Changes (Contractor versn)

"Change" means any alteration of the Services or the Project whether by way of amendment, omission or addition; "Change Order" means a document executed by Client and Contractor, ordering a Change; 5. CHANGES

5.1 5.2

Client or Contractor may at any time during the performance of the Contract request a Change, the scope of which shall be fully defined and specified in writing. Upon delivery by either party of the request for a Change or Change Order, Contractor shall comment thereon and provide a quotation setting out Contractor proposals for consequent adjustments and amendments to the schedule for completion of the Work. Contractor shall furnish its comments and quotation as soon as practicable. If, in the opinion of Contractor or Client, the requested Change would affect adversely the safety of the Plant or its operators, the Change shall not be made. Following receipt of Contractor cost estimate, the parties shall execute a Change Order authorizing the work and approving the modification, if any, to the manhours required, and the schedule for the performance of the Work. Contractor shall comply with every Change Order. Compliance with a Change Order shall not relieve Contractor of any of its obligations under the Agreement, other than its obligations to execute that part of the Work which is the subject of the Change Order. The Agreement shall be deemed to be amended as necessary to incorporate each Change Order. Contractor may delay the performance of its obligations relating directly or indirectly to the changes requested in a Change Order during the period that a Change Order is under negotiation. In the event that a Change to the Work is not proceeded with, a Change Order may still be issued to reflect any reasonable modification of the Agreement resulting from work required to investigate the potential Change.

5.3 5.4

5.5

5.6

5.7

5.8

Changes (group standard) Changes may include an increase or decrease in the quantity, character, quality, kind of execution of the Work as well as changes to the Contract schedule. Nevertheless, Company has no right to order changes to the work that result in additional work and/or increased costs and/or changes to the [schedule/programme] which cumulatively exceed (either taken as a whole or individually) that which the parties could reasonably have expected when the Contract was entered into.

Changes to the Work shall be ordered through the change order procedure set out at Article [x] If Company issues a request for a change estimate to Contractor, Contractor shall [within [] weeks of receipt of the change order] submit a written estimate containing a description of the effects the relevant change will have on the price, Contract schedule, time of delivery and technical specification. Contractor shall not be obliged to implement the change unless and until Company has responded in writing to Contractors estimate. If the required information cannot be submitted in detail by Contractor (e.g. due to lack of data), Contractor shall have the right to provide interim estimates and to revert to Company when more specific data is available. Company shall respond in writing to Contractor's estimate within [] days of receipt of the estimate, confirming that (a) the estimate is agreed by the issue of a change order; or (b) withdrawing the request for a change estimate; or (c) requesting further consideration by Contractor of the change, in which case the process outline in Article [] above shall apply to such reconsideration until an estimate is agreed. Contractor shall only have an obligation to carry out changes to the work when a change order has been issued by Company. The change order shall clearly state the agreed impact on price, schedule, quality and other parts of the work affected by the change. If the change order is based on Contractors interim estimates only, this shall be stated in the change order and the change order shall allow for adjustment on an agreed basis based on information subsequently provided by Contractor. If in Contractors opinion changes to the Work are ordered by Company without a change order, or caused by Companys breach of Contract or if Contractor believes it is necessary to change or modify the Work, Contractor shall have the right to request a change order. Such a request shall contain the same information as required above. If Company and Contractor cannot agree to the impact of changes to the work or whether there are such changes, Company shall issue a disputed change order. To the extent the parties agree on some of the changes and their impact, this shall be reflected in the disputed change order and Contractor shall receive applicable payments for the agreed changes in accordance with the agreed payments schedule. The changes which are not agreed shall be identified in the disputed change order and only then has the Contractor an obligation to perform the disputed work subject to payment for such disputed work in accordance with article [] below. When Contractor performs disputed work under a disputed change order, Contractor shall invoice Company for costs related to the disputed portion of the work so that Contractor can maintain a neutral cash flow and Company shall settle such invoices within the time periods provided for in Article []. The invoices shall refer to the relevant disputed change order. Contractor shall reimburse

Company within 14 days for any payments made pursuant to this article which in excess of the final agreed or determined cost of the disputed works. If the agreement or determination allows for additional payments to Contractor, Company shall pay such sum to Contractor within 14 days from the time of the final agreement or determination. Contractor is only obliged to perform changes to the work under a change order or disputed change order that has been issued by Company. Company may not issue a change order unless the price and other impacts are agreed and if Company does issue such a change order it creates no work obligations for Contractor. The disputed change orders shall be agreed at the latest prior to the delivery milestone for the work in question. If the parties are unable to reach an agreement before this date, the delivery milestone shall be extended by maximum XX weeks without any liability being imposed on Contractor for late delivery. If the parties are still unable to agree, the matter shall be resolved in accordance with the dispute resolution mechanism of the Contract.

Change Directive qualification: If the EP Contractor is of the opinion that the Performance Guarantees or any other Warranty given by the EP Contractor will be prejudiced by its compliance with the Companys Change Directive.

If the Contractor is of the opinion that compliance with any change order would prevent or prejudice the Contractor from or in fulfilling any of its obligations under the Contract, it shall, before complying with the same, so notify the Owner and shall specify the respects in which it would so be prevented or prejudiced. No change order in respect of which such a notification is given by the Contractor shall become binding unless it is thereafter confirmed by the Owner. If the change order is confirmed by the Owner then the obligations of the Contractor shall thereupon be modified to such extent as the Contractor and the Owner may agree, or, in default of such agreement, as may be reasonable.