PLANT LOCATION CUSTOMER JOB UNIT

KHURAIS SAUDI ARABIA ARAMCO OVERSEAS COMPANY B.V. 032184 00

PROJECT / UNIT
Doc no. 000-ZA-E-0009307
KHURAIS FACILITIES EXPANSION & SATELLITE GOSP

Sh. 1 of 10 Rev. 00

SPECIAL TERMS AND CONDITIONS

FOR PURCHASE ORDER
Khurais Projec



SAUDI ARAMCO Contract Numbers: 6600033894 (OOK) & 6600033895 (IK

01 Issued Zanoni Vizzari Gioia 04 Dec 2014

00 Issued Zanoni Vizzari Gioia 02 Dec 2014
Rev. Description Prepared Checked Approved Date

This document has been prepared by Saipem Spa for Aramco Overseas Company.
It contains information that is Confidential and such information is intended to be for the exclusive use of the individual or entity named above.
It shall be neither shown to third parties nor used for purposes other than those for which it has been disclosed. Page 1 of 10
 PLANT LOCATION CUSTOMER JOB UNIT
KHURAIS SAUDI ARABIA ARAMCO OVERSEAS COMPANY B.V. 032184 00
PROJECT / UNIT
Doc no. 000-ZA-E-0009307
KHURAIS FACILITIES EXPANSION & SATELLITE GOSP

Sh. 2 of 10 Rev. 00

CONTENTS
INDEX

GENERAL INFORMATION 3

PART A - DEFINITION AND INTERPRETATION 4

PART B - SCOPE OF PURCHASE ORDER DOCUMENTS 5

PART C - COMMERCIAL TERMS 6

PART D - SUSPENSION, TERMINATION AND FORCE MAJEURE 6

PART E - RESPONSIBILITIES AND INSURANCE 7

PART F - GENERAL LEGAL PROVISIONS 9

This document has been prepared by Saipem Spa for Aramco Overseas Company.
It contains information that is Confidential and such information is intended to be for the exclusive use of the individual or entity named above.
It shall be neither shown to third parties nor used for purposes other than those for which it has been disclosed. Page 2 of 10
 PLANT LOCATION CUSTOMER JOB UNIT
KHURAIS SAUDI ARABIA ARAMCO OVERSEAS COMPANY B.V. 032184 00
PROJECT / UNIT
Doc no. 000-ZA-E-0009307
KHURAIS FACILITIES EXPANSION & SATELLITE GOSP

Sh. 3 of 10 Rev. 00

GENERAL INFORMATION

These Special Conditions are relevant to the Khurais Area Facilities Expansion and Sat. GOSP
project ( hereinafter referred to as PROJECT ), which consists in the execution of:
Khurais (CPF Expansion)
Mazalji (new Satellite Gosp)
Ain Dar (Pumping Station)
Shedgum (Gas Plant Modifications)
Qurayyah (Sea Water Treatment Plant)

These Special Conditions are part of the PURCHASE ORDER DOCUMENTS. The contents of these
Special Conditions shall be read in conjunction with the General Terms and Conditions for Purchase
Order Documents High Complexity (Saipem document number GTC-COR-MATE-001-E-Rev.07)
(hereinafter referred to as General Terms and Conditions). Should there be any conflict, discrepancy,
inconsistency or ambiguity between the General Terms and Conditions and these Special Conditions,
and unless expressly provided otherwise, priority shall be given to these Special Conditions.

Words and expressions, if not otherwise defined hereunder, have the meaning ascribed to them in the
General Terms and Conditions.

This document has been prepared by Saipem Spa for Aramco Overseas Company.
It contains information that is Confidential and such information is intended to be for the exclusive use of the individual or entity named above.
It shall be neither shown to third parties nor used for purposes other than those for which it has been disclosed. Page 3 of 10
 PLANT LOCATION CUSTOMER JOB UNIT
KHURAIS SAUDI ARABIA ARAMCO OVERSEAS COMPANY B.V. 032184 00
PROJECT / UNIT
Doc no. 000-ZA-E-0009307
KHURAIS FACILITIES EXPANSION & SATELLITE GOSP

Sh. 4 of 10 Rev. 00

PART A - DEFINITION AND INTERPRETATION

1) DEFINITIONS

The following definitions apply in addition or in substitution, as the case may be, of those set out
under Clause 3.1 of the General Terms and Conditions:

COMPANY: means Saudi Arabian Oil Company SAUDI ARAMCO

COMPANY GROUP means COMPANY and all of its AFFILIATES, and their directors, officers,
employees, agents, consultants and representatives, but shall not include any contractor or vendor
engaged by COMPANY nor any of the PURCHASER GROUP or the SUPPLIER GROUP.

COMPANY OTHER PROPERTY means COMPANY's units, systems, structures, plants and
equipment existing separately from the FACILITIES, and any part of the FACILITIES which the work
to be performed under the MAIN CONTRACT has been terminated or which COMPANY assumes
custody and control.

FACILITIES means the structures or items being constructed, installed, or repaired by

PURCHASER pursuant to the MAIN CONTRACT.

MAIN CONTRACT means the Contract entered into between COMPANY and PURCHASER.

PURCHASE ORDER DOCUMENTS: in addition to the provision under Clause 3.1 of the General
Terms and Conditions, the definition of PURCHASE ORDER DOCUMENTS provided in the General
Terms and Conditions shall include these Special Conditions.

This document has been prepared by Saipem Spa for Aramco Overseas Company.
It contains information that is Confidential and such information is intended to be for the exclusive use of the individual or entity named above.
It shall be neither shown to third parties nor used for purposes other than those for which it has been disclosed. Page 4 of 10
 PLANT LOCATION CUSTOMER JOB UNIT
KHURAIS SAUDI ARABIA ARAMCO OVERSEAS COMPANY B.V. 032184 00
PROJECT / UNIT
Doc no. 000-ZA-E-0009307
KHURAIS FACILITIES EXPANSION & SATELLITE GOSP

Sh. 5 of 10 Rev. 00

PART B - SCOPE OF PURCHASE ORDER

DOCUMENTS

1) APPROVAL OF SUPPLIER DOCUMENTS

Clause 8 of the General Terms and Conditions is amended by means of adding the
following provisions:

8.5 All SUPPLIER DOCUMENTS shall meet the quality standards set forth in SAES-A-202.

2) SUPPLIER PERSONNEL AND EQUIPMENT

Clause 13.1 of the General Terms and Conditions is amended by means of adding the following
provision:

13.1 (C) Unless otherwise stated in the PURCHASE ORDER, SUPPLIER shall arrange, at no additional
cost to PURCHASER, any and all required visas or other documentation, transportation, travel and living
accommodation, for any personnel engaged in the performance of its obligations under the PURCHASE
ORDER DOCUMENTS.

3) SUPPLIER'S GENERAL RESPONSIBILITIES AND CHARGES

Clause 15 of the General Terms and Conditions is amended by means of adding the following provisions
:

15.1.12 SUPPLIER shall release, protect, indemnify and hold PURCHASER harmless from any and all
claims arising from or related to any criminal misappropriation or misapplication by any of SUPPLIER's
personnel of any property, whether tangible or intangible, occurring during the course of or in connection
with the performance of the SUPPLY.

15.1.13 SUPPLIER agrees that it will not transmit, disclose, ship, export, or re export either directly or
indirectly any technical data (including but not limited to models, prototypes, blueprints, operating
manuals, or technical services) furnished to it by PURCHASER and/or its AFFILIATES pursuant to the
PURCHASE ORDER DOCUMENTS, or any direct product based on or resulting there from (including
but not limited to equipment, plant, process or service) to:
- any of the countries to which the written assurance provisions of the United States Export
Administration Regulations may apply now or in the future;
- any other country, entity or destination to which the transmission, disclosure, shipment, export or re
export of technical data or direct product based on or resulting therefrom is proscribed under the laws or
regulations of the United States.

This document has been prepared by Saipem Spa for Aramco Overseas Company.
It contains information that is Confidential and such information is intended to be for the exclusive use of the individual or entity named above.
It shall be neither shown to third parties nor used for purposes other than those for which it has been disclosed. Page 5 of 10
 PLANT LOCATION CUSTOMER JOB UNIT
KHURAIS SAUDI ARABIA ARAMCO OVERSEAS COMPANY B.V. 032184 00
PROJECT / UNIT
Doc no. 000-ZA-E-0009307
KHURAIS FACILITIES EXPANSION & SATELLITE GOSP

Sh. 6 of 10 Rev. 00

SUPPLIER agrees to obtain an undertaking identical in terms to the foregoing from any sub-
SUPPLIER performing activies under this PURCHASE ORDER DOCUMENTS which is given access
to any technical data furnished by PURCHASER or its Affiliates.

15.1.14 SUPPLIER may be required to participate in meeting with COMPANY and PURCHASER upon
PURCHASER written notice.

4) WARRANTIES
Clause 18 of the General Terms and Conditions is amended by means of adding the following provisions
:

18.8 The SUPPLIER warrants that the GOODS shall be merchantable and fit for the purposes intended.

18.9 Notwithstanding Clause 18.7 a) of the General Terms and Conditions, SUPPLIER shall be liable for
and shall indemnify PURCHASER from any costs of repair or replacement of the GOODS arising out of
any wear and tear or gradual deterioration due to rust or corrosion (whether caused by corrosive liquids
or gases, sea coast spray, mist or otherwise) occurring during the warranty period specified in the
PURCHASE ORDER to the extent that such wear and tear or gradual deterioration prevents the proper
functioning of the GOODS.

18.10 PURCHASER and SUPPLIER understand that PURCHASER is contracting with SUPPLIER for
the purchase of GOODS hereunder for ultimate transfer to, and use by, COMPANY in Saudi Arabia.
Therefore, SUPPLIER agrees that, in any event, all rights of PURCHASER for any failure to meet
specifications, or for any other breach of warranty shall run to the benefit of and be fully enforceable by
COMPANY.

PART C - COMMERCIAL TERMS

1) INVOICING AND PAYMENT

Clause 23 of the General Terms and Conditions is amended by means of adding the following provisions

23.3.10 SUPPLIER shall submit a letter with each invoice to the PURCHASER, in a form acceptable to
PURCHASER, certifying that all of the currently owed salaries and benefits for SUPPLIER's employees
have been paid and that all SUPPLIERs due and payable invoices from its subcontractors and suppliers
related to the PURCHASE ORDER DOCUMENTS have been paid.

23.3.11 If the SUPPLIER fails to submit the completed certification letter referenced above,
PURCHASER will notify the SUPPLIER. Upon receipt of the notice from PURCHASER, SUPPLIER shall
promptly perform or arrange for the performance of the corrective action required to comply with the
requirements of Clause 23.3.10 above within ten (10) days from the receipt of the notice.

This document has been prepared by Saipem Spa for Aramco Overseas Company.
It contains information that is Confidential and such information is intended to be for the exclusive use of the individual or entity named above.
It shall be neither shown to third parties nor used for purposes other than those for which it has been disclosed. Page 6 of 10
 PLANT LOCATION CUSTOMER JOB UNIT
KHURAIS SAUDI ARABIA ARAMCO OVERSEAS COMPANY B.V. 032184 00
PROJECT / UNIT
Doc no. 000-ZA-E-0009307
KHURAIS FACILITIES EXPANSION & SATELLITE GOSP

Sh. 7 of 10 Rev. 00

23.3.12 Failure of SUPPLIER to comply with the requirements of Clause 23.3.11 above will be
considered a breach of the PURCHASE ORDER DOCUMENTS. PURCHASER shall, in addition to any
other remedies available under the PURCHASE ORDER DOCUMENTS or of law, retain all amounts that
are due and owing to SUPPLIER under the PURCHASE ORDER DOCUMENTS until the breach of the
PURCHASE ORDER DOCUMENTS has been remedied to the satisfaction of PURCHASER. Such
failure to comply may also result in SUPPLIER being excluded from consideration for future contracts for
a period to be determined solely by PURCHASER.

PART D - SUSPENSION, TERMINATION AND FORCE

MAJEURE

1) FORCE MAJEURE
Clause 26.6 of the General Terms and Conditions is amended by means of adding the following
provisions :
h) Any inability to obtain Iqamas or visas or renewal of Iqamas or visas for expatriate workers;
i) Events or circumstances involving a previous or existing condition as at or before the EFFECTIVE
DATE;
j) Changes in market conditions.

PART E - RESPONSIBILITIES AND INSURANCE

1) LIABILITIES &INDEMNITIES

Clause 29.5 of the General Terms and Conditions is amended by means of adding the following
provisions :

29.5 c) Notwithstanding Clauses 29.5 a) and b) of the General Terms and Conditions, should
SUPPLIER perform any activities at SITE, the following provision shall apply:

i) SUPPLIER shall release and hold harmless COMPANY and COMPANY's other contractors, their
subcontractors, and the employees or agents of any of them, from liability resulting from personal injury
or death to SUPPLIER GROUPs employees, without regard to whether any acts or omissions of other
parties contributed to the personal injury or death. PURCHASER shall release and hold harmless
SUPPLIER from liability resulting from personal injury or death to COMPANY employees, without regard
to whether any acts or omissions of other parties contributed to the personal injury or death.

This document has been prepared by Saipem Spa for Aramco Overseas Company.
It contains information that is Confidential and such information is intended to be for the exclusive use of the individual or entity named above.
It shall be neither shown to third parties nor used for purposes other than those for which it has been disclosed. Page 7 of 10
 PLANT LOCATION CUSTOMER JOB UNIT
KHURAIS SAUDI ARABIA ARAMCO OVERSEAS COMPANY B.V. 032184 00
PROJECT / UNIT
Doc no. 000-ZA-E-0009307
KHURAIS FACILITIES EXPANSION & SATELLITE GOSP

Sh. 8 of 10 Rev. 00

ii) If the loss, damage or destruction of the FACILITIES or COMPANY OTHER PROPERTY is due to an
event resulting from the negligence, WILLFUL MISCONDUCT or fault of any member of SUPPLIER
GROUP, SUPPLIERs liability for loss or damage to the FACILITIES or COMPANY OTHER PROPERTY
shall be as follows:

FACILITIES

(a) SUPPLIER shall be responsible for the first US$250,000 (two hundred and
fifty) per occurrence of loss and damage to the FACILITIES occurring
onshore;

(b) SUPPLIER shall be responsible for the first US$1,000,000 (one million) per
occurrence of loss and damage to the FACILITIES occurring offshore;

COMPANY OTHER PROPERTY

(c) SUPPLIER shall be responsible for the first US$250,000 (two hundred and
fifty) per occurrence of loss and damage to COMPANY OTHER PROPERTY
occurring onshore; and

(d) SUPPLIER shall be responsible for the first US$1,000,000 (one million) per
occurrence of loss and damage to COMPANY OTHER PROPERTY
occurring offshore.

SUPPLIERs limitation of liability stated in Clause 29.5 c) ii) above shall not apply to any amounts
that are recovered or may be recoverable from any insurance policy maintained under the
PURCHASE ORDER DOCUMENTS.

2) INSURANCE REQUIREMENTS

1) Workmens compensation & Employers Liability by applicable Law(s)

2) Comprehensive General Liability for an amount of 10 ML $
3) Cargo Insurance covering 110% of the value of the goods during transportation up to delivery
point set out in the PO
4) Any other Policy required by local Law(s)

The following new Clause 32.9 shall be added to the General Terms and Conditions:

In all insurance coverage purchased by SUPPLIER pursuant to the PURCHASE ORDER

DOCUMENTS, SUPPLIER shall have the insurance carriers waive all rights of subrogation against
COMPANY GROUP and COMPANY's other contractors, their subcontractors, and the personnel or
agents of any of them. In addition to the foregoing, and if a Marine Craft is owned or leased by
SUPPLIER for the purpose of executing the SUPPLY, SUPPLIER shall have its marine insurance

This document has been prepared by Saipem Spa for Aramco Overseas Company.
It contains information that is Confidential and such information is intended to be for the exclusive use of the individual or entity named above.
It shall be neither shown to third parties nor used for purposes other than those for which it has been disclosed. Page 8 of 10
 PLANT LOCATION CUSTOMER JOB UNIT
KHURAIS SAUDI ARABIA ARAMCO OVERSEAS COMPANY B.V. 032184 00
PROJECT / UNIT
Doc no. 000-ZA-E-0009307
KHURAIS FACILITIES EXPANSION & SATELLITE GOSP

Sh. 9 of 10 Rev. 00

carriers waive all rights of subrogation against COMPANY GROUP and COMPANY's other
contractors, their subcontractors, and the personnel or agents of any of them. Comprehensive
General and Automobile Liability and Marine Liability Insurance policies shall designate COMPANY
as an additional insured as regards COMPANY's liabilities for SUPPLY performed by SUPPLIER
pursuant to the PURCHASE ORDER DOCUMENTS. Such policies shall contain a cross liability
clause so that COMPANY, PURCHASER and SUPPLIER are regarded as third parties to each other.

The following new Clause 32.10 shall be added to the General Terms and Conditions:

If requested by PURCHASER, SUPPLIER shall have its insurance carrier(s) furnish to PURCHASER
insurance certificates specifying the types and amounts of coverage in effect and the expiration dates
of each policy, and a statement that no insurance will be cancelled or materially changed without
thirty (30) days prior written notice to PURCHASER. If requested by PURCHASER, SUPPLIER shall
permit PURCHASER to examine the original insurance policies or at PURCHASER's option,
SUPPLIER shall furnish PURCHASER with copies of insurance policies certified by the carrier(s) as
being true and complete copies of the original policies. PURCHASER's approval of or non-objection
to SUPPLIER's insurance certificates or policies shall not relieve SUPPLIER of any obligation or
liability under this PURCHASE ORDER DOCUMENTS.

PART F - GENERAL LEGAL PROVISIONS

1 CONFIDENTIALITY

Clause 37.2 of the General Terms and Conditions is amended by means of adding the following
provisions:

37.2.6 The PARTIES agree that the COMPANY shall have the right to directly enforce towards
SUPPLIER the PURCHASERs rights under this Clause.

37.2.7 Should SUPPLIER or any of its suppliers and subcontractors desire to publish or release any
publicity or public relations materials of any kind concerning or relating to the PURCHASE ORDER
DOCUMENTS or to SUPPLIER's or its suppliers and subcontractors' activities in connection with the
PURCHASE ORDER DOCUMENTS, SUPPLIER shall first submit such material to PURCHASER and
COMPANY for review. SUPPLIER shall not publish or release, and shall ensure that its suppliers and
subcontractors do not publish or release, any such material without PURCHASERs and COMPANY's
prior written approval. SUPPLIER shall indemnify PURCHASER from any losses, expenses or
damages arising out of any breach of the SUPPLIERs obligations under this Clause.

2 INTELLECTUAL PROPERTY RIGHTS

To add 46.7: Title to Software

As per art. 46.3 and 46.4, SUPPLIER grants PURCHASER a royalty free, non-exclusive, perpetual,
non-transferable license to use all Software and enhancements on the Computer System and to make

This document has been prepared by Saipem Spa for Aramco Overseas Company.
It contains information that is Confidential and such information is intended to be for the exclusive use of the individual or entity named above.
It shall be neither shown to third parties nor used for purposes other than those for which it has been disclosed. Page 9 of 10
 PLANT LOCATION CUSTOMER JOB UNIT
KHURAIS SAUDI ARABIA ARAMCO OVERSEAS COMPANY B.V. 032184 00
PROJECT / UNIT
Doc no. 000-ZA-E-0009307
KHURAIS FACILITIES EXPANSION & SATELLITE GOSP

Sh. 10 of 10 Rev. 00

copies of the Software and enhancements for use only with the Computer System. An enhancement
is Software which improves the Computer System, but which is not specifically developed for the
Computer System.

This document has been prepared by Saipem Spa for Aramco Overseas Company.
It contains information that is Confidential and such information is intended to be for the exclusive use of the individual or entity named above.
It shall be neither shown to third parties nor used for purposes other than those for which it has been disclosed. Page 10 of 10