. pqrties in writing Buyer shall be entitled either directly or through an Affiliate to take qn early payment discount of 0 03339 of the gross invoice price for each day that actual payment precedes Buyer s payment due date under the Order By way of exqmple an early payment reduction of 2 596 would correspond to a payment made 75 days earlier than the payment due date and qn early payment reduction of 0 333 would correspond to a payment made 10 days earlier than the payment due dote c Miscellqneous Seller s invoice shall in all cases bear the Order number To the maximum extent permitted by qpplicdble law Buyer shall be entitled to reject Seller s invoice if it fails to include the Order number or is otherwise inqccurate qnd any resulting delay in Rev B Revised May 31 2013 General Electric Compqny i
176. ration and Other Documentation Seller Covenants that each chemical substance constituting or contained in goods sold or otherwise transferred to Buyer li is properly pre documented qnd or registered as required in the jurisdictions to or through which Buyer informs Seller the goods wl lkely be shipped or to or through which Seller otherwise has knowledge that shipment will likely occur including but not limited to pre registration and reglstration if required under Regulation EC No 1907 2006 REACH lii is not restricted under Annex amp Vll of REACH qnd liii if subject to quthorization under REACH is authorized for Buyer s use In each case Seller wil timely provide Buyer with supporting documentation including without limitation Al pre registration numbers for each substqnce B the exact weight by weight percentqge of qny REACH Candidate List defined below substonce constituting or contained in the qoods C qll relevaqnt information that Buyer needs to meet its obligations under REACH to communicate safe use to its customers and D the documentation of the quthorization for Buyer s use of Rev B Revised May 31 2013 General Electric Compqny i
177. rk Seller shall contact Buyer s sourcing representative or the GE emergency hotline 1 203 373 3300 no later than 24 hours after inception of the incident At a minimum the following details shall be provided i date and time of the incident ii site location of the incident and li incident description Buyer reserves the right to receive and review a physical or electronic copy of Seller s Security and Business Continuity Management Policy and to conduct on site qudits of Seller s facility and practices to determine whether such policy and Seller s implementation of such policy qre reasonably sufficient to protect Buyer s property and or interests If Buyer reasonably determines that Seller s Security and Business Continuity Management Policy qnd or such policy implementation is are insufficient to protect Buyer s Droperty and interests Buyer may dive Seller notice of such determination Upon receivind such notice Seller shall have 45 cqlendar days thereafter or such longer period quthorized by Buyer to make such policy changes and take the implementation actions reasonably requested by Buyer Seller s failure to take such qctions shall give Buyer the right to terminate this Order immediately without further compensation to Seller 18 2 Supply Chain Security Seller agrees that it will implement and maintain a written plan for security procedures in accordance with them as applicable Security Plan The Security Plan shall a
178. s Order or in an applicable qddendum none of the goods supplied under this Order are electrical or electronic equipment or batteries or Qaccurmulators qs defined by laws codes or regulations of the jurisdictions to or through which Buyer informs Seller the goods qre likely to be shipped or to or through which Seller otherwise has knowledge that shipment wil likely occur including but not limited to E U Directive 2002 96 EC 27 January 2003 the WEEE Directive as qmended and E U Directive 2006 66 EC 26 September 2006 the Batteries Directive Japan s Act on the Promotion of Effective Utilization of Resources qnd or any other legislation providing for the taking back of such electrical or electronic equipment or batteries or qccumulators collectively Take Back Legislation For any goods specifically listed on the face of this Order or in qn applicable addendum as electricql or electronic equiprment or batteries or accumulqtors that are covered by any Take Back Ledislation and purchased by Buyer hereunder Seller qgrees to i assume responsibility for tqking back such qoods in the future upon the request of Buyer and treating or otherwise managing them in accordance with the requirements of the qpplicable Take Back Legislation lii take back as of the date of this Order qny used goods currently owned by Buyer of the sqme class of such goods purchased by Buyer hereunder up to the number of Rev B Revised May 31 2013 Gen
179. siness The parties expressly waive any right to object to the validity effectiveness or enforceability of any such electronic message on the ground that a statute of frauds or any other law that requires written signed agreements Between the parties any such electronic documents may be introduced as evidence in any proceedings as business records originated and maintained in paper form Neither party shall object to the admission of any such electronic document under either the best evidence rule or the business records exception to the hearsay rule By placing a name or other identifier on any such electronic message the party doing so intends to sign the message with his her signature attributed to the message content The effect of each such message will be determined by the electronic message content and by the Governing Law excluding any such law requiring signed agreements or otherwise in conflict with this paragraph 24 PERSONAL DATA PROTECTION 24 1 Personal Data includes any information relating to an identified or identifiable natural person Buyer Personal Data includes any Personal Data obtained by Seller from Buyer and Processing includes any operation or set of operations performed upon Personal Data such as collection recording organization storage adaptation or alteration retrieval accessing consultation use disclosure by transmission dissemination or otherwise making available alig
180. t it is in full compliance with the Seller Payments obligations b Compliance with all applicable laws rules qnd regulations requirind Seller to establish qnd or register Rev B Revised May 31 2013 General Electric Compqny 2 2 1 VAT VAT
181. tegrity Guide for Suppliers Contractors and Consultants the Guide a copy of which hos been made available to Seller qnd is available in several languages qt the folowing linki http www gesuppliercom html SuppliersIntegrityGuide htm Seller hereby expressly confirms it has carefully reviewed the Guide especially the section entitled Responsibilities of GE Suppliers has reviewed and or will review qs qppropriate the Guide with all personnel of the Seller Group who will be performing activities in connection with the Order and has instructed qll such personnel to comply with the Guide As qn essential element of this Order Seller shall remain solely responsible to take all necessary meosures to ensure Seller ond the other members of the Seller Group comply with the Guide Seller shall act in a manner consistent with qll laws concerning improper or ilegal payments and gifts or gratuities including without limitation the U S Foreign Corrupt Practices Act and the UK Bribery Act qnd adrees not to pay promise to pay or authorize the payment of qny money or anything of value directly Or indirectly to any Derson for the purpose of illegally or improperly inducing a decision or obtqining or retaining business in connection with this Order 15 COMPLIANCE WITH LAWS 15 1 Generg As a materiql element of this Order Seller Covenants that it wil comply with q qll laws applicable to the goods services and or the activities con
182. templated or provided under this Order includind any national international federal stqte provincial tribal or local law code treaty convention protocol common law regulation directive or ordinance and ll lawful orders including judicial orders rules and regulaqtions issued thereunder including without limitation those dealing with the environment health and safety employment records retention Dersonal data protection qntitrust immigration export controls Rev B Revised May 31 2013 General Electric Compqny http www gesuppliercom htmM SuppliersIntegrityGuide htm GE
183. terparts each of which shall for qll purposes be deemed qn original and all of which shall constitute the same instrument Facsimile signatures on such counterparts are deemed oridginals No course of prior dealings and no usage of the trade shall be relevant to determine the meaning of this Order even though the qccepting or acquiescind party hos knowledge of the performance qnd opportunity for objection The term including shall mean and be construed as including but not limited to unless expressly stated to the contrary The invalidity in whole or in pqrt of qny of the foregoing articles or paraqgraphs of this Order shall not qffect the rermainder of such articles or paragraphs or any other article or paragraph of this Order which shall continue Rev B Revised May 31 2013 General Electric Compqny E
184. the detection of illegal or suspicious Rev B Revised May 31 2013 General Electric Compqny a b c d e
185. the occurrence of damage to persons or property shall at its expense before deploying or granting qccess to any member of the Seller Group to the extent permitted by qpplicable law and qfter securing required qnd or appropriate written quthorization from the relevant personnel A Verify such personnels identity B Perform a watchlist and background screen of such personnel os set forth in the GE Oil amp Gos Guidelines For Wotchlist http site ge energy com businesses ge_oilgndgas en about supplier_portal htm and C lf required by Buyer ensure such personnel undergo medical examinations physical agility testing and or drug and qlcohol testing collectively Fitness for Duty requirements subject to applicoble law in order to provide reasonable qssurqnce that such personnel will be sufficiently fit to safely perform their duties without excessive risk of harm to themselves or Rev B Revised May 31 2013 General Electric Company
186. to or through which Seller otherwise has knowledge that shipment will likely occur e g any materials delivered or that Seller knows will be delivered to Australia shall comply with the Australian Quarantine and Inspection Service AQIS requirements os may be changed or aqmended Seller shall provide Buyer with any Certifications required by Buyer to evidence its compliance with this Section 20 GOVERNING LAW Except to the extent otherwise set forth on the face of this Order or otherwise adreed to in writing as to this Order by the parties this Order shall in all respects be governed by and interpreted in qccordance with the laws of England qnd Wales excluding conflicts of law provisions the Governing Law The provisions of the Contracts Rights of Third Pqrties Act 1999 shall not qpply to this Order No Third Party shall have the right to enforce all or qny part of this Order unless specifically provided otherwise in writing 21 DISPUTE RESOLUTION Any dispute arising out of or in connection with this Order including qny question regarding its existence interpretation Rev B Revised May 31 2013 General Electric Compqny i
187. tracts for moaterials equipment and or services for the work and take such action relaqtive to such purchase orders and subcontracts as Buyer may direct Buyer may at qny time withdraw the suspension as to all or part of the susDended work by written notice specifying the effective date qnd scope of withdrawal Seller shall resume diligent performance on the specified effective date of withdrawal All claims for increqse or decrease inthe cost of or the time required for the performance of qny work cqused by suspension shall be pursued pursuant to qnd consistent with Section 6 1 11 TERMINATION 11 1 Termination for Convenience Buyer may terminate all or any part of this Order at any time by written notice to Seller Upon termination other than due to Seller s insolvency or defqult including qny failure to comply with this Order Buyer and Seller Rev B Revised May 31 2013 General Electric Compqny b
188. value qdded tax VAT qnd or similar tax that js recoverable by Buyer will not be included in Seller s price but will be separately identified on Seller s invoice If Seller is obligated by law to charge any VAT qnd or similar tax to Buyer Seller shall ensure that such tax js invoiced to Buyer in qccordaqnce with Qpplicqble rules so as to allow Buyer to reclaim it from the qppropriate government quthority If Buyer is reduired by qpplicable laws rules or regulations to withhold taxes for which Seller is responsible Buyer will deduct such withholding tax from payment to Seller and provide to Seller a vqlid tax receipt in Seller s name In qddition Seller shall be solely responsible for aq The payment of any and qll taxes duties levies charges salaries insurdqnce premiums qnd contributions and any interest or penalties thereon including but not limited to income profits corporation taxes and taxes on capital gains turnover and VAT now or hereafter levied or imposed by any local and or national fiscal authority including those relating to or assessed upon any actual or assumed profits wages salaries turnover or gains for which in relation to the Order Seller is responsible and liable collectively the Seller Payments to the maximum extent permitted by applicable laws Buyer shall be entitled to withhold total or partial payment with no penalties or interest in the event Seller fails to provide proper evidence tha
189. vided and or utilized pursuant to this Order whether provided utilized by Seller or a Subcontractor will be free of any clqims of qny nature Seller shall indemnify defend and hold Buyer harmless from qll costs and expenses related to any suit claim or proceedind brought qgainst Buyer its Affiliqtes and or its and their customers based on a clqim that any qrticle or Qpparatus Or any part thereof constituting doods or services including software provided qnd or furnished by Seller or one of its suppliers pursuant to this Order as well as qny device or Drocess necessarily resulting from the use thereof constitutes an infringement of qny patent copyright trademark trade secret or other intellectual property right of qny third party Buyer shall notify Seller promptly of any such suit claim or proceeding and give Seller authority information qnd assistance at Seller s expense for the defense and settlement thereof qnd Seller shall pay qll damages qnd costs qwarded therein Notwithstanding the foregoing any settlement of such suit claim or proceeding shall be subject to Buyer s consent such consent not to be unreasonably withheld If use of said orticle Qpparatus part device or process is enjoined Seller shall at its own expense and ot its option either procure for Buyer the right to continue using said Qarticle or apparatus part process or device Or replaqce the same with a non Infringing equivalent 18 BUSINESS CONTINUIT
190. y request concerning such affected persons and the detqils of the breach os soon os such information can be collected or otherwise becomes available Seller qgrees to take action immediately at its own expense to investigate the Security Breach and to identify prevent and mitigate the effects of qny such Security Breach qnd to carry out any recovery necessary to remedy the impact Buyer must first qpprove the content of qny filings communications notices press releases or reports related to qny Security Breach Privacy Notices prior to any publication or communication thereof to any third party Seller qlso qgrees to bear any cost or loss Buyer may incur as a result of the Security Breach including without limitation the cost of Privacy Notices 24 4 Upon termination of this Order for whatever reason Seller shall stop the Processing of Buyer Personal Data unless instructed otherwise by Buyer and these undertakings shall remain in force until such time qs Seller no Ionger possesses Buyer Personal Dato 24 5 Seller understands and aqrees that Buyer may require Seller to provide certain Personql Data Rev B Revised May 31 2013 General Electric Compqny

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