TERMS & CONDITIONS OF LTT PURCHASE ORDER

DEFINITIONS :

The following definitions shall be utilized for the enclosed Purchase Order. These definitions, the terms and conditions set forth below, and all other attachments hereto, and the Purchase Order form to which they are attached shall collectively be hereinafter referred to as “PURCHASE ORDER”.

1. “PURCHASER (or Purchaser), OWNER (or Owner) or COMPANY (or Company)” means Libya Telecom & Technology “LTT”
2. CONTRACTOR, VENDOR or SUPPLIER (or Contractor, Vendor or Supplier)” shall mean the Vendor selling products pursuant to this agreement.
3. “Party” means Purchaser or Supplier and “Parties” means both of them.
4. “Sub-supplier” means a sub-order manufacturer or other party that Supplier contracts within connection with this PO.
5. “Products” means equipment, parts, goods and commodities which are listed in the body of the Agreement, and which may include some ancillary services associated therewith.
6. “Negligence” shall mean any act (whether sole, joint or concurrent) by any person or entity which was in reckless disregard of, or in wanton indifference to, any harmful consequences which may be directly or indirectly caused by such act or omission.

AGREEMENT:

1. This Purchase Order, together with all documents attached and/or incorporated by reference, forms the entire agreement between the parties, and all prior negotiations, proposals, and/or writings in any way related to this Purchase Order are superseded by this PURCHASE ORDER. Any references to Supplier's quotation, bid document, or proposal are for information or clarification purposes only, and do not constitute acceptance of any term, condition or instruction contained in any such document.
2. No terms and conditions stated in or attached to Supplier's communications to Purchaser, including, but not limited to, acknowledgments or invoices, are applicable to this PURCHASE ORDER in any way, and are not to be considered Supplier's exceptions to the provisions of this PURCHASE ORDER.
3. earlier Trade custom, trade usage, and past performance are superseded by this PURCHASE ORDER and shall not be used to interpret this PURCHASE ORDER.
4. Anything that may be called for in the specifications and not shown on the drawings or shown on the drawings and not called for in the specifications, shall be considered to be called for on both. In the event of any ambiguities, express conflicts, or discrepancies in the PURCHASE ORDER or the specifications, drawings, or other documents, which are a part of this PURCHASE ORDER, Supplier shall immediately notify Purchaser and shall comply with the written instructions of Purchaser to resolve the matter. Any item required by any portion of this PURCHASE ORDER including, but not limited to, purchase description, specifications, drawings, timely delivery of goods and timely performance of services, is a material part of the required performance of Supplier under this PURCHASE ORDER, even if such item is not required by other portions of this PURCHASE ORDER. If these Terms and Conditions conflict with the Special Terms on the purchase order form, the Special Terms shall prevail.

ACCEPTANCE :

This PURCHASE ORDER becomes an enforceable agreement of Supplier and Purchaser upon the first occurrence of any of the following events: Supplier signs and returns an acceptance copy of the PURCHASE ORDER; or Supplier acknowledges acceptance of this PURCHASE ORDER in any other manner; or Supplier begins to execute the PURCHASE ORDER.

PERFORMANCE :

1. All Products furnished in performance of this Agreement are to be in accordance with the specifications and exhibits attached to the PURCHASE ORDER, if any, and the standards prescribed by applicable laws and regulations. Substitutions, changes, or delays are not accepted unless approved in writing in advance by an authorized Purchaser representative.
2. Supplier agrees to perform as follows during the performance of this Agreement.
   1. A copy of Purchaser’s special agreement clauses, specifications, drawings, delivery requirements, and any other information from Purchaser pertinent to properly fulfilling Purchaser’s order shall be forwarded by Supplier to each of Supplier’s or Sub-suppliers’ plants as appropriate, and these documents shall be made a part of Supplier’s order on Supplier’s or Sub-supplier’s plant. Supplier’s paraphrasing Purchaser’s documents is not a satisfactory substitute for this order and shall not be considered.
   2. Supplier will follow with each of Suppliers’ sub-orders, including those at Sub-suppliers’ plants, at frequent intervals and keep Purchaser informed at least twice monthly as to progress and required versus scheduled completion dates of drawings and fabrication.
   3. If, during progress of Supplier’s sub-order(s), one or more is evidently going to delay Supplier’s delivery to Purchaser beyond required date(s), Supplier shall immediately perform expediting to restore the schedule and keep Purchaser closely advised. Should Purchaser desire to expedite an order(s), Supplier will make the necessary arrangements for Purchaser representative to be promptly provided with from one to five un-priced copies of Supplier’s order(s), including without limitation specifications and drawings. Supplier shall also arrange for Purchaser’s representative to participate in expediting the order(s) at Supplier’s plant(s) and office(s) and/or those of the Sub-supplier as necessary in the opinion of an authorized Purchaser representative.

CHANGES:

1. Purchaser shall have the right to make written changes to the specifications, drawings and quantities for goods and/or related services covered by this Purchase Order. If Supplier believes that such changes affect the price or delivery date for such goods and/or related services, Supplier shall notify Purchaser in writing (with complete supporting documentation) within two (2) calendar days after receipt of Purchaser's written notice of change. Any request for adjustment of price or delivery will be waived for all purposes by Supplier unless written notice of such request is made within two (2) calendar days after receipt of Purchaser's written notice of change. However, Supplier shall not perform any change until released in writing by Purchaser.
2. Purchaser and Supplier shall mutually agree in writing upon any adjustment pursuant to Article 5.1 to reflect the extent, if any, that such change has resulted in an increase or decrease in the price and/or a delay or acceleration of the delivery date. Supplier shall not suspend performance of the unaffected portion of this PURCHASE ORDER while Purchaser and Supplier are in the process of making any such change. If released in writing by Purchaser, Supplier shall comply with and perform such change in accordance with the terms of this Purchase Order during the time Supplier and Purchaser require to agree mutually upon an equitable adjustment.
3. No substitutions shall be made in this PURCHASE ORDER without the prior written authorization of Purchaser. No agreement or understanding modifying the conditions or terms of this PURCHASE ORDER shall be binding upon Purchaser nor will extra compensation be paid by Purchaser unless the agreement or understanding is made in writing.

PRICES, PAYMENT AND TAXES

1. The prices, rates, lump sums, and currencies indicated on this PURCHASE ORDER are firm and not subject to escalation, variation or addition. They include all applicable taxes according to the prevailing laws of the countries having jurisdiction over the PURCHASE ORDER.
2. Purchaser shall pay the purchase price within the terms stated in the PURCHASE ORDER, after goods are received subject to Purchaser’s receipt of a proper invoice. Unless stated otherwise on the face of the PURCHASE ORDER, payment is due 60 days after receipt of the goods, or a proper invoice, whichever is later.
3. The vendor shall supply Purchaser with one original and three copies of each commercial invoice, on which the bank references and account number shall be specified. All commercial invoices shall be submitted with their relevant delivery receipts or tickets, attachments, job tickets, etc...
4. In the case of a PURCHASE ORDER, such supporting documents must evidence the delivery of the goods, materials or equipment (hereinafter referred to as “the goods”) at their point of delivery, by the Purchaser designated Representative.
5. The commercial invoices shall be submitted to:

Libya Telecom & Technology Company Procurement and Contracts Department
Att: Procurement Section Head
AbuSetta District, Alfourosia Arena, Souqe Aljomaa
P.O. Box 91612
Ph: +218 21 340 0020-36
TRIPOLI, LIBYA

6. If Purchaser disputes part or all of a commercial invoice, Purchaser shall return such invoice to the Vendor with a written notice specifying the reason thereof. The Vendor shall then issue a new invoice either corrected to Purchaser’s satisfaction or covering its undisputed portion.
7. The payment of any commercial invoice shall not deprive Purchaser from its right to contest in writing, any irregularity or raise any claim relevant to the concerned goods or services.
8. ALL PURCHASE ORDER related taxes shall be paid by Vendor.

INSPECTION AND GUARANTEE:

1. Purchaser shall have the right to expedite, inspect, and/or witness any tests of Supplier of goods provided or to be provided by Supplier. Purchaser shall be granted reasonable access to all portions of the Supplier’s facilities or Supplier’s sub-supplier facilities, which are related to or involved with the manufacturing, or processing of this PURCHASE ORDER.
2. Purchaser’s expediting, inspection or witnessing of testing, or lack of inspection or witnessing of testing, or lack of response shall in no way release the Supplier from any obligations related to this PURCHASE ORDER.
3. Purchaser reserves the right to review and approve Supplier’s Quality Assurance and Quality Control Procedures.
4. Supplier and/or Supplier’s sub-supplier(s) will notify Purchaser at least five (5) calendar days in advance of the date any inspection or test is to be made. If for any reason the inspection should be delayed, Supplier shall immediately notify Purchaser.
5. NO GOODS SHALL BE SHIPPED BY SUPPLIER ON THIS PURCHASE ORDER WITHOUT A FINAL INSPECTION BY PURCHASER OR A WRITTEN WAIVER OF INSPECTION BY PURCHASER. VIOLATION OF THIS REQUIREMENT SHALL CONSTITUTE A MATERIAL BREACH OF THIS PURCHASR ORDER.
6. Without prejudice to any other of its rights pursuant to law or otherwise, Purchaser reserves the right to reject any goods that are not in accordance with the specification of the PURCHASE ORDER. At Purchaser option, the Vendor shall promptly repair or replace at its own cost and expense any goods that found defective during the inspection and warranty period.
7. The Vendor guarantees that the goods are brand new and conform to the specifications of the PURCHASE ORDER and warrants such goods are free from defects for a period of 12 months from the date of delivery.

LIQUIDATED DAMAGES:

1. The Supplier shall accept in the event of delay in the delivery of equipment (materials) and submission of documentation indicated in the PURCHASE ORDER, a penalty of 2% (two per cent) per week or fraction thereof up to a maximum of 10% (ten percent) of the Total PURCHASE ORDER PRICE, without regard if it concerns one or various delayed deliveries and/or submission of the required final documentation.
2. When Liquidated Damage maximum percentage is reached and Vendor did not manage to deliver or rectify its faults for the Purchase Order, Purchaser shall have the right to cancel the PURCHASE ORDER without any compensation paid to the Vendor and, as the case may arise, call the bank to cancel the LC, if any, relevant to such PURCHASE ORDER.
3. When required by Purchaser, a bank guarantee or a certified cheque equal to 10% (Ten percent) of the total amount of the PURCHASE ORDER shall be provided by the Vendor and maintained valid until the end of warrantee/guarantee period (if applicable) and\or full delivery of the goods or the completion of the services.

LIABILITY, LIENS & CLAIMS

1. The Vendor shall be liable for any loss or damage incurred by Purchaser due to Vendor’s noncompliance with the terms and conditions of the PURCHASE ORDER and for any property damage a personnel injury or death suffered by Purchaser, its affiliates, and their employees’ representative and agents arising out of or related to the Vendor’s performance or non-performance of the PURCHASE ORDER.
2. The Vendor shall not, however, be liable for any consequential loss or damage incurred by Purchaser unless such consequential loss or damage is due to the Vendor’s willful misconduct or gross negligence.
3. The Vendor hereby defends, indemnifies and holds Purchaser harmless from and against the loss, damage injury or death referred to in the above paragraph and against all liens, claims and all costs, damages and expenses incidental thereto that arise out of or are related to the goods or services.

SHIPMENT:

Partial shipments are not allowed unless expressly stated in this PURCHASE ORDER. Partial shipments must be accompanied by identifying documents, but such shipments shall not be interpreted to make the obligations of Supplier severable. No charge will be allowed for packing, shipment, or handling unless expressly stated in this PURCHASE ORDER. Supplier shall pay for damaged goods resulting from improper packing or marking. Itemized packing lists must accompany each shipment. Purchaser's count will be accepted as final and conclusive on shipments not accompanied by Supplier's itemized packing list.

TERMINATION UPON DEFAULT BY SUPPLIER:

1. Purchaser may terminate this PURCHASE ORDER by written notice to Supplier upon the occurrence of any of the following events:
   1. Supplier files for bankruptcy or an involuntary bankruptcy proceeding is commenced against Supplier; or
   2. Supplier makes a general assignment for the benefit of its creditors; or
   3. If any receiver is appointed for Supplier’s business; or
   4. Supplier is in default of any provision or requirement of this PURCHASE ORDER
2. Termination by Purchaser under Article 12.1 does not in any way prejudice any other rights or remedies which Purchaser may have.
3. Upon termination, Purchaser may complete the performance of this PURCHASE ORDER by any reasonable means, and Supplier shall be responsible for any additional costs incurred by Purchaser in accomplishing this completion. Upon request by Purchaser, Supplier will deliver or assign to Purchaser any work in progress at the time of termination provided that Supplier’s liability under this clause shall not exceed the price of the defaulted item.
4. Purchaser may retain any monies owed to Supplier for work completed prior to termination of this PURCHASE ORDER to offset anticipated additional expenses incurred in completion of performance or other damages incurred by Purchaser as a result of Supplier's default.
5. Purchaser may choose to waive any default by Supplier without relinquishing the right to enforce Article 12 in the case of later defaults by Supplier.

TERMINATION FOR PURCHASER’S CONVENIENCE

1. At any time, Purchaser may terminate for its convenience all or any separable part of this PURCHASE ORDER by giving written notice to Supplier. On the date notice of such termination is received by Supplier, Supplier shall: discontinue all work so terminated, shall place no additional orders, and shall preserve and protect materials on hand purchased for or committed to this PURCHASE ORDER, work in progress, and completed work both in Supplier's and in its sub-supplier plants pending Purchaser's written instructions, and shall dispose of same in accordance with Purchaser's written instructions.

SUSPENSION OF THE PURCHASE ORDER

1. Purchaser shall have the right to temporarily suspend in whole or in part, the PURCHASE ORDER at any time and without implication of definitive termination, by means of written notification to the SUPPLIER, in which the effective date of the suspension is specified and expected date of resumption of the Purchase Order work is indicated.
2. Early Termination due to Force Majeure.

CANCELLATION

The Vendor or the Purchaser may terminate the Agreement in the event that:

1. The other party is in breach of a condition of the Purchase Order; or
2. The other party becoming bankrupt or making a composition or arrangement with its creditors or a winding– up order being made or (except for the purposes of amalgamation or reconstruction) a resolution for its voluntary winding-up being passed or a provisional Liquidator, Receiver, Administrator or Manager of its business or undertaking being appointed or presenting a petition or having a petition presented applying for an administration order to be made pursuant to Section 9 Insolvency Act 1986, or possession being taken by or on behalf of the holders of any debenture secured by a Floating Charge of any property comprised in or subject to the Floating Charge, or any equivalent act or thing being done or suffered under any applicable law,

In such an event, the only remaining commitment will be for the PURCHASER to pay for GOODS already delivered by the VENDOR but not yet paid for.

FORCE MAJEURE

1. Cases of Force Majeure
   1. For the purpose of this PURCHASE ORDER, the expression FORCE MAJEURE shall mean any circumstances or events so listed in Paragraph 15.1.2 below or of a like kind beyond the reasonable control and contemplation of the PARTY affected which prevent or impede the due performance of the PURCHASE ORDER, being circumstances or events, which could not have been prevented or avoided by the exercise of due diligence, prudence or the adoption of all precautions.
      Save as specifically mentioned in Paragraph 15.1.2 below, weather conditions shall not constitute FORCE MAJEURE. The shortage of labour, materials or other resources shall not constitute FORCE MAJEURE unless caused by circumstances which are themselves FORCE MAJEURE.

   Force majeure shall be any cause beyond the reasonable control of the Parties concerned, including, but not limited to, Acts of God, lockouts, fires, riots and acts of war, etc...

   2. The PARTIES shall be relieved from liability under the PURCHASE ORDER to the extent that owing to any circumstance or event of FROCE MAJEURE, they have failed to comply with their respective obligations under the PURCHASE ORDER. PURCHASER and VENDOR shall be liable for and bear all of its costs, expenses, losses and damages suffered and incurred as a result of a circumstance or event of FORCE MAJEURE.
   3. In the event VENDOR should be delayed in the completion of the job by reason of FORCE MAJEURE, the time within which the work is to be completed under the PURCHASE ORDER shall be extended for the period corresponding to such delay.
2. Notification of Case of Force Majeure
   1. The occurrence of a case of FORCE MAJEURE shall immediately be notified by PURCHASER or VENDOR in writing together with an estimate of the possible delay in the execution of the work.
   2. The Parties shall diligently do all that is reasonably possible to remove or repair the effects of FORCE MAJEURE and shall resume the performance as soon as possible thereafter.
3. No Claims for Damages due to FORCE MAJEURE
   1. The occurrence of a Force Majeure cause shall not entitle VENDOR to any indemnification whatsoever from PURCHASER for damages suffered by its means and its facilities and/or for the interruption of the Work and the relevant stand-by.
   2. Likewise, Purchaser shall not debit Vendor with any charge for the delay consequently occurring with regard to Purchaser’s PROGRAMMES.
   3. However, the parties shall agree on any financial consequences, if the VENDOR incurred substantially increased costs in respect of additional travelling expenses, or any cost related to suspension of works.
4. Suspension and/or Termination of the PURCHASE ORDER due to FORCE MAJEURE.
   All causes of FORCE MAJEURE shall suspend the obligations of the PARTIES but shall not affect the validity of the PURCHASE ORDER. Only in case the above-mentioned causes should extend for more than 90 (Ninety) days, PURCHASER shall have the right to terminate the PURCHASE ORDER by giving (Fifteen) 15 days' written notice. In such a case, PURCHASER shall pay VENDOR for the WORK already performed prior to the PURCHASE ORDER termination date, at the rates and conditions set forth in the PURCHASE ORDER.
   Partial Suspension due to FORCE MAJEURE Vendor shall, if PURCHASER instructed, continue executing part/ parts of the WORK that are not affected by FORCE MAJEURE event (i.e. Engineering, Fabrication).

TITLE

Supplier warrants full and unrestricted title to Purchaser for all goods and/or related services furnished by Supplier under this PURCHASE ORDER, free and clear of any and all liens, restrictions, reservations, security interests, and encumbrances. If Purchaser makes progress payments to Supplier under this PURCHASE ORDER, title to the goods and related services shall pass to Purchaser at the time that Supplier identifies the goods to this PURCHASE ORDER. Supplier shall clearly identify the goods (including raw materials and components) as property of Purchaser by visible marking or tagging, and Purchaser shall have the right, at Purchaser's option, to inspect and verify that said goods have been identified as Purchaser's property. Care, custody, and control of such goods remains with the Supplier until such time as Purchaser takes physical possession or otherwise agreed in writing. All shop drawings, patterns, tools (if such tools are useful only to produce the goods ordered), or other items made preparatory to production of any goods purchased under this PURCHASE ORDER are Purchaser's property and upon demand shall be delivered to Purchaser.

RESERVATION OF RIGHTS

Any action by Purchaser with respect to inspection of or payment for the goods and/or related services covered by this PURCHASE ORDER shall not prejudice Purchaser's right to reject non-conforming or defective goods or services, nor be deemed to constitute acceptance by Purchaser of the goods or services, or affect in any way Supplier's obligations under this PURCHASE ORDER notwithstanding Purchaser's opportunity to inspect the goods and/or related services, Purchaser's knowledge of the non-conformity or defect, the importance or critical nature of, or the ease of discovery of the nonconformity or defect, nor Purchaser's earlier failure to reject the goods or services.

WAIVER

No waiver of any right or privilege of Purchaser will occur upon Purchaser's failure to insist on performance of any term, condition, or instruction, or failure to exercise any right or privilege or its waiver of any breach.

HAZARDOUS MATERIALS

Supplier shall notify Purchaser in writing upon acceptance of this PURCHASE ORDER if goods furnished are subject to laws or regulations relating to hazardous or toxic substances; or when disposed of, to regulations governing hazardous wastes, or to any other applicable environmental or safety and health regulations. Supplier shall furnish without limitation all appropriate and required shipping, handling and use certifications, instructions, labeling, lists and goods representations for shipping, safety, handling, exposure and disposal in a form sufficiently clear for use by Purchaser's nontechnical personnel and sufficiently specific to identify all action which the user must take concerning the material. In addition to the above, the following certification MUST be made on the bill of lading: 'This is to certify that the above-named articles are properly classified, described, packaged, marked and labeled and are in proper condition for transportation according to any applicable transportation regulations,'

GOVERNING LAWS AND REGULATIONS

1. The PURCHASE ORDER shall be governed by and interpreted in accordance with the prevailing laws of Libya disregarding any conflict of laws rule which would apply the law of any other jurisdiction to the extent that the laws of Libya are not mandatorily applicable.
2. The Vendor and Purchaser shall finally settle their disputes through arbitration procedures according to the ICC Rules and procedures of Arbitration.
3. The venue of arbitration shall be Paris and the language of Arbitration is English language.