.

12.

Al'l'LlCABLE LAW A.ND ARBITRATION

12.1 This Contract shall be govemed by and construed in

accordance with the. laws of England and Wales.
12.2 Any dispute or diference arising out of the formation,
performance, interpretation. nullification, tcm1ina1.ion or inva l
idation of th is Contract or arising there from or related thereto
in any manner whatsoever, sha ll be sett led by arbitration in
accordance with the provisions set forth under the Arbit ra1ion
Ru les of the Dubai I nternational A rbitrat ion Centre (the
''DIAC Rules"). The arbitral l ribunal shall consist of three (3)
arbitrators. Each Party shall appoint an arbitrator of its
cb.oice with iJl thi1ty (30) days of the su bmission of a
request for arbitrat ion. The Part y-appoinccd arbi trators shall i
n mrn appoint a presiding arbitrator of the tribuna l within
fifteen (15) days after the appointment of both Party-appointed
arbitrators. If the Parly-appo intcd arbitrators cannot reach
agreement on a presiding arbitrator of the tribu na l or if one
Party fails or re fuses to appoint its Party-appointed arbitrator
within the prescri bed period, t hen the Dli\C shall appoin t an
independent arhitrator(s). The presid ing arhi1Tator shall not
be of the same nationa lity as <my of the Parties or t.heir
ultimate parent entities. The seat of arbitration shall be Dubai,
U nited Arab Emirates, and venue to hold arbitration
proceedings shall be premises of the OIAC. The language of
arbitration shall be Engl ish, and the arbitrators shall be fuent
in th is language.
12.3 Any award of the DL\C shall be in writing and shall be final
and binding on the Parties. The Parties u nde11ake to carry oul
any award wit hout delay and shall he deemed to have waived
their right to any fom1 of recourse to the fu]Je.st extent perm i
ned hy law. However, any Party may make an application to
any cou1t having jurisd iction for judgment to be entered on
the award and/or for enforcement of any award, includ ing any
award granting interlocutory rel ief and any order for the
obtaining of potential evidence which the arbitrators direct be
produced as part of the arbitration.
12.4 The existence and content of t he arbitral proceed ings and
any mlings or award shall he kept confidential by the Pmties
and members of the arbitra l tribuna l except (i) to the extent

that disclosure may be re<1uired of a party to fulfil a le

a
legal right, or enforce or challen ge an award i n bona fide sti e
legI prc e'il
sM:fOl'.[Ja'

1 1 JUN ZO IS

Titlo:Supply Co111rac1
Schedule 2 General Tcnns
Approved by Lf\.1li ord.;r
44/ IE dated 09.06.2013
cou1t or other ju d icial authority.(ii) where it is requi red by
any applicable reporting rules or procedures; or (iii) w ith the
consent of a ll Parties. Notw ithstanding anything to the
contrary, either Party may d isclose matters relating to the
arbitration
or
the
arbitral
proceedings
to
their
advisers/consultants where necessary for the preparation or
presentation of a claim or defence i n this arbitrat ion.
12.5 II any dispute or d iference (''New Dispute") raises issues
which arc substantially t he same as, or connected with issues
raised in a dispute or diference wh ich had already been
referred lo arbitration ("'Existing Dispute'"), or arises out of
substantially the same facts as are the subject of an Existing
Dispute; then the Part ies agree that, upon applica t ion of
either !'arty such l\cw Dispu te and the Exist i n Dispute shall
be consol idated such that both the Existing Dispute and the
New Dispute be heard by the tribunal appointed to hear the
Existing Dispute as pa 11of the same arbitration.
I 2.6 Wh ilst any matter or matte are in dispute, both Patties shall
comply with all the provisions of the Contract. If the Patties to
the Contract are located in difterent countries members of t he
Vienna Convemion, the Parties express ly renou nce the
application of the 1980 UN Convention on Contracts for
Intemationa l Sale of Goods to this Contract.
13.GENERAL INDEM.\'lTY
The Seller sha ll indem nify and hold harm less the Pu rchaser,
its A tlil iates and thei r employees and agents against and
from all claims,damages. losses and expenses (includ ing legal
fees and expenses) arising out of any bodily injury or death of
any person or damage to any property arising out of or in
connection with the Contract, except to the extent that such
cla i ms, damage.s, losses and expenses are attributable to
the gross negligence or willful act of the P1ircha er or its em
ployees.
14. CUSTOMSCLEARANCE WARRANTIES

14.
I The Parties agree and understand that the Seller shall be
responsible, at i ts expense. for any and all customs duties
(whether export andior import), pott dues, brokerage fees,
handling fees, and related charges im posed on Seller as a
resu lt of its perform ance of its obligations u nder this Contract
and shall defend, indemnify and bold harm less the Purchaser
from any claims,assessments and liabilities respecting same.
J 4.2The Pa.rtics agree and understand thal the Seller shall be
responsible for provision to the Purchaser of any and a ll
documents (or t heir copies), as may be requi red i n accordance
with applicable customs laws and regu lations of any juri sdiction
related to this Contract. including bu1 nol li111ited to
vaybills. c.ustorns clearance docun1cncs. packing lists,
certificates, any otl1er documents required to ensure that
the Goods purchased by the
Purchaser from the Seller under this Contract mav be used b)
ml:> tli'lll
S.11i<1iGlit1 v

DEPJi"RTM!'l':t'

encumbrance to
this efect.
11 JUN 2015
.

\Vest Qurna 2 Project

Title: Supply Conua"I
Schedule 2 . ('Jenera!T.z-nns
Approved by L\-1.L order
#44iMF. dated 09.06.2013
14.3
The Pmties agree and understand that the Seller's failure
to provide any such documents as stated in Clause 14.2 above
and documentation as prov ided in Particular Conditions shall be
a material breach of this Contract and shall entitle the Pure.baser
to term inate th is Contract.
14.4
Unless set forth otherwise in Particular Cond itions. the
Supplier shall follow the Shipp ing Documents Approval
Procedure wh ich shall be prov ided by the Purcha>er. when
appl icable. in order to receive a customs levy exemption wh
ich the Seller and the Purchaser are entitled w in the Republic
of lraq in connect ion with the Project.
15.
15.1

A.'.\Tl-COJU{U J>T!ON PROV ISIONS

COMPLIANCE WA RRA NTIES A N D REPRESE1'TATIONS

15.1.I Seller warrants that in cormection with this Contract it will

not, in order to obtain or retain business or any advantage in
the conduct of business, ofer. prom ise or give any improper
advantage to any person (or a third party) to make that person
act or refrain from acting in relation to the performance of
heri11is ofic.ial duties. This appl ies regardless whether the.
advantage is ofered d irectly or through an i ntermediary.
15.1.2 Sel ler fi.u1her repre.sents and agrees that it will not otter to
any thi rd pa 11y, direc.tl y or i ndirectly, gifts except for
promotional i tems of m i n ima l value normally beari ng a
company logo. Soci al events, mea ls, entertainmen t or
promotional t ravel may be offered if t here is a clear business
..e.a..:.;on. but the cost 1nu...r.;( he kept ""ithin rea">onable
li1nits and pre-approved by the Purchaser. Tra vel,
accommodat ion and ot her ex penses made on behalf of l hird
part ies must be pre-approved and funded by the Purchaser.
15.1.3Seller shall not sub-contract or assign any of its duties or
obligations under th is Contract without express pre-approval of
the Purchaser. Seller shall ensure that a l l sub-contracts issued
under 1h is Cont ract shall con tain provisions identical to the
present Complia11ce Warrant ies and Representat ions.

15.1.4Seller shall upon Purchaser's request, give a written

statement to the Purchaser con firm in g that it has complied
with all requirements of these Compliance Warranties and
Rcprcscmatious.
1 s.-1 .5 Seller shall im mediately report to Purchaser any act or om
iss ion wh ich could poss ibly he seen as a breach Compliance
Warramies and Representat ions. Ln such instances Seller shall
give the Pu rchaser access to a ll documents which in Purchaser's
sole opinion may be relevant to determ i ne whether such
breach has occurred.
1 5.2. BREACH or CO\.f PT.lANCE WA RRANTTES A'.'m REPR
EST''<TATIONS
1 5.2.1 In the event that Seller fails to folfill Seller obl igations
according to Compliance
Warranties and Representations, the
Purchaser may choose to:

CONTRACTSL
EGAL
Dft1>A V'T'11.
1::""fT
11 JUN 2015

\Vcsl Qurnn 2 Project

Title:Supply C:ontroct
Schedule 2 Gtncrul Tcrms
Approved hy Ll\lll' order
#44iME <l11100 09.06.20 13
(i)

cease all payments until obligalions arc fulfilled, andior

(ii)

) tenninale the Contracl with immed iate etkct, i n the

event that Seller is in material breach of its obligations,
prov ided that any violation of the Compliance
Warranties and Representations sha ll always be con
idered as a material breach, and or

(iii)

claim compensation for losses to Purchaser which are d

irectly related to the breach of Contract.

1 5.2.2 I lowever Seller shall not be liable for any consequential

damage.
16. GENERAL
16.l ENTIRE AGR F:F.:\JF:NT. This Contract constitu tes lhe
emire agreemcnl between
the Parties hereto and
supersedes all prior negotiations, represenlalions or
a.greements related to the compilation of this Con tract,
either written or verbal.
16.2 SEVER.ABILIT Y.If any term of this Contract not being of a
fundamenlal nature is held to be illegal or unenforceable, the
valid ity and enforceability of !he remainder of t h is Contract
shall 1101 be t hereby a fected.
1 6.3 A M EN DM ENTS. No amendments or add itions to this
Contract shall be val id un less i n writing and signed by the
Parties au thorised representatives.
16.4
lNDEPENDENT SELLER. The Seller shall execute this
Contract as an independenl contractor. withoul prej udice to
Pu rchaser's right to give general d irections and to inspect,
as specifically stated in this Contract. Seller shall have
complete and excl usive control over the ent i re supply of
the Goods.

16.5

NO PART'i ERSHJ P. '.'lathing in this Cont ract sha ll be

deemed or interpreted as creating a joint act i vi ty or a

partnersh ip in any fonn under any law.
16.6
ASSIG NMENT A.'iD SUBCONTRACTING. The Seller shall
not assign or subcontract i n whole or in any part the
benefits or burdens under the Contract withou t the prior
written consent of the Purchaser. The Purchaser may assi gn i
ts rights hereunder to any of its Afliates.
The Seller agrees that the assignment, as a whole or in part,
of any cred it accrued lo Seller u nder t his Con tract is strictly
prohibited, unless approved by Purchaser i n writi ng.
Furthermore, in no circumstance may Seller give any special
cash warranl to any third party, nor delegate, in any man ner
whatsoever, the collection of any of the monies due to Seller
hereunder.
16.7
NOTICES and R
E Pl{ESENTATlVES. Any wa iver and all noti
qf
l
pursuant to the prov isions of th is Contract, unless
otherwise agr d be v'r'jJU e {i51rties,
2
1...-- --

\Vest Qurna 2 Project

Title: Supply Contract
Schedule 2 - (ienc::ritl rc::m
Approved by LE order
#44/Mf( doted 09.06.20 13
sha ll be sent by (i) receipted hand delivery, (ii). international
courier, or (ii i) facsimile transmission, to the add ress identified
in Pmticu lar Conditions (or such other address as t he other
Party has specified giving seven (7) calendar days' prior notice).
Tit. Parties sha ll appoinl Lbcir respective representatives for all
kind of communication related to the execution of this Contract,
Init ia lly such represenlalives names shall he specified in
Particular
Cond itions. Each
l'arly
may
substitute
its
representative so appointed by a prior wrillcn seven (7) calendar
days' not ice lo the other Party.

CONTRACTS LEGAL
OF.PA TM.ENT

1 1 JUN 2015

\\.' .st Qurnu 2 Proji.;c..:

Title: Supply Contract
S.;he<lule 2 . lieoeml l'enns
Approved by LME order
#44 1VfF. dared 09.C/6.20 13
APPENDIX I:FORM OF GOODS ACCEPTAl\CE CERTIFICATE

CONTRACTSLEGAL DEJ>l\RTMENT

1 1 JUN 2015

.L

SCHEDULE l

Appen
dix I

Co11tract
T1Ue: Supply of
Spare parts for
Cyclooe&Air
Compssor
(ltaq) Contract
ref. No CY1S80150149

FORM Or GOODS ACCEPTANCE CER TIFICATE

City of

,'<;

ritle

, 20

LUKOIL l\UD-F.AST LIMITED.as Purchaser, in the person of [),

acting on the basis of[], and
[I.as Seller, i n the person of[J , acting on t.hc basis of[],
have executed this document to certil)' chat the Seller has tuI
tilled its obl igations under Contract x [Iof [Ito supply Goods
Unit
robd
a nd the Purcl1aserI1as accepted the f. llO\V'U Oo)l
!! G00(Is:
11rice
rri<:e
Dlscrlption
QTY
SD ICSD'

Contr:u:l Price:

The following documents are allached to this Certificate:

lJ
The Purchaser has no cla ims t.o the Seller related to the
quantity, qual i ty and completeness of Goods that are being
accepted by the Purchaser.
.!
Goods del
ivered by:

!
1u name

Seal
Goods accepted by:

==:::-----'!

1gn:uu1c

n1..

Seal

CONTRA
CTS
LBGAL
DBPART
MllNT
f 1 JUN 2015

SCHEDULE 3
SCHIWt;LE 3

Contrnct
Titlp:Supply of
Sparepartsfor
Cyc:lone&Air
Compressor
(Iraq) Contrnct
rqf No
CYlSSOlS0149

SPF.CTFICATION OF COOOS AND PRICE

lll t\hltl';fi.aJ r.-I:ttcri:d
M:u:tYf'9('h1rtr Uol
prit.e*
ll UOlb{'I'
N-0 .
Jlrit4;:

Clle
Q-tr

!Ua 11ur1c1u rcr

Unit
Tot.a l
dc:ripli(ln
Pa.rt
(USD)
;..'SO\

S201<:4<:
VASUT.C7l\O GASKET tT4.5 X ID
f
f,Smii.lth C7fr:>G-SS- liA
S
214:..75
575.00S 5G-S..
36"> \$Mi; CLASS ISO
36 SPIRAL \VOU;-.10;
)oJ'LSUUTH
HO
I
Of'
'H.
<'
$S;
OlJ
LlJ(
Rl>
.IG
C:'S
GR
AP
HIT
E
tlL
Ll;K
.
lNN
J:.R
IW'\
U
J.IG SS
I
l 4 1()1 42
G1AX2
01AX2 BLANK FOR FLSmtdlh
C4 11.$S
17
(-73.7; l l 453.75S
A
BLANK
C'YC1.O\fF. $1I f!.
t'YCLOU"9
4
1
2
S
S
.
F
L
S
r.
..
H
D
T
H
3. 4 1)154.:!6
Gtl.fAX2
G;o.1.--\X2 ('YCLON b. LSnudth
C6208Ct' 80
EA
66
2695,00 I 77 R10,f10S
V.TJ'H .577 SQCARE
t'YCLOc.C6
62
2QSOC 80 JNCI 1 INlt;:J. .IY..".!i' UJ.
62.FLSt\t' rDTH
VORTEX Ff>lTJF.R
:\
1
>
6
2
5"
1
1
>:

\l'l
'X
.
92"0
AtU?UNA
4. ;1035546
CYCLOKE
CYCLO:-.IB BCSHt>lG
FT.Srmd1h
C I SJ7.;>S
M SJ
2os.2;
l 7 284,75S filJ$l TINO,C' I
l:OR V 1.AX2
Ji
CYCLONE.
:>S,JIL::itvUUTH STAINLESS STEEL
CYCLOKE
5. ;203;547
CYCLONF CiASFT FT.Smidlh
C7(l:r9(;.
5 174,.JOS
l:.:\
78.40
GSK'l',C'llf"IU - J:g.75 L>UROt>.UTER
R\!
75-0
R\.'75 \t!TON
L>.FLS?l.UDTH
CYCLOKE
6 ;20.;;;.:1s
CYCLONR frA5KF..T FT.f..n1i< ll1 C7
1:9(;.
4 Q42,50S
l:.A
61.25
(i:)KT,C7f79U 1/4'. 75 DL:ROf.tETER
R\ ?5-C
\t!TON
RV75
CJLS'1Jl)IH
'7 S203 549
Fl.$midtl1
CYCLOl'E
CYCLONE FLAT
C12.S-2 S.S S:!
067.00S
49.00
Fl.AT
V.'AS!lf.:lt.6$\ l6L
\
V
A
S
H
E
R
.
C
'
.
7
2

""

6
5
2
SS.FLSM IDTH
K ');,),11'\'i'i'i(J
CiUOl't:
CYCLONE GASKET
"" FLSmidth
C707 GFA
21,2':1
I 5)(1.48$
GSKT,C7079(",-.
1/8', 7:S T>\;R(>M t;; I C)<
R\.'75-A
RV75VlTON
1\ l'l.$MIDTll
9 520'.' 551
UlAl'K BLANK GAS'<. ET
J:S",
FJ.Smidth
C?07 G- FA
78.40
l
332.80$ GSKi.C7)7QQ. 7 VL.ROf.U.:11.:R
R\.'75-J
R\.'75VlTON
.I.Fl SITT>Tll
10 52035.SS?
ULAl'\l<
OlANK G.\SKET FLSm1dth
i;..-.
C707-JG
17
61.25
l (11.45$
GSKT.C'i'079G. 1/4'75
T>C'R()Ml.Tf R
R\.'75-H R\.'75VJTON
TT Fl.St-..frf>Tl l

"

"

5203.SS.53
BL,-..1\K
ULANK GASKET
FLSmidth
C?079G 17
11,28
3"15.7('>
"
GSKT.C'i'O'J?CT
I:'&' 15 T>
:ROf>..fP.TFf<
R\.'15-l.: R\.'75Vil'ON
F..FT.S,OOT11
12 52035555
l\r.F.f>tR
:)\VAO!.:.LOK SS Swa;;clok
SS..SCTHFS
F.A
!6<.9$
47. t.
VLVSS 8(H' JFS
S(it;t-8.$\VA<.i
El.OK
13 52035556
GAOOR
$\\'1\ 0 .LOK SSSw,igdok
4
SSEA
358,6?
I 43.i,6 VLV.SS- !PNBG112-FR
l'iPi\I UG:1ll2
6P>fi0112
FS
JIS.SV.'AGELO
K
14 1101.51139
INl.fi';\IJ{ lNLCT AlR l;lLTER. Atlm.Copca
1622 7SS7 0
F.A
6
S\l.<:f
$J'l J6$
FLTR.1622 DRY PAPER.
18117
UOlll.N<.i: PAO GI 30.
0-0.ALnAS
LTFETl).f
I
COPm 4\ :)1)1!1{$J' ) lfi:?2
?88700
15 51000810
RXT>
R()T0X1i:NI> I>UT'r'
Afas
Cop,o
290 1 1701 00
CAN
6
SI0.97
4 SGS
82.S.
FLlJ ID(RXD
OIL.20L.2901
OIL 20
lACTS LEGAL
'
uNT
11()1
L).29"JI 1701
DE 0
"'"

16
00,Al.TI,AS 00.AtTJ ASCOlOO
<.:OPCO

A RT 1

T
'
1
4101540
f2401.
O,TF.R}"l('i)
XTT.2901
00 1961
All:iCtVJ"'()
s f I 6
1.....41 IIFLTR
112.KIT.290l
t
Ptlge l llf '
I
I\.

Contract
Title:Supply of
Spare parts for
Cydone&Ait
Compressor
(lr.aq)
Co ntr
9
SCHEDUL
act
E3
re
f N"
Total
l\hmur: )
UY;J.S..801S
ft1at
:-lute
pricc.1
l
1961
00,ALTI.AS 1r.11.1 fl1n 14
crfal
COPCO
UU.A.L
161
EA I
B.
2J.6
NONRF>Tlf. Atlas
'\fv.16
ILAf>
1 20155
9{)
900
68
SS
1.! ms N
01
01,ALTL VALV!GLJ.
7
Cop.:o
9005
l\l::i$
2'111}
1r\
1
LU'
1 41015 SlAL

2,1 S16,
::il.:.ALK.ll.2 C<>p;;o 19'! (1(1
XI
8 441
\I
7 S
SF
.
T,2901 9tll
I
1955
1955
00,.AI.TL:\S
T<it:Al uriccfiocludcd 11JJ Taxes $Ud kc.sl 242
- All prices provided upon delivery terms and conditions specified in the
Contract and included all
Taxes and fees.
l\f:tttel'bl

CONTRACTS LEGAL

DE.PA RTM.-NT

1 1 JUN ZOl5
,2 12

Contr<ict Ti tle:Supply of Sp:itc J)tlrt.s for

CVclone&Air Comprt'S$or (lrqJ
SCHEDUlE---- ---C'!!o!!n!l@"c"t!r:e,,,,
,C:cV::1.:;:':8::0::1:,5::-:0:::4::,9:_
_
SCHEOULE
4
TAXES
J. DEFINITIONS
l.l "Tax" or "Taxes" means any form of taxation, levy, duty,
charge.contri bution or withhol ding or whatever nature (including
without limitation, income, value added, excise, crntoms duties,
tarifs, stamp, transfer, property, occupancy, use, real estate,
sales, payroll, gai ns, gross receipts, withholding, franchise taxes
and any other similar fiscal payme.ms that may replace or append
the existing ones) together with any related fine, penally, surcharge
or i nterest imposed i n con nection with such taxes, levies, duties,
charges, comributions or withholdings, collected or a%essed by, or
payable to,any Tax Authority.
l.2 "Ta x Authority" means any government,state or municipali ty or any
local, state, federal or other authority, body or ofcial anywhere in
the world exercising a fisca l, revenue, customs or excise function (i
ncluding, without limitation, the Iraq i General Commission for Taxes).
1.3 "Ta x Lu w" means any Jaw for the time being i n force i n so far as
it relates to or is connected with Tax and law for these purposes shall
be treated as i ncluding t11e prevailing practice of the relevant Tax
Authority.
2. SELLER'STAX RESPO:-<srnrLITlES
2.I The a.rnounlS payable to the Seller in accordance wi th this Contract
shal l include any and a ll Taxes for wh ich the Seller or, as the case
may be, the Purchaser is l iable i n accordance with applicable Law.
Where the Purchaser has an obligation to deduct or withhold Tax i n
respect of any pay ment due to the Seller, the provisions of J\rticlc 3
shall apply.
2.2
The Seller shal l be responsible for and pay any and all Taxes
assessed on it arisuig as a result of or in connection wi t11:

a) the perfonmmce or execution of the Contract or any income

earned by the Seller under the Contract or otherwise;
b) any wages, salaries or other remuneration paid to persons
engaged or employed, or deemed engaged or employed, by the
Seller;
c) m1y wages, salaries or other rem uneration paid to its subcontractors; or
d) any wages, salaries or other remuneration paid by its
subcontractors to any persons engaged or employed, or deemed
engaged or employed , by its subcontractors.
2.3
The Seller declares it is aware of the Tax Laws of the. Republ ic
of Iraq and agrees tJiat it will comply with its Tax obligations im
posed pursuant to such Tax La ws in a timely and accurate manner
and, if required, the Seller will, inter alia:
a) register with the Tax Authority in Iraq; and
b) provide evidence of such registration and the registration num btfi!!OrJ:ll!
i1tl
!lf.!_
[.iEE<GirAiriLLI
DEPARTMP.NT
11 JUN 2015

!_-------'-'

SCMEOUl.E 4

"""

Contr:lct
Titlf!:Supply of
Spare partsfor
Cydon.e&Air
Compressor
(Iraq)
Contra( \ ref. N!!
CYlS801S0149

2.4
The Sel l er shall procure that any subcontractor or any other
person employed, deemed to be employed or provid ing Services
under or i n connection with the Concract shall comply with their
respective Tax obligations under the Tax Laws of the Republic of Iraq.
3. DEDU CTIONS A ND WlTHHO LDI.NGS
3.1
Where, under the provisio ns of the relevant Tax Laws, che
Purchaser is required to deduce or withhold any amou m (whether
as an amount of Tax, an amount in respect of Tax or an amount on
account of Tax) frorn any payment it is req ui red to make to che

Seller (including any advance payments), the Purchaser shall deduct

or wi thhold from any arno\11\1 pa id pursuant co the Contract an
amount equal to that required by the relevant Tax Laws to be
deducted or withheld.
3.2
Where any such deduction or withholding is made by the
Purchaser in accordance with Article 3. 1 , the amount deducted or
withheld by the Purchaser shal l, subject to the provisions of this
Article 3, be treated for the purpose:; of the Contract as being having
been paid to the Seller.
3.3
Where the Purchaser ma kes any such deduction or withholdi ng
it shall, upon the Seller's request, provide the Seller with a written
receipt in respect of such deduction or withholding and the
Purchaser shall otherwise deal with any amount so ded ucted or
withheld i n accordance wi th the appl icable Tax Laws.
3.4
Where the l'urchaser has failed to withhold or deduce amounts in
accordance wi th the relevant Tax Laws from any payment to the
Seller where it. transpires for whatever reason it should have made
such a deduction or withholding, i t may (at its option):
a) request. in writing that the Seller reimburse such amount of the
payment chat should have been deducted or wi Utheld by the
Purchaser, in which case the Seller shall reimburse the Purchaser
within ten ( I 0) c.alenda r days of rcceipl of such written notice: or
b) deduct from any fiirthcr amounts due to the Seller i n accordance
with thi s Comract the amount of the deduction or withhold ing il
was required to have made i n relation to any previous rayment
(for t he avoidance of doubt (i) such right to deduct or withhold is
in addition lo the right to mak.c a deduction or withholding from
payments due to t he Seller pursuant to Article
3.1 and (i i) the Purchaser shall, upon the Seller's request, provide
written recei pt to U1e Seller setting om the details of the
deduction or withholdings made in accordance with Article 3.3).
3.5
Where the Seller claims either to be exempt from any deduction
or w i tbhold irig or to be entitled to a payment of the amount
withheld or deducted by the Purchaser. it shall inform the Purchaser
in writing and shall provide all necessary documentation and
information requ ired by the relevant Tax Laws (including a
certificate of exemption from the relevant Tax Authority) lo enable
the Purchaser to, respectively, pay any mnount of the Contract Price
without deduction or withhold ing, or to pay the clement of Che
Contract 1'1ice deducted or withheld to the Seller, provided that the
Purchaser shall have no obligation to make a paymen t of the

amount deducted or withheld by i t, pursuant to Tax I.aw, tO the

extent it has made a pay ment in respect of such amounts to the
relevant Tax Authority (and i n such a case A11iclc 3.7 shall apply).
3.6
The Purchaser may act on any information provided lo it
pursuant to A rticle 3.5 at its discretion and shall not be l iable to
the Seller or any other person or body i n the event that the
Purchaser applies the deduction or with.holdir1g according to the
relevant Tax L CONTRACTS LEGAL
DEPA lf'TJ'.A' NT
P 2 of 4
Contrfst
intt.Suppty of
S.rt Pit1S for
SCHEOUL4
Cyctotw&.Alr
Compressor Or.Ml)
CO!'!tf!tl rgt. HIC'f
JS-IOLS-0149
3.7 Where the Seller is entitled to a refund of any Tax paid to the
rclc,ant l ax Authority by the Purchaser in respect of amount.s pt1id
under the Contract, the Purchaser and the Seller ;;hall co operate in
seeking a refund from the Tax A uthority. The Seller shall pay 10
rhe Purchaser an amount equal to the Purchaser's rca>onable costs
incurred i n seeking uny such refund on the Seller's behalf.
4. PU L{CHASER'S TAX Nl)f.;;\lNlTY
4.1
The Seller hereby agrees to pay (within 10 days of written
notice), by way of indemnity, to the Purchaser an amount equal
to:
a) any liability for Tax assc&.cd or imposed on the Purchaser
where wch I ix arises a;; a result of or in connection with an) of
the obligalions, paymenL or actions rcforred to in Article 2.2
(a) to (c);
b) any liability for Tax assessed or imposed on the Purchaser
which arise as a result of or in connection with a Tru. l iabil ity
of the Seller, its subcontrac1ors or any person employed hy 1hc
Seller or its subcontractor;; having nol been paid by the due
dale or in ;1ccordance with the proper procedures imposed by
Tax I.aw;
c) all costs and expen;;es incurred by the l'urchaser i n dealing w i
th the assessment or im posi tion of any Tax wh ich is i ndcnmificd
pursuant to thi;; Article and all costs and expenses arising from
pursuing an i ndem nit}' cla im under this Article.

4.2

The indemnity above shall not apply to the exten t that:

a) such Tax ha-; been taken into account as a deduction or

withholding by the Purchaser when making payment'\ to the
Seller in accordance with this Contract:
b) the Seller has reimbursed the Purchaser pursuant to a wriucn
request made pursuant to Article 3.4 (a); or
c) the Purchaser has made recovery pursuant 10 the tights of
set of ct out above pursuant to Article 3.4 (b).
5. GROSS UP OF PURCliAS!!;l{'S IN DEM NITY PA v:wRNTS
5.1
All payments made by the Seller pursuant to any i ndemnity
given by the Seller or any payment oC liquidated damages made
by the Seller pursuant to this Contract shall be made gross. free
of any right of counterclaim or set of and without deduction or
withholding of any k ind other than any deduction or withholding
required b) I.aw.
5.2
If the Seller makes a deduct ion or ' ithholding required by
Law fi'om any indemnity payment or any pa) mcnt of liquidated
da mages under the Contract. the sum due from tlic Seller
shall be increased to the extent necessal) to ensure 1hat, after
the mak ing of any deduction or withholdi ng, the Purchaser
receives a sum equal to the sum it would have rccci \ed had
no deduction or withholding been made.
5.3
l f a pay
ment under any inde111n i 1y or any paymenl of l iquidated damages
under 1hc Comract wi ll be or h<ts been subject to Tax. the Seller
slwll pay to the Purch ,_,. '
"
ing into
account Tm' payable in respect or the amount) that wi l l
ensu f lilij l}{\
e t iv;s
and retains a net sum equal to the sum it wou ld have
received had th paymtr n.RJtfall subjec to Tax.

6. PROVISION 0.1'
L'll.l'ORMATION

SCHE
DULE
4

C9ntrct Titl:Supply of Spafe

patt$ fof
Cy<;lonc&Air

Compr<inor (Iraq)
Contract ref. N2

Y-U...S01S0149

6.1
The Seller and the Purchaser shall provide or procure the
provision to each other of such i nformation and a%istance as each
may reasonably require to comply with their respective Tax
obligations (including the Purchaser's Tax obligations in relation to its
obligat ions to deduct or wi thhold any amounts from payments due
to the Seller under the Contract and the Purchaser's obligations to
prepare any Tax returns).

CONTRACTSLEGAL
DBPA.'R'T'M NT

1 1 JUN 2015

SCHEOOl.f 6

Contract r rtlt:
S1.1pply of Spare
parts for
Cydone&AirCo
mpressor
(Iraq)
Contrac1tef.
N12 CYLS801S0149

SCHEDULE 6
FORM OF PER f'ORMANCE ROND
PEllFORMA 'ICE BO!\I> (BAJ\ K Gl!ARAl\Tlili)
U ncood iliona l and
irrevocable To: LUKOIL tvUD-EAST LIM ITED
Guarantee Ni?
We are informed that LUKOIL tvUD-EAST LIMITED hereinatler referred w
as the ''Purchaser") and (] (hereinafter referred to as the "Seller'') ha
ve entered into a Contract N2. lj dated [lfor 1he sum of [) for ()
(hereinafter called the ''Contract''), and that under the Contrnct the
Seller has to procure a
performance bond in a Corm of unconditional and irre.vocable bank
guarantee in favour of the Purchaser.
Accord ingly at the nx1uest of the Seller we, I' I (hercina tlcr called the
"Guarantor"), hereby provide you with an unconditional itTevocable
guarantee for the amount not exceeding, in aggregate, lj ( (
...amount in words...]) US Dollars (hereinafter called the "Guarantee
Amoun t") and ilTevocably guarantee payment lo the Purchaser of an
amount not exceedi ng Guarantee Amount on Purchaser's
demand, in the event of the Seller failing to fulfil any of its ohligations
under the Contract, on the following terms.
We hereby agree that no amendments or supplements or other
revisions io the Contract or :111y otncr contractual documents made by
you and the Seller relieve us from responsi bilities under this
Guarantee. and we hereby waive the right to be notified of such
amendments, supplements or revisions.

Guarantor undenakes to pay to the Purchaser within 3 (three) banki ng

days UJ> to the Guarantee
/\mount upon receipt of your first written demand, quoting the above
Guarantee number, stating that the Seller has foiled to fulfil its
obligations under the Contract. Such demand will be accepted by us as
conclusive evidence that such sum is due to you. In the event that you
state in your demand lhat it concerns only a pa11ial payment under
this Guarnmee, this Guarantee wi l l conti nue in force for the balance.
TI1is Guarantee will remain valid and i n force ur until the [90th (ninet
ieth)) day following the day of com pletion of Seller's obligations under
the Contract or early term i nation of t his Contract, whichever comes
tirst (the "'Expiry Date").
In no cases this Guarantee shall expire earlier than [].
Aller the Expiry Date this Guarantee wi ll be considered null and void
and the original of this Guarantee should be returned to us, although
this Guarantee will be considered null a
v>
he
Expil)' Dace, i rrespective of whether the
CONTRACTS
LEGAL
DF.Pf
" "r."'T
original is returned. This Guarantee is not
11 JUN 1015
transferable or assignable.

'----- -

SCHEDULE 6

Cont!Jct Tjt!s: Supply

of Spare P"'rts for
cyclone&Air
Compressor
(Iraq)
Contract ref.
N9
CY1S801SOl49

This Guarantee is subject to che t ni fonn Rules for Demand G uaranlccs, ICC,
and Pu blicalion ;'fo 758.
This Guarantee shall be governed by and construed in accordance with
English Law and International Chamber of Commerce Court of
Arbitration i n Paris, France, shal l have exclusive jurisdiclion to settle
any dispute arising out of or i n connection with th is Guaramee.
The arbitration shall be conducted in the English language and in
accord<U1Ce wiLh the rules and procedures of the International
Chamber of Commerce Court of Arbitrat ion by the. sole arbi trator. The
arbitration award shall be final and binding and there shall he no appeal
there from to any court.
We confirm our registered and principal ofce in [j for the service
of any nociccs ot process is situaced at [].All correspondence m ust
quote t he above Guarantee number.

(Guarantor's signalure)

(Ilank name)

(Address)

CONTRACTS LEGAL
DFl>"o,....,._. .,llloi1T
1 1 JUN Z015

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