TERMS AND CONDITIONS OF PURCHASE

1.0 DEFINITIONS SETE shall mean SETE Energy Saudia for Industrial Projects Ltd. Seller shall mean the party to the Purchase Order, which provides Goods under the Purchase Order. Goods shall mean the items to be supplied in compliance with the Purchase Order. Value shall mean the amount paid by SETE to the Seller in consideration for the Goods. Delivery Date shall mean the date by which the Goods must be delivered to SETE. 2.0 PURCHASE ORDER The package of documents consisting of the Order detailing the Goods and all documentation attached or referred to in the Order shall comprise the Purchase Order and shall constitute the sole agreement between the parties relating to the Goods, superseding all communications of any type existing prior to the date of the Purchase Order. Any amendments to the Purchase Order not in writing issued and signed by SETE, will be rejected. 3.0 INSPECTION AND REJECTION Goods received by SETE in terms of the Purchase Order shall be subject to inspection and acceptance of SETE or its nominated representative. SETE shall, upon giving notice and stating the basis for rejection, have the right either to: 3.1 Reject any or all defective or non-conforming Goods in which case, Goods rejected shall be returned to Seller at Seller's risk and cost for repair, replacement or credit; or 3.2 Accept and correct such Goods, in which case, all cost and expenses associated with correction thereof shall be for Seller's account. Acceptance of Goods at Seller's works shall not preclude subsequent rejection at the jobsite if so warranted. 4.0 RIGHT OF ACCESS For the purpose of inspection and/or expediting, SETE or its representatives shall have reasonable access to Seller's facilities. Seller shall use its best efforts to provide such access to the facilities of its suppliers and subcontractors, if so required. 5.0 TIME OF THE ESSENCE Seller acknowledges that time is of the essence in its performance of the Purchase Order. 6.0 ASSIGNMENT OR CESSION The Purchase Order shall not be assigned or ceded by Seller, in whole or in part, without SETE's prior written consent. 7.0 TERMINATION 7.1 For Convenience SETE may at any time, and upon written notice, terminate this Purchase Order without penalty of obligation to Seller, excepting that Seller shall be entitled to reasonable compensation for actual costs incurred prior to termination. Such compensation shall not include burden overhead or anticipated profits for the portion of the work completed. Seller shall transfer title to materials, components or completed Goods to SETE and shall dispose of such, at SETE cost and as SETE may direct. 7.2 For Default If either Party defaults in its obligations in terms of the Purchase Order, and does not rectify its default within 30 days from the date of written notice from the other of such default, then the aggrieved Party may terminate the Purchase Order forthwith. 8.0 COMPLIANCE WITH LAWS AND GOVERNMENT REGULATIONS Seller hereby warrants that it shall fully comply with all applicable laws, rules ordinance and regulations in execution of the Purchase Order. 9.0 WARRANTIES AND INDEMNITIES 9.1 Seller warrants that Goods supplied in terms of this Purchase Order are suitable for the purpose intended and are free from all latent or patent defects in design, material, workmanship, and conform to the Purchase Order. Seller also warrants that Goods will function in the manner represented by Seller and will achieve the performance requirements stated in the specifications when operating within the design conditions described therein. Goods which are defective or fail to achieve specified performance shall be repaired, replaced, modified or adjusted as necessary to enable the Goods to achieve specified performance. If before or during the first year of operation (or such longer period as specified in the Purchase Order) the Goods are found to be defective or otherwise fail to conform to the Purchase Order, Seller shall repair, replace or make good the Goods supplied at no additional cost to SETE. 9.2 Operation, in terms of this clause, shall be deemed to commence on the date the Goods are placed in service for commercial use. 9.3 Any Goods repaired or replaced pursuant to this clause, prior to the start of operations shall be fully warranted during the first year operation, or if repaired or replaced during the first year of operation, shall be warranted for an additional period of one year from the completion of such repair or replacement. 9.4 Seller warrants that any technical services provided in connection with this Purchase Order shall be rendered in a competent and diligent manner, consistent with the Purchase Order, accepted industry practice and/or applicable codes and standards. Any services performed which do not conform to such shall, upon notice from SETE, be corrected by Seller in a prompt manner at Seller's cost and expense. 9.5 Seller shall indemnify, defend and hold SETE harmless from all actions or cost resulting from infringement of patent, trademark or copyright belonging to third parties which arise from the Purchase Order. 10.0 DOCUMENTATION The Purchase Order will not be deemed completed until all documentation which shall include, but is not limited to, drawings, reports, data and other documents stipulated in the Purchase Order, including acceptance copies of the Purchase Order and any amendments, have been submitted to and accepted by SETE. Payment in full or in part shall be withheld pending completion of all such requirements by Seller. SETE shall have the right to reproduce any documentation as deemed necessary. 11.0 INVOICING Original invoices, itemized and identified with the Purchase Order number and with any supporting documents as specified in the Purchase Order, shall be addressed as stated in the Purchase Order. Failure to comply will delay payment. 12.0 FORCE MAJEURE Neither party to this Purchase Order shall be liable to the other if prevented from fulfilling its obligations due to causes beyond its reasonable control Force Majeure, provided the affected party promptly notifies the other of becoming affected by Force Majeure event. However, both parties shall do their utmost to avoid or minimise any delay by Force Majeure. Force Majeure shall include but not limited to war, hostilities, invasion, act of foreign enemies, the presence of unusually high quantities of ionizing radiation or radioactive substance, natural catastrophes, rebellion, terrorism, revolution, the imposition of sanctions, insurrection, militarily usurped power, civil war, riot, civil commotion or disorder and act of God. 13.0 NON-WAIVER OF RIGHTS Any relaxation or indulgence afforded by either party to the other relative to any of the Terms and Conditions of the Purchase Order shall not prejudice either party's rights in terms thereof nor be construed as a waiver of same. 14.0 CHANGES BY SETE SETE shall have the right, at any time, to make changes to the Purchase Order that it may deem desirable. However, such change shall not increase the quantities of Goods by more than 20%. Any such change shall be by written Amendment to the Purchase Order, the time and cost implications of which shall be agreed by SETE and Seller prior to issue of such Amendment. Seller shall promptly comply with the Amendment on receipt thereof. Should any such change or alteration result in the reduction in the work to be performed or the Goods to be furnished, no allowance shall be made to Seller for damages including loss of anticipated profits. 15.0 SUSPENSION OF WORK In the event that its client orders SETE to suspend, delay or interrupt performance of the work, SETE shall issue written notice to Seller suspending Seller's performance of the Purchase Order. In this event an appropriate adjustment shall be made to the delivery schedule for the Goods and SETE shall effect payment of Seller's reasonable and verifiable costs, if any, occasioned by such suspension. It shall be Seller's duty to limit these costs as far as possible and to furnish full details thereof as may be requested by SETE. 16.0 DESIGN CHANGES BY SELLER If Seller institutes a design change without authorization from SETE which results in a deviation from or non-conformance with the specification, any additional costs incurred by SETE in connection with such deviation or nonconformance shall be for Seller's account. 17.0 REMEDIES All rights and remedies set forth in this Purchase Order or existing at law or equity shall be cumulative and may be exercised concurrently. 18.0 WAIVER OF LIENS Seller shall furnish all necessary lien waivers, affidavits, and other documents required to keep SETE's premises free from liens or claims for liens arising out of the furnishing of Goods. If any such lien is filed or claim is made Seller shall be responsible for removing the lien or defending against such claim. 19.0 INSOLVENCY In the event that either party shall become bankrupt, have a receiver appointed for its property or assign for the benefit of its creditors then the other party shall have the right to forthwith cancel this Purchase Order or so much thereof as has not been completed without further delay. In any event Seller shall transfer title to all delivered and/or completed Goods to SETE. 20.0 NON-DISCLOSURE Seller shall not divulge to third parties, without the prior written consent of SETE, any information obtained as a result of or in connection with executing this Purchase Order. 21.0 APPLICABLE LAW & DISPUTES This Purchase Order shall be governed by and interpreted in accordance with the laws of the Kingdom of Saudi Arabia. 22.0 CONSEQUENTAL DAMAGES Neither party to the Purchase Order, including their agents and employees, shall be liable to the other party for consequential damages provided nothing herein shall relieve Seller from its liability for injury to persons or property including property of SETE, whether such liability arises in contract including breach of warranty or tort, including negligence. 23.0 WAIVER OF IMPLEADER Seller hereby waives any claim or right to implead or otherwise join engineers or any of its affiliated companies in action, suit, or proceedings brought against SETE by Seller or any other person associated with the facility of SETE. 24.0 SEVERABILITY Should any of the provisions of these terms and conditions be declared Invalid or unenforceable, the remaining provisions shall not be invalidated but shall continue to be and remain in full force and effect. 25.0 EXPORT LICENSE Seller shall apply for and obtain any license required to export Goods from the country of origin. Notwithstanding Clause 14.0 SETE shall have the right to immediately cancel the Purchase Order without liability to Seller If export license is, in SETE's sole judgment, disapproved or unreasonably delayed. 26.0 WORK ON SITE Should the Purchase Order require Seller to undertake work on SETE premises It shall comply with all security and safety requirements of SETE and Its client whilst on the Site.